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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): June 23, 2025

 

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: (801) 839-3500

 

(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 1.01 Entry into a Material Definitive Agreement

 

Asset Purchase Agreement

 

On June 23, 2025, SINTX Technologies, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Sinaptic Surgical, LLC (“Sinaptic Surgical”) and Sinaptic Holdings, LLC (“Holdings”), pursuant to which the Company agreed to purchase substantially all the assets and assume certain liabilities of Sinaptic Surgical (the “Asset Purchase”). As consideration for the purchase of the assets under the Purchase Agreement, the Company agreed to issue to Sinaptic Surgical warrants to purchase 325,000 shares of the Company’s common stock (the “Warrants”). The Warrants expire five years from the date of issue and have an exercise price of $6.30 per share. The Warrants will become exercisable upon the achievement of the following milestones prior to the expiration of the Warrants: (i) 65,000 shares shall become exercisable upon receipt of 510k clearance with respect to a foot and ankle interbody implant developed from the purchased assets, (ii) 65,000 shares shall become exercisable upon the Company’s achievement of $2.5 million in aggregate cumulative revenue following the closing, (iii) 65,000 shares shall become exercisable upon the Company’s achievement of $5.0 million in aggregate cumulative revenue following the closing, (iv) 65,000 shares shall become exercisable upon the Company’s achievement of $10.0 million in aggregate cumulative revenue following the closing, and (v) 65,000 shares shall become exercisable upon the Company’s achievement of $15.0 million in aggregate cumulative revenue following the closing. Additionally, after achieving $15 million in aggregate net revenue between the closing date and the fourth (4th) anniversary of the closing date, Sinaptic Holding will receive a 5% royalty on net revenue from sales of certain foot and ankle implants for a two (2) year period. The Asset Purchase is subject to customary closing conditions.

 

In connection with the Asset Purchase, Sinaptic Surgical agreed, under the Purchase Agreement, to purchase 216,450 shares of the Company’s common stock at a purchase price of $3.465 per share (the “Purchased Shares”) in a private placement. Under the Purchase Agreement, the Company has also agreed to file a resale registration statement covering the resale of the Purchased Shares and the shares of common stock underlying the Warrants within 90 calendar days from the closing of the Asset Purchase, and to use commercially reasonable efforts to cause such resale registration statement to become effective within 90 calendar days following such filing.

 

The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Asset Purchase is expected to close on July 1, 2025.

 

Warrants

 

The Warrants will be exercisable upon achievement of the vesting requirements and have a term of exercise equal to five years from the date of issuance. If a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities Act of 1933, as amended, is not effective or available, the holder may, in its sole discretion, elect to exercise the Warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Warrants. No fractional shares of Common Stock will be issued upon the exercise of any Common Warrant. In lieu of fractional shares, we will, at our election, pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

 

Stock Dividends and Splits. If at any time on or after the date of issuance there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving our Common Stock then in each case the exercise price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of the Warrant shall be proportionately adjusted such that the aggregate exercise price of the Warrant shall remain unchanged.

 

Beneficial Ownership Limitations. A holder will not have the right to exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 19.99% of the number of shares of common stock outstanding on the date of closing the Purchase Agreement, as such percentage ownership is determined in accordance with the terms of the Warrants.

 

 

 

The foregoing descriptions of the Warrants and the Purchase Agreement are qualified in their entirety by reference to the full text of those agreements, a form of each of which is filed as Exhibits 4.1 and 10.1 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The applicable information related to the Purchase Agreement presented in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The securities will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. Such securities shall not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing the Purchased Shares, the Warrants, and the shares of common stock underlying the Warrants shall contain a legend stating the same.

 

Item 8.01. Other Events

 

On June 24, 2025, the Company issued a press release announcing the Asset Purchase. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

4.1   Form of Warrant
10.1   Form of Asset Purchase Agreement
10.1.1   Amendment No. 1 to Asset Purchase Agreement
99.1   Press Release dated June 24, 2025
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: June 27, 2025   By: /s/ Eric Olson
        Eric Olson
        President and Chief Executive Officer

 

 

 

EX-4.1 2 ex4-1.htm EX-4.1

 

Exhibit 4.1

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

SINTX TECHNOLOGIES, INC.

 

Warrant Shares: 325,000 Issuance Date: June 27, 2025

 

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Sinaptic Surgical, LLC, a Delaware limited liability company or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from SINTX Technologies, Inc., a Delaware corporation (the “Company”), up to THREE HUNDRED AND TWENTY FIVE THOUSAND SHARES (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock.

 

This Warrant is issued under and in accordance with that certain Asset Purchase Agreement (as such agreement may be amended from time to time, the “APA”), dated June 23, 2025, by and among SINTX Technologies, Inc., a Delaware corporation, and Sinaptic Surgical, LLC., a Delaware limited liability company and Sinaptic Holdings, LLC, a Delaware limited liability company, and is subject to the terms and provisions contained therein. In the event of any conflict or inconsistency between this Warrant and the APA, the APA shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in APA.

 

The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 

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Section 1. Vesting and Exercisability of Warrant Shares

 

a) Vesting Schedule. The Warrant Shares issuable upon exercise of this Warrant shall vest and become exercisable, in whole or in part, upon the occurrence of certain milestone events (each, a “Milestone Event”) as set forth in Section 1.5(a)(1) – (5) of the APA. The date upon which a Milestone Event is achieved shall be referred to herein as an “Exercise Date.” The date of achievement of the Milestone Event set forth in Section 1.5(a)(1) of the APA shall be referred to as the “Initial Exercise Date.”

 

b) Exercise Period. Once vested, the Warrant Shares may be exercised by the Holder at any time prior to the Termination Date.

 

c) Notice of Milestone Achievement. The Company shall provide written notice to the Holder within five (5) business days of the occurrence of any Milestone Event, specifying the number of Warrant Shares that have vested as a result.

 

Notwithstanding anything to the contrary contained herein, the Warrants shall expire at 5:00 p.m. (New York Time) on June 27, 2030 (the “Termination Date”).

 

Section 2. Exercise.

 

a) Exercise of Warrant. Once vested in accordance with Section 1, exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the achievement of a Milestone Event and on or before the Termination Date, by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 

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b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $6.30, subject to adjustment hereunder (the “Exercise Price”).

 

c) Cashless Exercise. If at any time after ninety (90) days after the Initial Exercise Date there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the highest Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of the Holder’s delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading hours,” or within two (2) hours after the close of “regular trading hours” on a Trading Day or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a) hereof after two (2) hours following the close of “regular trading hours” on such Trading Day;
     
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and
     
(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

 

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

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“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

d) Mechanics of Exercise.

