{"url_path":"/sec/sint/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1269026/0001493152-26-026985-index.html","accession_number":"0001493152-26-026985","cik":"0001269026","ticker":"SINT","issuer_name":"Sintx Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1269026/0001493152-26-026985-index.html","primary_entity_key":"0001269026","primary_entity_name":"Sintx Technologies, Inc."},"word_count":1230,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Securities\nPurchase Agreement**\n\n** **\n\nOn\nJune 2, 2026, SINTX Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase\nAgreement”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell in a\nprivate placement (the “Offering”) an aggregate of 1,882,845 units (the “Units”) at a purchase price of $2.39\nper Unit for aggregate gross proceeds of approximately $4.5 million, before deducting fees and offering expenses.\n\n \n\nEach\nUnit consists of: one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”); one Class\nA Common Stock Purchase Warrant (the “Class A Warrant”); and one Class B Common Stock Purchase Warrant (the “Class\nB Warrant”).\n\n \n\nThe\nPurchase Agreement contains customary representations, warranties, covenants and closing conditions by the Company and the Purchasers.\nThe Company also agreed to file a resale registration statement covering the shares of Common Stock sold in the Offering and the shares\nissuable upon exercise of the warrants pursuant to a Registration Rights Agreement described below.\n\n \n\nThe\nforegoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the\nPurchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nOn\nApril 6, 2026, the Company entered into a Confidential and Proprietary Information Agreement (the “Partner Capital\nAgreement”) with Partner Capital Group, LLC (“Partner Capital”), pursuant to which Partner Capital acted as\nnon-exclusive marketing and consulting representative to represent the Company for an initial three (3) months term from the date of\nthis Agreement (the “Initial Term”) in a potential bona fide capital raising transaction involving the offer and sale of\nequity, equity-linked or debt securities of the Company to financial investors for the primary purpose of raising capital. Pursuant\nto the Partner Capital Agreement, the Company agreed to pay Partner Capital a cash placement fee equal to 7% of the aggregate gross\nproceeds received by the Company from targeted, qualified potential investors identified and introduced in writing during the\nInitial Term by Partner Capital, together with any other investors that are directly introduced to the Company for a potential investment in the\nCompany and to reimburse certain expenses incurred in connection with the Offering. The Company also agreed to provide customary\nindemnification and contribution rights to Partner Capital.\n\n \n\nThe\nPartner Capital Agreement contains customary representations, warranties, covenants and closing conditions of the parties.\n\n \n\nThe\nforegoing description of the Partner Capital Agreement does not purport to be complete and is qualified in its entirety by reference\nto 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\nby reference.\n\n \n\n**Class\nA Common Stock Warrants**\n\n** **\n\nAt\nthe closing of the Offering, the Company will issue Class A Warrants to purchase an aggregate of 1,882,845 shares of Common Stock. Each\nClass A Warrant becomes exercisable upon issuance, has an exercise price equal to $2.14 per share, subject to adjustment as provided\ntherein, and expires on the fifth anniversary of its issuance.\n\n \n\nThe\nClass A Warrants contain customary anti-dilution adjustments for stock splits, stock dividends and similar events. In addition, subject\nto compliance with applicable Nasdaq rules and stockholder approval requirements, the exercise price of the Class A Warrants is subject\nto adjustment if the Company issues Common Stock or Common Stock Equivalents in certain future equity financing transactions at a price\nbelow the then-current exercise price.\n\n \n\nThe\nClass A Warrants also contain customary provisions relating to fundamental transactions, including mergers, consolidations, sales of\nsubstantially all assets and similar transactions. Holders may exercise the warrants on a cashless basis under certain circumstances.\nThe Class A Warrants are also subject to beneficial ownership limitations of 4.99% or 9.99%, at the election of the holder.\n\n \n\nThe\nforegoing description of the Class A Warrants does not purport to be complete and is qualified in its entirety by reference to the form\nof Class A Common Stock Warrant filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n \n\n \n\n \n\n**Class\nB Common Stock Warrants**\n\n** **\n\nAt\nthe closing of the Offering, the Company will issue Class B Warrants to purchase an aggregate of 1,882,845 shares of Common Stock. The\nClass B Warrants are immediately exercisable, have an exercise price of $2.14 per share, subject to adjustment as provided therein, and\nexpire on the second anniversary of the initial exercise date.\n\n \n\nThe\nClass B Warrants contain customary anti-dilution adjustments for stock splits, stock dividends and similar events. In addition, subject\nto compliance with applicable Nasdaq rules and stockholder approval requirements, the exercise price of the Class B Warrants is subject\nto a adjustment if the Company completes certain future equity financings at a price below the then-current exercise price. The Class\nB Warrants also contain customary provisions relating to fundamental transactions, including mergers, consolidations and sales of substantially\nall of the Company’s assets. Under certain circumstances, holders may exercise the Class B Warrants on a cashless basis. The Class\nB Warrants are also subject to beneficial ownership limitations of 4.99% or 9.99%, at the election of the holder.\n\n \n\nIn\naddition, upon the occurrence of specified revenue milestones, the Company may require holders to exercise all or a portion of their\nthen-outstanding Class B Warrants. Specifically, if the Company reports quarterly revenue of at least $2.0 million in a fiscal quarter,\nas 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\ndeliver a notice requiring the holder to exercise all or a specified portion of the outstanding Class B Warrants within five business\ndays. Any portion of the called warrants not timely exercised would automatically expire without consideration, subject to the warrant’s\nbeneficial ownership limitations.\n\n \n\nThe\nforegoing description of the Class B Warrants does not purport to be complete and is qualified in its entirety by reference to the form\nof Class B Common Stock Warrant filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n**Registration\nRights Agreement**\n\n** **\n\nIn\nconnection with the Offering, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”)\nwith the Purchasers. Pursuant to the Registration Rights Agreement, the Company agreed to file with the Securities and Exchange Commission\n(the “SEC”) a registration statement covering the resale of the shares of Common Stock sold in the Offering and the shares\nissuable upon exercise of the warrants no later than 30 calendar days following the closing of the Offering and to use its best efforts\nto cause such registration statement to be declared effective within 60 calendar days after the closing (or 90 calendar days in the event\nof SEC review).\n\n \n\nThe\nCompany also agreed to use its best efforts to maintain the effectiveness of the registration statement until all registrable securities\ncovered thereby have been sold or may be sold without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended (the\n“Securities Act”).\n\n \n\nThe\nforegoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference\nto 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\nby reference."}