Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 18, 2024

 

SINTX Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-33624		84-1375299
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1885 West 2100 South

Salt Lake City, UT 84119

(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
Common Stock, par value $0.01 per share		SINT		The NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

On November 18, 2024, SINTX Technologies, Inc. issued a press release. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On November 18, 2024, the Company announced that its Board of Directors authorized a share repurchase program that would allow the Company to repurchase up to $500,000 of its common stock (the “Repurchase Program”). The Repurchase Program does not obligate the Company to acquire any particular number of common shares, and the Repurchase Program may be suspended or discontinued at any time at the Company’s discretion. The timing and amount of any share repurchases under the Repurchase Program will be determined by Company management at its discretion based on ongoing assessments of the capital needs of the business, the market price of the Company’s common stock, corporate and regulatory requirements, and general market conditions. Share repurchases under the program may be made through a variety of methods, which may include open market purchases, in block trades, accelerated share repurchase transactions, exchange transactions, the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or any combination of such methods.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated November 18, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			SINTX Technologies, Inc.
Date:	November 18, 2024		By:	/s/ Eric Olson
				Eric Olson
				Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

SINTX Technologies Announces Stock Repurchase Program

 

Salt Lake City, UT – November 18, 2024 – SINTX Technologies, Inc. (NASDAQ: SINT) (“SINTX” or the “Company”), an advanced ceramics company that develops and commercializes materials, components, and technologies for medical and technical applications, today announced that its Board of Directors has authorized a stock repurchase program to buy back up to $500,000 of the company’s outstanding common stock over the next several quarters which equates to about 20% of total outstanding shares. The repurchases will be conducted based on market conditions and other factors, reflecting SINTX’s confidence in its strategic direction and commitment to enhancing shareholder value.

 

Strategic Rationale

 

This initiative aligns with SINTX’s strategic focus on optimizing its capital structure and delivering long-term value to shareholders. By repurchasing shares, the company aims to reduce the number of outstanding shares, thereby increasing the ownership stake of remaining shareholders and enhancing earnings per share. Similar to actions taken by other industry leaders, SINTX believes that a stock repurchase program is an effective way to return capital to shareholders.

 

Management Commentary

 

“We believe that the current market undervalues SINTX’s potential,” said Eric Olson, CEO of SINTX Technologies. “This repurchase program underscores our confidence in the company’s strategic initiatives and our commitment to delivering value to our shareholders. By leveraging our strong balance sheet, we are taking a proactive approach to capital allocation, similar to other companies in our industry that have successfully implemented share repurchase programs.”

 

Program Details

 

The stock repurchase program will be managed by Maxim Group, LLC, a recognized leader in investment banking and asset management. The repurchase program does not obligate the Company to acquire any particular amount of common shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. The timing and amount of any share repurchases under the share repurchase program will be determined by SINTX’s management at its discretion based on ongoing assessments of the capital needs of the business, the market price of the Company’s common stock, corporate and regulatory requirements, and general market conditions. Share repurchases under the program may be made through a variety of methods, which may include open market purchases, in block trades, accelerated share repurchase transactions, exchange transactions, the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or any combination of such methods.

 

For more information, please visit www.sintx.com

 

About SINTX Technologies, Inc.

 

SINTX Technologies is an advanced ceramics company that develops and commercializes materials, components, and technologies for medical and technical applications. SINTX is a global leader in the research, development, and manufacturing of silicon nitride, and its products have been implanted in humans since 2008. Over the past several years, SINTX has utilized strategic acquisitions and alliances to enter into new markets. The Company has manufacturing and R&D facilities in Utah and Maryland. For more information on SINTX Technologies or its materials platform, visit www.sintx.com.

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”) that are subject to a number of risks and uncertainties. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding advancement of ceramic technologies and exploring new avenues for growth and innovation, and the potential to pursue growth opportunities and explore strategic opportunities.

 

Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, difficulty in commercializing ceramic technologies and development of new product opportunities. A discussion of other risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements can be found in SINTX’s Risk Factors disclosure in its Annual Report on Form 10-K, filed with the SEC on March 27, 2024, and in SINTX’s other filings with the SEC. SINTX undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this report, except as required by law.

 

Business and Media Inquiries for SINTX:

 

SINTX Technologies
801.839.3502
[e-mail]

 

 

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 18, 2024
Entity File Number	001-33624
Entity Registrant Name	SINTX Technologies, Inc.
Entity Central Index Key	0001269026
Entity Tax Identification Number	84-1375299
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1885 West 2100 South
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84119
City Area Code	(801)
Local Phone Number	839-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SINT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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