 

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

 

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ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 

iii. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

iv. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. For the avoidance of doubt, the Company shall not be responsible for any tax which may be payable in respect of any transfers involved in the registration of any book entry or certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 

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v. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 19.99% of the number of shares of Common Stock outstanding on the Issuance Date. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

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Section 3. Certain Adjustments.

 

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification; provided that if such record date is fixed and such dividend is not fully paid or such Distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Exercise Price shall be adjusted pursuant to this Section 3(a) to reflect the actual payment of such dividends or Distributions.

 

b) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 

c) Notice to Holder.

 

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 

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Section 4. Transfer of Warrant.

 

a) Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

d) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

 

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Section 5. Miscellaneous.

 

a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i). Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c), in no event shall the Company be required to net cash settle an exercise of this Warrant.

 

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

 

d) Authorized Shares.

 

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

 

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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

 

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

 

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

 

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i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 

k) Successors and Assigns. Subject to applicable securities laws, and the restrictions on transfer described herein, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

 

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law rule or regulation (including those of Nasdaq), but if any provision of this Warrant shall be prohibited by or invalid under applicable law, rule or regulation, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 

********************

 

(Signature Page Follows)

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

  SINTX TECHNOLOGIES, INC.
     
  By:  
  Name: Eric Olson
  Title: Chief Executive Officer

 

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NOTICE OF EXERCISE

 

TO: SINTX TECHNOLOGIES, INC.

 

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the Exercise Price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_______________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

_______________________________

 

_______________________________

 

_______________________________

 

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________ FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Date: ________________________________________________________________________________________

 

 

 

ASSIGNMENT FORM

 

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

 

 

Name:    
    (Please Print)
Address:    
    (Please Print)
Phone Number:    
     
Email Address:    
     
Dated: _______________ __, ______    
     
Holder’s Signature: ______________________________    
     
Holder’s Address:  ______________________________    

 

 

 

EX-10.1 3 ex10-1.htm EX-10.1

 

EXHIBIT 10.1

 

ASSET PURCHASE AGREEMENT

 

BY AND BETWEEN

 

SINAPTIC SURGICAL, LLC,

 

SINAPTIC HOLDINGS, LLC

 

AND

 

SINTX TECHNOLOGIES, INC.

 

DATED AS OF

 

JUNE 23, 2025

i

 

ASSET PURCHASE AGREEMENT

 

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2025, by and between Sinaptic Surgical, LLC (“Seller”), Sinaptic Holdings, LLC (“Parent”) and SINTX Technologies, Inc. (“Buyer”).

 

RECITALS

 

A. Seller is engaged in the business of developing medical devices for orthopaedic and spine applications (the “Business”);

 

B. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of the properties, business, and assets of Seller used and/or useful in the operation of the Business, constituting substantially all of Seller’s assets, and Buyer desires to assume from Seller, and Seller desires to assign to Buyer, certain liabilities and obligations of Seller with respect to the operation of the Business, in each case for consideration and in accordance with the terms and conditions of this Agreement;

 

C. Buyer and Seller desire to enter into this Agreement for the purpose of setting forth their mutual understandings and agreements with respect to the foregoing; and

 

D. Capitalized terms used but not defined in the context of the Section in which such terms first appear shall have the meanings set forth in Section 6.8.

 

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

ARTICLE I. PURCHASE AND SALE OF ASSETS.

 

Section 1.1. Purchase and Sale of Assets. Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Closing Date Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Acquired Assets, free and clear of all Liens other than Permitted Liens. “Acquired Assets” means all of Seller’s right, title, and interest in and to the following assets used and/or useful in the operation of the Business, but specifically excluding the Excluded Assets:

 

(a) Intentionally Omitted;

 

(b) All tangible personal property (whether as owner, lessor, lessee or otherwise), set forth on Schedule 1.1(b) of the Disclosure Schedule;

 

(c) All Intellectual Property, associated goodwill, related licenses and sublicenses (in each case, whether granted or obtained) set forth on Schedule 1.1(c) of the Disclosure Schedule, and other rights, remedies against infringements of, and rights to protection of interests in such Intellectual Property under the Laws of all jurisdictions (collectively, the “Assigned IP”);

 

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(d) To the extent assignable, all Regulatory Filings with the U.S. Food and Drug Administration (“FDA”) related to Products. “Regulatory Filings” shall include, but not be limited to, all documents, data, correspondence, submissions, applications, and communications with the FDA regarding Products and the Business. The Seller agrees to transfer ownership and control of all Regulatory Filings to the Buyer upon the Closing, including all documents filed with FDA or to be filed with the FDA, including drafts of 510K applications for Products;

 

(e) The contracts listed on Section 1.1(e) of the Disclosure Schedule and all associated rights of Seller (the “Contracts”);

 

(f) All notes receivable, trade receivables, accounts receivable, commissions, and other receivables and rights to payment of Seller;

 

(g) To the extent assignable, all Permits obtained by, on behalf of, or for the benefit of Seller which relate to the Business from any Governmental Authority;

 

(h) All books, records and other printed or written materials used and/or useful in the operation of the Business;

 

(i) All inventories of Seller related to the Business, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by Seller in the production of finished goods (“Inventories”);

 

(j) All claims of Seller against third parties relating to the Acquired Assets, whether choate or inchoate, known or unknown, contingent or noncontingent, including all such claims listed on Section 1.1(j) of the Disclosure Schedule;

 

(k) Those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof listed on Section 1.1(k) of the Disclosure Schedule; and

 

(l) The trade names “Sinaptic Surgical,” “Sinaptic Technologies,” and Sinaptic Holdings” and all related trademarks.

 

Section 1.2. “Excluded Assets” means:

 

(a) The assets, properties, and rights specifically listed and described on Section 1.2(a) of the Disclosure Schedule;

 

(b) All insurance policies, all prepayments thereunder, all premiums and claims with respect thereto and all rights to refunds of unearned premiums;

 

(c) Books and records that Seller is required to retain pursuant to any applicable Law;

 

(d) All defenses, rights of set-off and counterclaims arising out of or relating to any of the Retained Liabilities;

 

(e) All of Seller’s employee benefit plans and all of Seller’s rights thereunder;

 

(f) All claims for credit or refund of any Taxes and other governmental charges;

 

(g) All contracts and agreements of Seller that are not Contracts;

 

(h) All cash, cash equivalents and bank accounts; and

 

(i) All other assets of Seller not used in the operation of the Business.

