SINT Sintx Technologies, Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

Securities
Purchase Agreement

On
June 2, 2026, SINTX Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell in a
private placement (the “Offering”) an aggregate of 1,882,845 units (the “Units”) at a purchase price of $2.39
per Unit for aggregate gross proceeds of approximately $4.5 million, before deducting fees and offering expenses.

Each
Unit consists of: one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”); one Class
A Common Stock Purchase Warrant (the “Class A Warrant”); and one Class B Common Stock Purchase Warrant (the “Class
B Warrant”).

The
Purchase Agreement contains customary representations, warranties, covenants and closing conditions by the Company and the Purchasers.
The Company also agreed to file a resale registration statement covering the shares of Common Stock sold in the Offering and the shares
issuable upon exercise of the warrants pursuant to a Registration Rights Agreement described below.

The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On
April 6, 2026, the Company entered into a Confidential and Proprietary Information Agreement (the “Partner Capital
Agreement”) with Partner Capital Group, LLC (“Partner Capital”), pursuant to which Partner Capital acted as
non-exclusive marketing and consulting representative to represent the Company for an initial three (3) months term from the date of
this Agreement (the “Initial Term”) in a potential bona fide capital raising transaction involving the offer and sale of
equity, equity-linked or debt securities of the Company to financial investors for the primary purpose of raising capital. Pursuant
to the Partner Capital Agreement, the Company agreed to pay Partner Capital a cash placement fee equal to 7% of the aggregate gross
proceeds received by the Company from targeted, qualified potential investors identified and introduced in writing during the
Initial Term by Partner Capital, together with any other investors that are directly introduced to the Company for a potential investment in the
Company and to reimburse certain expenses incurred in connection with the Offering. The Company also agreed to provide customary
indemnification and contribution rights to Partner Capital.

The
Partner Capital Agreement contains customary representations, warranties, covenants and closing conditions of the parties.

The
foregoing description of the Partner Capital Agreement does not purport to be complete and is qualified in its entirety by reference
to the Partner Capital Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein
by reference.

Class
A Common Stock Warrants

At
the closing of the Offering, the Company will issue Class A Warrants to purchase an aggregate of 1,882,845 shares of Common Stock. Each
Class A Warrant becomes exercisable upon issuance, has an exercise price equal to $2.14 per share, subject to adjustment as provided
therein, and expires on the fifth anniversary of its issuance.

The
Class A Warrants contain customary anti-dilution adjustments for stock splits, stock dividends and similar events. In addition, subject
to compliance with applicable Nasdaq rules and stockholder approval requirements, the exercise price of the Class A Warrants is subject
to adjustment if the Company issues Common Stock or Common Stock Equivalents in certain future equity financing transactions at a price
below the then-current exercise price.

The
Class A Warrants also contain customary provisions relating to fundamental transactions, including mergers, consolidations, sales of
substantially all assets and similar transactions. Holders may exercise the warrants on a cashless basis under certain circumstances.
The Class A Warrants are also subject to beneficial ownership limitations of 4.99% or 9.99%, at the election of the holder.

The
foregoing description of the Class A Warrants does not purport to be complete and is qualified in its entirety by reference to the form
of Class A Common Stock Warrant filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Class
B Common Stock Warrants

At
the closing of the Offering, the Company will issue Class B Warrants to purchase an aggregate of 1,882,845 shares of Common Stock. The
Class B Warrants are immediately exercisable, have an exercise price of $2.14 per share, subject to adjustment as provided therein, and
expire on the second anniversary of the initial exercise date.

The
Class B Warrants contain customary anti-dilution adjustments for stock splits, stock dividends and similar events. In addition, subject
to compliance with applicable Nasdaq rules and stockholder approval requirements, the exercise price of the Class B Warrants is subject
to a adjustment if the Company completes certain future equity financings at a price below the then-current exercise price. The Class
B Warrants also contain customary provisions relating to fundamental transactions, including mergers, consolidations and sales of substantially
all of the Company’s assets. Under certain circumstances, holders may exercise the Class B Warrants on a cashless basis. The Class
B Warrants are also subject to beneficial ownership limitations of 4.99% or 9.99%, at the election of the holder.

In
addition, upon the occurrence of specified revenue milestones, the Company may require holders to exercise all or a portion of their
then-outstanding Class B Warrants. Specifically, if the Company reports quarterly revenue of at least $2.0 million in a fiscal quarter,
as evidenced in a Quarterly Report on Form 10-Q, Annual Report on Form 10-K, or certain Current Reports on Form 8-K, the Company may
deliver a notice requiring the holder to exercise all or a specified portion of the outstanding Class B Warrants within five business
days. Any portion of the called warrants not timely exercised would automatically expire without consideration, subject to the warrant’s
beneficial ownership limitations.

The
foregoing description of the Class B Warrants does not purport to be complete and is qualified in its entirety by reference to the form
of Class B Common Stock Warrant filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

Registration
Rights Agreement

In
connection with the Offering, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Purchasers. Pursuant to the Registration Rights Agreement, the Company agreed to file with the Securities and Exchange Commission
(the “SEC”) a registration statement covering the resale of the shares of Common Stock sold in the Offering and the shares
issuable upon exercise of the warrants no later than 30 calendar days following the closing of the Offering and to use its best efforts
to cause such registration statement to be declared effective within 60 calendar days after the closing (or 90 calendar days in the event
of SEC review).

The
Company also agreed to use its best efforts to maintain the effectiveness of the registration statement until all registrable securities
covered thereby have been sold or may be sold without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended (the
“Securities Act”).

The
foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference
to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein
by reference.

Item
3.02 Unregistered Sales of Equity Securities.

The
disclosure set forth above under Item 1.01 is incorporated herein by reference.

On
June 2, 2026, the Company entered into a private placement of 1,882,845 Units to accredited investors for aggregate gross proceeds of
approximately $4.5 million, before deducting placement agent fees and offering expenses. Each Unit consisted of one share of Common Stock,
one Class A Warrant and one Class B Warrant. The Class A Warrants and Class B Warrants each entitle the holder to purchase one share
of Common Stock for each share of Common Stock purchased in the Offering, resulting in aggregate warrant coverage equal to 200% of the
shares of Common Stock issued in the Offering.

The
securities issued in the Offering were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Purchasers represented that they were accredited investors,
acquired the securities for investment purposes only and not with a view toward distribution, and appropriate restrictive legends were
placed on the securities issued in the Offering. The Offering was conducted without any general solicitation or general advertising.

The
securities issued in the Offering have not been registered under the Securities Act or applicable state securities laws and may not be
offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities
Act and applicable state securities laws.

Item
8.01. Other Events

On
June 3, 2026, the Company issued a press release announcing the Private Placement. 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.

(d)
Exhibits.

Exhibit
No.

Description

4.1

Form
of Class A Common Stock Purchase Warrant

4.2

Form
of Class B Common Stock Purchase Warrant

10.1

Securities
Purchase Agreement, dated June 2, 2026

10.2

Registration
Rights Agreement, dated June 2, 2026

10.3

Partner Capital Agreement, dated April 6, 2026

99.1

Press Release dated June 3, 2026

104

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