 

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Section 1.3. Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer agrees to assume and become responsible for the Assumed Liabilities as of the Closing. Buyer shall not assume or have any responsibility with respect to any Liability of Seller that is not an Assumed Liability. “Assumed Liabilities” means (a) all Liabilities of Seller arising from and after Closing under the Contracts, (b) all Liabilities of Seller for accrued paid leave as of the Closing Date of the Proposed Future Employees who accept employment with Buyer, such liability not to exceed more than two (2) weeks’ pay for any Proposed Future Employee that accepts employment at Buyer, and (c) those Liabilities disclosed on Schedule 1.3 of the Disclosure Schedules.

 

Section 1.4. Retained Liabilities. Notwithstanding anything to the contrary contained in Section 1.3 or elsewhere in this Agreement, Seller shall maintain sole responsibility of, and solely shall retain, pay, perform any Liabilities arising out of or relating to the operation of Seller’s business prior to the Closing, any Liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated hereby, including any Liability of Seller for expenses incurred by Seller or its Affiliates in connection with this Agreement, any Liability of Seller based upon Seller’s acts or omissions occurring after the Closing, and any Liabilities other than the Assumed Liabilities (collectively, the “Retained Liabilities”).

 

Section 1.5. Purchase Price. The purchase price for the Acquired Assets (the “Purchase Price”) shall be as follows:

 

(a) 325,000 Common Stock Purchase Warrants (the “Warrants”) with a 5-year term with an exercise price of $6.30 per share:

 

(1) 65,000 shall vest and become immediately exercisable upon receipt of 510K clearance from the FDA for a foot and ankle interbody implant, so long as such clearance is issued on or prior to the fourth (4th) anniversary of the Closing Date.

 

(2) 65,000 shall vest and become immediately exercisable on achievement of $2.5 million in aggregate Net Revenue between the Closing Date and the fourth (4th) anniversary of the Closing Date.

 

(3) 65,000 shall vest and become immediately exercisable on achievement of $5 million in aggregate Net Revenue between the Closing Date and the fourth (4th) anniversary of the Closing Date.

 

(4) 65,000 shall vest and become immediately exercisable on achievement of $10 million in aggregate Net Revenue between the Closing Date and the fourth (4th) anniversary of the Closing Date.

 

(5) 65,000 shall vest and become immediately exercisable on achievement of $15 million in aggregate Net Revenue between the Closing Date and the fourth (4th) anniversary of the Closing Date.

 

(b) After achieving $15 million in aggregate Net Revenue between the Closing Date and the fourth (4th) anniversary of the Closing Date, Seller will receive a 5% royalty on Net Revenue from sales of the six (6) foot and ankle implants for a two (2) year period.

 

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(c) Net Revenue. For purposes of this Agreement the term “Net Revenue” means the gross amount invoiced by Buyer for sales of Products, less the following deductions to the extent actually incurred, allowed, paid or accrued: cash, trade or quantity discounts actually allowed and taken; and amounts repaid or credited by reason of rejections, defects, or returns. In the case of any sale or other disposal of a Product between or among Buyer and its Affiliates for resale, the Net Revenue shall be calculated as above only on the value charged or invoiced on the first arm’s-length sale thereafter to a third party.

 

(d) Except as otherwise provided herein, Buyer shall have absolute discretion with respect to the operation and resource allocation of the Business from and after the Closing Date; provided, however, until the Warrants are vested in full (or expired), Buyer (i) shall not, directly or indirectly, (A) take any actions in bad faith that would have the purpose of avoiding or reducing the vesting of the Warrants; (B) divert or transfer any revenue, customers, employees, contractors, contracts or resources away from the Business; or (C) dispose of any material portion of the Business outside of the ordinary course of business; and (ii) shall: (A) use commercially reasonable efforts to provide the Business with access to adequate funding, personnel, compensation for employees, and support as is reasonably necessary to operate the Business and bring the Products to market; (B) act in good faith in determining whether to retain, release or hire personnel for the Business; (C) act in good faith in determining whether to terminate, permit the expiration of or materially modify any customer or supplier contracts; and (D) use commercially reasonable efforts to enter into contracts in the Business and to increase revenue. Buyer shall provide the Seller with quarterly reports with respect to the vesting of the Warrants and, at reasonable times during normal business hours and upon reasonable notice provided to Buyer, Buyer shall permit the Seller and its representatives to examine the financial books and records of Buyer to the extent necessary to monitor the vesting of the Warrants.

 

Section 1.6. Issuance of Shares of Buyer. Concurrently with the Closing, Buyer shall issue to Seller 216,450 shares (the “Transaction Shares”) of Buyer’s Common Stock in exchange for the payment by Seller to Buyer of $750,000 in immediately available funds (the “Share Purchase Price”).

 

Section 1.7. Restricted Securities. Upon issuance the Common Stock and Warrants, and shares of Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”), shall be characterized as “restricted securities” under the federal securities laws, and under such laws no portion may be resold without registration except in certain limited circumstances. Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties and agreements contained herein, at the Closing Buyer shall cause its transfer agent to deliver the Common Stock and Warrants to Seller as designated by Seller. The shares of Common Stock issued under Section 1.6, the Warrant Shares and the Warrants shall bear the following restrictive legends:

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.”

 

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Section 1.8. Allocation. Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a proposed allocation of the Purchase Price among the Acquired Assets for federal income tax purposes (the “Proposed Allocation”). The Proposed Allocation shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder. Seller shall have thirty (30) days following receipt of the Proposed Allocation to review and raise any objections in writing. If Seller does not provide a written objection within such thirty (30) day period, the Proposed Allocation shall become final and binding upon the Parties (the “Final Allocation”). If Seller provides a written objection within such thirty (30) day period, Buyer and Seller shall negotiate in good faith to resolve any disputes with respect to the Proposed Allocation. Except as otherwise required pursuant to a final determination (as defined in Section 1313(a) of the Code), Buyer and Seller shall, and shall cause their respective Affiliates to, allocate the Purchase Price for all tax purposes in accordance with the Final Allocation and shall not take any position inconsistent with the Final Allocation on any tax return or in any tax proceeding. Buyer and Seller shall cooperate in the filing of any forms (including Form 8594) with respect to the Final Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price.

 

Section 1.9. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., mountain time, on June 27, 2025 by the remote exchange of electronic copies of documents and signatures, or at another time and place or on another date as the parties may mutually agree. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

 

Section 1.10. Closing Obligations.

 

(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer:

 

(1) a bill of sale for all of the Acquired Assets that are tangible personal property in the form of Exhibit C (the “Bill of Sale”), duly executed by Seller;

 

(2) an assignment of all of the Acquired Assets that are intangible personal, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) in the form of Exhibit D, duly executed by Seller;

 

(3) customary assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights each in a form mutually satisfactory to Buyer and Seller, duly executed by Seller;

 

(4) a certificate of the President of Seller certifying, as complete and accurate as of the Closing, attached copies of the charter and limited liability company agreement of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole member approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the transactions contemplated hereby.

 

5

 

(5) a duly executed Lock-Up Agreement in the form of Exhibit E attached hereto.

 

(b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:

 

(1) Letter of Instruction to the Buyer’s transfer agent instructing the transfer agent to issue the Common Shares to Buyer;

 

(2) the Assignment and Assumption Agreement, duly executed by Buyer;

 

(3) The Warrant certificate signed by the Buyer’s authorized representative;

 

(4) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the charter and bylaws or other applicable governing documents of Buyer, certifying and attaching all requisite resolutions or actions of Buyer’s board of directors and, if legally required, stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the transactions contemplated hereby.

 

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLER.

 

Seller hereby represents and warrants to Buyer as follows, as of the date of this Agreement:

 

Section 2.1. Organization. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all company power and authority necessary to own or lease its properties and assets and to carry on the Business as currently conducted, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

 

Section 2.2. Authority. Seller has the requisite company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby, have been duly and validly authorized by Seller’s sole member and no other company proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Seller and, assuming this Agreement constitutes the legal, valid and binding agreement of Buyer, constitutes a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity. Upon the execution and delivery by Seller of any other document to which Seller is a party in connection with this Agreement, other than this Agreement and the Disclosure Schedule, each of such other documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

 

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Section 2.3. Non-Contravention; Filings and Consents.

 

(a) The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):

 

(1) contravene, conflict with, or result in any violation or breach of any provision of the certificate of formation or limited liability company agreement of Seller;

 

(2) contravene, conflict with or result in a violation or breach of any provision of any Law or Order;

 

(3) except as set forth on Section 2.3(a) of the Disclosure Schedule, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a change of control or Default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract to which Seller is a party, or by which its properties or assets may be bound or affected or any Governmental Authority affecting, or relating in any way to the Business; or

 

(4) result in the imposition or creation of any Lien on, or with respect to, any of the Acquired Assets.

 

(b) The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby by Seller do not and will not require any Permit of, action by, filing with or notification to, any Governmental Authority, other than any actions or filings the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. For purposes of this Agreement, “Governmental Authority” means any national, state or local, domestic or foreign or international, government or any judicial, legislative, executive, administrative or regulatory authority, tribunal, agency, body, entity or commission or other governmental, quasi-governmental or regulatory authority or agency, domestic or foreign or international.

 

Section 2.4. Litigation.

 

(a) Except as set forth in Section 2.8 of the Disclosure Schedule, there is no complaint, claim, action, suit, litigation, proceeding or governmental or administrative investigation pending or, to the Knowledge of Seller, threatened against or affecting Seller, including in respect of the transactions contemplated hereby that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Seller is not subject to any outstanding Order (i) that prohibits Seller from conducting the Business as now conducted or proposed to be conducted or (ii) that would, individually or in the aggregate, have had or would reasonably be expected to have had a Material Adverse Effect.

 

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Section 2.5. Tax Matters.

 

(a) Seller has timely filed all federal, state, local and foreign Tax returns, estimates, information statements and reports relating to any and all Taxes of Seller or its operations (the “Tax Returns”) required to be filed by Law by Seller as of the date hereof. All such Tax Returns are true, correct, and complete, and Seller has timely paid all Taxes attributable to Seller that were due and payable by it as shown on such Tax Returns, except with respect to matters contested in good faith.

 

(b) For purposes of this Agreement, “Tax” or, collectively, “Taxes” means any and all U.S. federal, state, local and non-U.S. taxes, assessments and other governmental charges, duties (including stamp duty), impositions and liabilities, including capital gains tax, taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, escheat, excise and property taxes as well as public imposts, fees and social security charges (including health, unemployment, workers’ compensation and pension insurance), together with all interest, penalties, and additions imposed by a Governmental Authority with respect to such amounts.

 

Section 2.6. Intellectual Property.

 

(a) Seller owns or is validly licensed or otherwise has the right to use all patents, inventions, copyrights, software, trademarks, service marks, domain names, trade dress trade secrets and all other intellectual property rights of any kind or nature (“Intellectual Property”) used in the Business as currently conducted.

 

(b) Seller has not received any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other violation (including any claim that Seller must license or refrain from using any Intellectual Property of any third party).

 

Section 2.7. Brokers; Certain Expenses. No agent, broker, investment banker, financial advisor or other firm or Person, whose fees and expenses shall be paid solely by Seller, is or shall be entitled to receive any brokerage, finder’s, financial advisors, transaction or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of Seller.

 

Section 2.8. Title to Assets. Seller owns good, marketable, and transferable title to all of the Acquired Assets, free and clear of any Liens other than Permitted Liens.

 

Section 2.9. Independent Investigation; Non-reliance. Seller represents that no representations or warranties have been made to Seller by or on behalf of Buyer other than the representations and warranties contained in this Agreement and that, in entering into the transactions contemplated by this Agreement, Seller is not relying upon any information other than that contained in this Agreement and the results of its own independent investigation.

 

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF BUYER.

 

Buyer represents and warrants to Seller as follows:

 

Section 3.1. Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power to carry on its business as now conducted.

 

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Section 3.2. Authority. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution, delivery and performance by Buyer of this Agreement, and the consummation by Buyer of the transactions contemplated hereby, have been duly and validly authorized by Buyer’s board of directors and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Buyer and, assuming this Agreement constitutes the legal, valid and binding agreement of Seller, constitutes a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity. Upon the execution and delivery by Buyer of any other document to which Buyer is a party in connection with this Agreement, other than this Agreement and the Disclosure Schedule, each of such other documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

 

Section 3.3. Consents and Approvals. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby require no consent, approval, authorization or filing with or notice to any Governmental Authority other than any actions or filings the absence of which are not reasonably likely to prevent, materially delay or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

 

Section 3.4. Non-Contravention. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated by this Agreement do not and will not (with or without notice or lapse of time or both) (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Buyer; (ii) assuming compliance with the matters referred to in Section 3.3, contravene, conflict with or result in a violation or breach of any Law or Order; or (iii) require any consent or approval under, violate, conflict with, result in any breach of any loss of any benefit under, or constitute a change of control or Default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any contract or agreement to which Buyer is a party, or by which its properties or assets may be bound or affected, with such exceptions, in the case of each of clauses (ii) and (iii) of this section, as would not reasonably be expected to prevent, materially delay or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

 

Section 3.5. Independent Investigation; Non-reliance. Buyer represents that no representations or warranties have been made to Buyer by or on behalf of Seller other than the representations and warranties contained in this Agreement and that, in entering into the transactions contemplated by this Agreement, Buyer is not relying upon any information other than that contained in this Agreement and the results of its own independent investigation.

 

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ARTICLE IV. COVENANTS.

 

Section 4.1. Non-Competition and Non-Solicitation.

 

(a) During the period commencing with the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, Seller shall not, directly or indirectly, engage in, own, be employed by, consult with or otherwise render services to any Person who is engaged in any Competing Business; provided, however, that the ownership of an equity interest of not more than 2% in a publicly traded entity that is engaged in a Competing Business, without more, shall not constitute a violation of this covenant.

 

(b) During the period commencing with the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, Seller shall not, directly or indirectly: (i) solicit the trade of, or trade with, any customer or supplier of Buyer such that the customer or supplier of Buyer reduces the amount of business that it does (or, but for that solicitation, would do) with Buyer, or (ii) solicit or induce any employee or exclusive sales representative of Buyer to terminate his, her or its employment or other relationship with Buyer.

 

(c) If Seller shall be in breach of any of the provisions of subsection (a) or subsection (b) above, then the time periods set forth in those subsections shall, as they relate to the breaching party, be extended by the length of time during which the breaching party is in breach of any of those provisions.

 

(d) As used in this Section 4.1, the following terms have the following meanings:

 

(1) “Competing Business” means the manufacturing, marketing or selling of products or services which are competitive with any Products and that are directly or indirectly marketed or sold in the Territory;

 

(2) “Product” means (A) any silicon nitride medical device implants that Buyer is manufacturing, marketing, selling or developing at any time during the five (5) year period immediately following the Closing Date and (B) any other medical device implants that Buyer has marketed, sold or developed at any time during the three (3) year period immediately prior to the Closing Date; and

 

(3) “Territory” means the United States of America.

 

(e) Seller acknowledges and agrees that Buyer may be irreparably damaged if any of the provisions of this Section 4.1 are not complied with in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that Buyer shall be entitled to seek an injunction or injunctions to prevent breaches of this Section 4.2 and shall have the right to seek specific enforcement of this Section 4.1 and its terms and provisions against Seller in addition to any other remedy to which Buyer may be entitled under this Agreement, at law or in equity.

 

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(f) It is the intent of the parties that each provision of this Section 4.1 be adjudicated valid and enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which adjudication of the validity or enforcement of Section 4.1 is sought. In furtherance of the foregoing, each provision of Section 4.1 shall be severable from each other provision, and any provision of Section 4.1 that is prohibited or unenforceable in any jurisdiction shall be subject to the following:(i) if the prohibited or unenforceable provision is contrary to or conflicts with any requirement of any statute, rule or regulation in effect in the jurisdiction, then the requirement shall be incorporated into, or substituted for, the prohibited or unenforceable provision to the minimum extent necessary to make the provision valid or enforceable;(ii) the Governmental Entity or arbitrator considering the matter is authorized to (or, if that Governmental Entity or arbitrator is unwilling or fails to do so, then the parties shall) amend the unenforceable provision to the minimum extent necessary to make the provision valid or enforceable, and the parties consent to the entry of an order amending the provision to that extent for that purpose; and (iii) if any unenforceable provision cannot be or is not reformed and made valid or enforceable under this Section 4.1, then the prohibited or unenforceable provision shall be ineffective in that jurisdiction to the minimum extent necessary to make the remainder of Section 4.1 valid or enforceable in that jurisdiction. Any application of the foregoing provisions to any provision of Section 4.1 shall not (x) affect the validity or enforceability of any other provision of Section 5.1 or (y) prevent the prohibited or unenforceable provision from being adjudicated valid or enforced as written in any other jurisdiction.

 

Section 4.2. Right of First Refusal. For a period of five (5) years from Closing (the “Exclusivity Period”), Buyer shall have the exclusive right to manufacture all silicon nitride medical device products used by or sold by Seller, Parent and their affiliates, as well as any modifications of or to such products, and any other medical device products that incorporate silicon nitride technology (collectively, the “Manufacturing Rights”). Seller, Parent and their affiliates shall not purchase any product for which Buyer has the Manufacturing Right from any person other than Buyer during the Exclusivity Period, and Buyer shall give priority to all manufacturing orders submitted by Seller, Parent and their affiliates during the Exclusivity Period. Notwithstanding the preceding sentence, if Buyer is unwilling or unable to manufacture the products in the quantities, with the specifications and on the schedule reasonably requested by Seller, Parent and their affiliates (the “Requirement”), Seller, Parent and their affiliates shall have the right to make or have made, at their own expense, the products elsewhere, but only to the extent that Buyer is unwilling or unable to manufacture such products in the quantities, with the specifications and on the schedule reasonably requested by Seller, Parent and their affiliates and only for the specific quantities that Buyer is unwilling or unable to manufacture.

 

Section 4.3. Press Releases. Buyer and Seller shall consult with each other before issuing any press release or making any other public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such other public statement without the consent of the other party, which shall not be unreasonably withheld, except as such release or statement may be required by Law or any listing agreement with or rule of any national securities exchange, in which case the party required to make the release or statement shall consult with the other party about, and allow the other party reasonable time (to the extent permitted by the circumstances) to comment on, such release or statement in advance of such issuance, and the party will consider such comments in good faith.

 

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Section 4.4. Employment of Active Employees by Buyer.

 

(a) Buyer has provided Seller with a list of current employees of Seller to whom Buyer will make an offer of employment (the “Proposed Future Employees”) effective as of the Closing Date. Effective immediately before the Closing, Seller shall terminate the employment of all of the Proposed Future Employees who have accepted Buyer’s offer of employment. After Buyer has achieved one (1) calendar quarter of positive revenue on the sale of Products, Buyer shall extend an offer of employment to Hugh Roberts (if Hugh Roberts is then still employed by Seller or its affiliates) with compensation and benefits comparable to those that are then currently being provided by Seller or its affiliates and Buyer shall assume all of Seller’s and its affiliates’ Liabilities to Hugh Roberts for accrued, unused paid leave (not to exceed two weeks) and reasonable annual bonus obligations, if any.

 

(b) It is understood and agreed that (i) Buyer’s expressed intention to extend offers of employment as set forth in this section shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment; and (ii) employment offered by Buyer is “at will” and may be terminated by Buyer or by an employee at any time for any reason (subject to any written commitments to the contrary made by Buyer or an employee and Laws). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Proposed Future Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

 

Section 4.5. Salaries and Benefits.

 

(a) Seller shall be responsible for (i) the payment of all wages and other remuneration due to current employees with respect to their services as employees of Seller through the close of business on the Closing Date, excluding pro rata bonus payments for the 2025 calendar year, if any, and any accrued but unused paid leave earned prior to the Closing Date; and (ii) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act (COBRA) and Sections 601 through 608 of ERISA.

 

(b) Seller shall be liable for any claims made or incurred by current employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit.

 

Section 4.6. Payment of All Taxes Resulting From Sale of Assets by Seller. Buyer shall pay in a timely manner all Taxes resulting from or payable in connection with the sale of the Acquired Assets pursuant to this Agreement, regardless of the Person on whom such Taxes are imposed by Laws. Under no circumstances shall this Section 4.5 be interpreted to (a) obligate Buyer to pay the income Taxes of Seller or any direct or indirect members of Seller or (b) create any rights, as a third party beneficiary or otherwise, in favor of any Person other than Buyer or Seller.

 

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Section 4.7. Reports and Returns. After the Closing, Seller promptly shall prepare and file all reports and returns required by Laws relating to the business of Seller as conducted using the Acquired Assets, to and including the Closing.

 

Section 4.8. Customer and Other Business Relationships. After the Closing, Seller will refer to Buyer all inquiries relating to the Business.

 

Section 4.9. Bulk Sales. Each of Seller and Buyer waive compliance with the provisions of bulk sales, bulk transfer, or similar Laws of any jurisdiction that may be applicable with respect to the sale of any or all of the Acquired Assets to Buyer.

 

Section 4.10. Clinical Advisory Board. Within ten (10) days of Closing Date, Buyer shall form a Clinical Advisory Board and Dr. Bryan Scheer shall be appointed as Chairperson.

 

Section 4.11. IP License. Buyer hereby grants to Seller a fully-paid, royalty free, irrevocable and non-transferrable license to continue to utilize the Assigned IP and the trade names “Sinaptic Surgical,” Sinaptic Holdings” and Sinaptic Technologies for six (6) months after the Closing Date while Seller and its affiliates undergo a rebranding.

 

Section 4.12. Shared Contracts. Buyer acknowledges and agrees that: (a) Seller or its affiliates are parties to various Contracts pursuant to which both the Business and other businesses of Seller’s affiliates receive goods and services (collectively, the “Shared Contracts”); and (b) the Shared Contracts shall be included in the Acquired Assets. From and after the Closing Date, Buyer and Seller will mutually cooperate and use commercially reasonable efforts to: (i) establish new contracts between Seller and the other parties to the Shared Contracts with respect to the businesses of Seller’s affiliates (the “New Seller Contracts”); and (ii) release Seller and its applicable affiliates from any Liabilities arising from and after the Closing Date under the Shared Contracts with respect to the Business and the Acquired Assets. Until such time as a New Seller Contract is obtained (or until the expiration or earlier termination of the applicable Shared Contract), Seller and Buyer will cooperate in any reasonable arrangement designed to obtain for Seller’s affiliates all benefits and privileges of the applicable Shared Contract relating to such affiliates’ respective businesses.

 

Section 4.13. Registration Statement. As soon as practicable after the Closing (and in any event within 90 calendar days of the Closing), the Company shall file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by the Seller of the Transaction Shares and Warrant Shares. The Company shall use commercially reasonable efforts to cause such registration statement to become effective within 90 days following the filing of such registration statement and to keep such registration statement effective at all times until the Seller no longer owns any Transaction Shares or Warrant Shares.

 

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ARTICLE V. INDEMNIFICATION.

 

Section 5.1. Indemnification by Seller and Parent. Seller and Parent, jointly, shall defend, indemnify and hold harmless Buyer and its directors, officers, employees and agents from and against any and all claims (including without limitation any investigation, action or other proceeding) and Liabilities that constitute, or arise out of or in connection with:

 

(a) any misrepresentation or breach of warranty of Seller in this Agreement, any exhibit, or any certificate or instrument delivered by Seller pursuant to this Agreement;

 

(b) any default by Seller in the performance or observance of any of its covenants or agreements under this Agreement;

 

(c) any Excluded Asset or any Retained Liabilities; or

 

(d) any third-party claim based upon, resulting from or arising out of the Business of Seller conducted on or prior to the Closing Date.

 

Section 5.2. Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and its managers, officers, employees and agents from and against any and all claims (including without limitation any investigation, action or other proceeding) and Liabilities that constitute, or arise out of or in connection with:

 

(a) any misrepresentation or breach of warranty of Buyer in this Agreement, any exhibit, or any certificate or instrument delivered by Buyer pursuant to this Agreement;

 

(b) any default by Buyer in the performance or observance of any of its covenants or agreements under this Agreement;

 

(c) any Assumed Liabilities; or

 

(d) any third-party claim based upon, resulting from or arising out of the Business of Buyer conducted after the Closing Date.

 

Section 5.3. Survival of Representations and Warranties; Cap. All representations. warranties, and covenants made in this Agreement or in connection with the transactions contemplated in this Agreement shall survive the Closing until the one (1) year anniversary of the Closing Date; provided, however, the restrictive covenants set forth in Section 4.1 shall survive until the five (5) year anniversary of the Closing Date. Neither Seller’s nor Buyer’s indemnification obligations under this Agreement shall exceed an amount equal to the Purchase Price.

 

ARTICLE VI. MISCELLANEOUS.

 

Section 6.1. Entire Agreement; Assignment; Amendments. This Agreement (including the Disclosure Schedule and the exhibits to this Agreement) and the Confidentiality Agreement constitute the entire agreement and supersede all oral agreements and understandings and all written agreements prior to the date hereof between or on behalf of the parties with respect to the subject matter hereof. This Agreement shall not be assigned by any party by operation of law or otherwise without the prior written consent of the other parties hereto. This Agreement may be amended only by a writing signed by each of the parties, and any amendment shall be effective only to the extent specifically set forth in that writing.

 

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Section 6.2. Severability; Expenses; Further Assurances. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible. Except as otherwise specifically provided in this Agreement, each party shall be responsible for the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance and enforcement of this Agreement. The parties shall from time to time do and perform any additional acts and execute and deliver any additional documents and instruments that may be required by Law or reasonably requested by any party to establish, maintain or protect its rights and remedies under, or to effect the intents and purposes of, this Agreement.

 

Section 6.3. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) upon confirmation of receipt by the addressee, if such notice or communication is delivered via facsimile or e-mail to the facsimile telephone number or e-mail address, as applicable, specified in this Section 6.3 or (b) upon receipt at address of the addressee specified in this Section 6.3, if such notice or communication is delivered by U.S. mail, courier or other physical delivery service. The addresses for such notices and communications shall be as follows:

 

If to Buyer, to:

 

SINTX Technologies, Inc.

1885 West 2100 South

Salt Lake City, UT 84119

Email: eolson@sintx.com

Attention: Eric Olson, CEO and President

 

If to Seller, to:

 

Sinaptic Surgical, LLC

100 Technology Drive, Suite 300C

Broomfield, CO 80021

Email: bscheer@sinaptic.com

Attention: Bryan Scheer

 

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Rejection or other refusal to accept or the inability for delivery to be effected because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

 

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Section 6.4. Governing Law. This Agreement, and any dispute arising out of, relating to, or in connection with this Agreement, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

 

Section 6.5. Headings. The descriptive headings in this Agreement are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

 

Section 6.6. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

 

Section 6.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. At the Closing, signature pages of counterparts may be exchanged by facsimile or by electronic transmittal of scanned images thereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the party providing a

 

Section 6.8. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

 

“Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with such Person. For the purposes of this definition, “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by agreement or otherwise.

 

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

 

“Default” means any breach or violation of, default under, contravention of, or conflict with, any contract, Law, Order, or Permit, any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any contract, Law, Order, or Permit, or any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or

 

“IRS” means the Internal Revenue Service of the United States of America.

 

“Knowledge” of Seller with respect to any fact or matter means the actual knowledge, after due inquiry and reasonable investigation, of Bryan Scheer, Hugh Roberts and Chris Pusey;

 

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“Law” means any statute, law, ordinance, rule, regulation or requirement of a Governmental Authority.

 

“Liability” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

 

“Lien” means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer and security interests of any kind or nature whatsoever.

 

“Material Adverse Effect” means any change, development, event, effect, condition, occurrence, action or omission that, individually or in the aggregate, has had or is reasonably expected to result in a material adverse effect on the business, assets, properties, financial condition, or results of operations of Seller, taken as a whole, or prevent, materially impede or materially delay the consummation by Seller of the transactions contemplated by this Agreement; provided, however, that no effect caused by or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be a Material Adverse Effect: (A) any event affecting the economy of the United States generally, including changes in the credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any region or country in which the Seller conducts business; (B) any event affecting the industries in which the Seller conducts the Business; (C) any acts of god, disasters, emergencies, calamities, epidemics, pandemics, disease outbreaks or similar events, or global, national or regional political or social actions or conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war whether commenced before or after the date hereof; (D) any failure, in and of itself, by the Seller to meet any internal or published projections, forecasts or revenue or earnings predictions; (E) compliance with, or any action required to be taken by the Seller under, the terms of this Agreement or in connection with the transactions contemplated by this Agreement; (F) any effect to the extent resulting from any action taken at the express written request of the Buyer or with the Buyer’s written consent; (G) the announcement of the execution of this Agreement; or (H) any change in Law after the date hereof, unless, in the cases of clauses (A), (B), (C) or (H) above, such changes have had or would reasonably be expected to have a materially disproportionate impact on the business, assets, properties, financial condition or results of operations of the Seller, taken as a whole, relative to other similarly situated businesses in the industries in which the Seller conducts business (in which case, only the incremental disproportionate impact shall be taken into account in determining whether there has been a Material Adverse Effect).

 

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“Permitted Lien” means (i) Liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (ii) mechanics’, carriers’, workmen’s, repairmen’s, materialmen’s and other Liens arising by operation of Law; (iii) Liens or security interests that arise or are incurred in the ordinary course of business relating to obligations not yet due on the part of Seller or secure a liquidated amount that are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (iv) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations; (v) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (vi) easements, encroachments, declarations, covenants, conditions, reservations, limitations and rights of way (unrecorded and of record) and other similar restrictions or encumbrances of record, zoning, building and other similar ordinances, regulations, variances and restrictions, and all defects or irregularities in title, including any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection; (vii) pledges or deposits to secure the obligations under the existing indebtedness of Seller; (viii) all Liens created or incurred by any owner, landlord, sublandlord or other Person in title; and (ix) any other Liens which do not materially interfere with Seller’s use and enjoyment of real property or materially detract from or diminish the value thereof.

 

“Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Authority.

 

“Transfer Taxes” means all sales, use, transfer and all other non-income taxes, and any fees incurred in connection with the purchase and sale of the Acquired Assets.

 

Section 6.9. Interpretation. The words “hereof,” “herein,” “hereby,” “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and references to article, section, paragraph, exhibit and disclosure schedule are to the articles, sections, paragraphs, exhibits and disclosure schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words describing the singular number shall include the plural and vice versa. The phrases “the date of this Agreement,” “the date hereof,” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York City, unless otherwise specified. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all at or on the date and year first above written.

 

 

SINTX TECHNOLOGIES, INC.

     
  By:  
  Name: Eric Olson
  Title: President, CEO and Chairman of the Board

 

 

SINAPTIC SURGICAL, LLC

     
  By:  
  Name: Hugh Roberts
  Title: President

 

 

SINAPTIC HOLDINGS, LLC

     
  By:  
  Name: Bryan Scheer
  Title: Chief Executive Officer

 

19

 

EXHIBIT A

 

1

 

EXHIBIT B

 

1

 

EXHIBIT C

 

1

 

EXHIBIT D

 

1

 

EXHIBIT E

 

1

 

EX-10.1_1 4 ex10-1_1.htm EX-10.1_1

 

Exhibit 10.1.1

 

AMENDMENT NO. 1

TO

ASSET PURCHASE AGREEMENT

 

This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”) is entered into as of June 26, 2025 (the “Effective Date”), by and among Sinaptic Surgical, LLC, a Delaware limited liability company (“Seller”), Sinaptic Holdings, LLC, a Delaware limited liability company (“Parent”), and SINTX Technologies, Inc., a Delaware corporation (“Buyer”).

 

RECITALS

 

A. Buyer, Seller and Parent previously entered into that certain Asset Purchase Agreement, dated as of June 23, 2025 (the “Purchase Agreement”), pursuant to which Buyer agreed to purchase, and Seller agreed to sell to Buyer, the Acquired Assets in exchange for the Purchase Price. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

 

B. The parties desire to amend the Purchase Agreement as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the parties hereby agree as follows:

 

Section 1. Issuance of Shares of Buyer. Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

 

“Section 1.6 Issuance of Shares of Buyer. On June 30, 2025, Buyer shall issue to Seller 216,450 shares (the “Transaction Shares”) of Buyer’s Common Stock in exchange for the payment by Seller to Buyer of $750,000 in immediately available funds (the “Share Purchase Price”).”

 

Section 2. Closing. Section 1.9 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

 

“Section 1.9 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., mountain time, on July 1, 2025 by the remote exchange of electronic copies of documents and signatures, or at another time and place or on another date as the parties may mutually agree. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.”

 

Section 3. Incorporation of Agreement. Except as specifically modified by this Amendment, the terms of the Purchase Agreement shall remain in full force and effect. To the extent of any inconsistency between this Amendment and the Purchase Agreement, the terms of this Amendment shall control.

 

Section 4. Counterparts; Transmission. This Amendment may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. The exchange of a fully executed Amendment, in counterparts or otherwise, by facsimile or scanned email attachment shall be sufficient to bind the parties to this Amendment.

 

*** *** ***

 

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

 

  BUYER:
     
  SINTX TECHNOLOGIES, INC.
     
  By:  
  Name: Eric Olson
  Title: President, CEO and Chairman of the Board

 

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

 

  SELLER:
     
  SINAPTIC SURGICAL, LLC
     
  By:  
  Name: Hugh Roberts
  Title: President

 

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

  

  PARENT:
     
  SINAPTIC HOLDINGS, LLC
     
  By:  
  Name: Bryan Scheer
  Title: Chief Executive Officer

 

 

 

 

EX-99.1 5 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

 

SINTX Technologies Acquires SiNAPTIC Surgical Assets and IP to Expand into $1.3B Foot and Ankle Fusion Market

 

Strategic Acquisition Brings Patented Implant Designs, Seasoned Executive Team, and Near-Term Commercial Opportunities

 

SALT LAKE CITY, Utah – June 24, 2025 – SINTX Technologies, Inc. (NASDAQ: SINT) (“SINTX” or the “Company”), an advanced ceramics company focused on medical device innovation, today announced that it has executed a Definitive Agreement to acquire the surgical business assets of SiNAPTIC Holdings, LLC, a privately held company focused on silicon nitride ceramic manufacturing and innovation. This transaction is a significant milestone in SINTX’s strategy to acquire a potential competitor and drive commercial revenue growth and expand its product portfolio in the foot and ankle fusion market.

 

Under the terms of the agreement, SINTX has acquired all intellectual property, product designs, and development assets related to six (6) differentiated foot and ankle implant systems. These designs are backed by clinical development and mechanical testing and a 510(k) pre-submission that is expected to accelerate near-term commercial launch activities. The global ankle fusion market, currently valued at approximately $750.5 million, is expected to grow to $1.38 billion by 2032, representing a CAGR of 9.1%, according to industry research.

 

“This acquisition is transformative for SINTX by adding a family of FDA-reviewed implants, portfolio of new technologies, and capital, accelerating our shift from R&D to revenue generation and commercial scale,” said Eric Olson, CEO of SINTX Technologies. “Additionally, the SiNAPTIC team brings deep expertise in product development, regulatory strategy, and commercialization to support our existing commercial product portfolio—key elements in driving increased value for our shareholders.”

 

As part of the transaction, key members of the SiNAPTIC Surgical executive team and board of directors will join SINTX in the following roles:

 

Chairman of SINTX Clinical Advisory Board, Bryan Scheer, M.D.
Managing Director of Business Development, Hugh Roberts
Chief Commercial Officer, Lisa Marie Del Re, MPE, ATC, NASM-PES
Senior Vice President of Regulatory and Quality Affairs, Brian Hockett
Senior Design Engineer, Basil Tharu, M.S.

 

In consideration for the acquired assets, SINTX issued $750,000 in common shares , priced at $3.465 per share which represents a 10% premium to the closing price of the Company’s common stock on Friday, June 20, 2025, along with 325,000 performance-based common stock purchase warrants. The common shares are subject to a six-month lock-up agreement and the Company has committed to file a resale registration statement with the Securities and Exchange Commission registering the resale of the common shares and the common shares issuable on exercise of the common stock purchase warrants. These warrants are exercisable over five years at a strike price of $6.30, and vest upon achieving specific regulatory and commercial milestones, including FDA clearance and revenue targets.

 

SINTX will manufacture all devices under its FDA-registered and ISO-certified quality system and leverage existing FDA clearances and Master Files to streamline regulatory approvals.

 

In addition, Dr. Bryan Scheer, Chairman and CEO of SiNAPTIC, will lead a newly formed Clinical Advisory Board to guide ongoing product development and surgeon engagement.

 

 

 

“This acquisition reflects our shared belief in the transformative potential of silicon nitride ceramic-enhanced implants and the strength of our combined teams,” said Dr. Scheer. “Together, we can accelerate the development of disruptive products and deliver meaningful clinical value.”

 

For more information, visit www.sintx.com.

 

About SINTX Technologies, Inc.

 

Located in Salt Lake City, Utah, SINTX Technologies is an advanced ceramics company that develops and commercializes materials, components, and technologies for medical and agribiotech 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 new markets. For more information on SINTX Technologies or its materials platform, visit www.sintx.com.

 

About SiNAPTIC

 

From industry to medical, SiNAPTIC is dedicated to the development and on-demand manufacturing of additive manufactured technical ceramics to improve lives and inspire the world to see in new ways. With a focus on innovation and quality, we offer a wide range of ceramic materials, allowing us to accelerate various applications across multiple industries such as aerospace & defense, medical, semiconductors, transportation, electronics, industrial manufacturing, and more. SiNAPTIC is based outside of Denver, Colorado. We transform ideas into real possibilities with our additive manufacturing platforms. Contact us to learn more about our services and how our technologies are driving the industry forward. For additional information, please visit www.sinaptic.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.

 

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. Forward looking statements include our belief that the acquisition will successfully shift our focus from R&D to revenue generation and commercial scale and result in increased value for our shareholders and accelerate the development of disruptive products and deliver meaningful clinical value. 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 19, 2025, 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, Inc.

801.839.3502

IR@sintx.com