Filed
Pursuant to Rule 424(b)(3)
Registration
File No. 333-234438
PROSPECTUS
SUPPLEMENT NO. 1
To
Prospectus dated January 17, 2020
SINTX
TECHNOLOGIES, INC.
Subscription
Rights to Purchase Up to 8,000 Units
Consisting
of an Aggregate of Up to 8,000 Shares of Series C Convertible Preferred Stock
and
Warrants to Purchase Up to 5,400,000 Shares of Common Stock
at
a Subscription Price of $1,000 Per Unit and
Up
to 5,400,000 Shares of Common Stock Issuable upon the Conversion of
Series
C Convertible Preferred Stock Included in the Units and
Up
to 5,400,000 Shares of Common Stock Issuable upon the Exercise of
Warrants
Included in the Units
This
Prospectus Supplement No. 1 amends and supplements the prospectus dated January 17, 2020, or the Prospectus, which forms a part
of our Registration Statement on Form S-1 (Registration No. 333-234438). This Prospectus Supplement No. 1 is being filed to amend
and supplement certain information included in the Prospectus with the information contained in this Prospectus Supplement No.
1.
The
Prospectus and this Prospectus Supplement No. 1 relate to our distribution to holders of our common stock, Series B Preferred
Stock, and certain outstanding warrants (which we refer to as the Participating Warrants), at no charge, non-transferable subscription
rights to purchase units. Each unit, which we refer to as a Unit, consists of one share of Series C Convertible Preferred Stock,
which we refer to as the Preferred Stock, and 675 warrants to purchase common stock, which we refer to as the Warrants.
We refer to the offering that is the subject of the Prospectus and this Prospectus Supplement No. 1 as the Rights Offering.
On
January 28, 2020, we determined to (i) decrease the conversion price of the Preferred Stock from $2.00 to $1.4814,
(ii) decrease the exercise price of the Warrants from $2.00 to $1.50 per share and (iii) increase the number of Warrants
included in each unit from 500 to 675. Please see the “Summary of the Rights Offering” below for greater detail.
Accordingly, each subscription right will entitle you to purchase one Unit, which we refer to as the Basic Subscription Right,
at a subscription price per Unit of $1,000, which we refer to as the Subscription Price. Each share of Preferred Stock is convertible,
at our option at any time on or after the first anniversary of the expiration of the rights offering or at the option of the holder
at any time, into a number of shares of our common stock equal to the quotient of the stated value of the Preferred Stock ($1,000)
divided by the Conversion Price (initially, $1.4814 per share). Each Warrant will be exercisable for one share of our common
stock at an exercise price of $1.50 per share from the date of issuance through its expiration five years from the date
of issuance. If you exercise your Basic Subscription Rights in full, and any portion of the Units remain available under the Rights
Offering, you will be entitled to an over-subscription privilege to purchase a portion of the unsubscribed Units at the Subscription
Price, subject to proration and ownership limitations, which we refer to as the Over-Subscription Privilege. Each subscription
right consists of a Basic Subscription Right and an Over-Subscription Privilege, which we refer to as the Subscription Right.
The
Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on February 3, 2020, unless the Rights Offering
is extended or earlier terminated by us. If we elect to extend the Rights Offering, we will issue a press release announcing the
extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date of
the Rights Offering. We may extend the Rights Offering for additional periods in our sole discretion for any reason for up to
an additional 45 days. Once made, all exercises of Subscription Rights are irrevocable.
We
have not entered into any standby purchase agreement or other similar arrangement in connection with the Rights Offering. The
Rights Offering is being conducted on a best-efforts basis and there is no minimum amount of proceeds necessary to be received
in order for us to close the Rights Offering.
We
have engaged Maxim Group LLC to act as dealer-manager in the Rights Offering.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of the Prospectus. You should
carefully consider these risk factors, as well as the information contained in the Prospectus and this Prospectus Supplement No.
1, before you invest.
Our
stock transfer agent, American Stock Transfer & Trust Company, LLC, is serving as the Subscription Agent and D.F. King &
Co., Inc. is serving as Information Agent for the Rights Offering. The Subscription Agent will hold the funds we receive from
subscribers until we complete, abandon or terminate the Rights Offering. If you want to participate in this Rights Offering and
you are the record holder of your shares, we recommend that you submit your subscription documents to the Subscription Agent well
before the deadline. If you want to participate in this Rights Offering and you hold shares of our common stock, Series B Preferred
Stock or Participating Warrants through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer,
bank or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided
by your broker, dealer, bank or other nominee. For a detailed discussion, see “The Rights Offering - The Subscription Rights”
in the Prospectus.
Our
board of directors reserves the right to terminate the Rights Offering for any reason any time before the expiration of the Rights
Offering. If we terminate the Rights Offering, all subscription payments received will be returned within 10 business days, without
interest or deduction. We expect the Rights Offering to expire on or about February 3, 2020, subject to our right to extend the
Rights Offering as described above, and that we would close on subscriptions within five business days of such date.
Our
common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “SINT.” On January 28, 2020,
the last reported sale price of our common stock was $1.80 per share. There is no public trading market for the Preferred
Stock or the Warrants and they will not be listed for trading on Nasdaq or any other securities exchange or market. The Subscription
Rights are non-transferrable and will not be listed for trading on Nasdaq or any other securities exchange or market. You are
urged to obtain a current price quote for our common stock before exercising your Subscription Rights.
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Per Unit
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Total(2)
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Subscription price
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$
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1,000
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$
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8,000,000
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Dealer-Manager fees and expenses(1)
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$
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79.38
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$
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635,000
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Proceeds to us, before expenses
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$
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920.62
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$
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7,365,000
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(1)
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In
connection with this Rights Offering, we have agreed to pay to Maxim Group LLC as the dealer-manager an aggregate cash fee
equal to 7.0% of the gross proceeds received by us directly from exercises of the Subscription Rights. We agreed to reimburse
expenses of Maxim Group LLC in the Rights Offering, up to $75,000. We have also agreed to issue Maxim Group LLC a warrant
covering a number of shares of our common stock equal to 4.0% of the total number of shares of common stock issuable upon
the conversion of the Preferred Stock issued in the Rights Offering. See “Plan of Distribution.”
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(2)
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Assumes
the Rights Offering is fully subscribed but excludes proceeds from the exercise of Warrants included within the Units.
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Our
board of directors is making no recommendation regarding your exercise of the Subscription Rights. You should carefully consider
whether to exercise your Subscription Rights before the expiration date. You may not revoke or revise any exercises of Subscription
Rights once made.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
Dealer-Manager
Maxim
Group LLC
The
date of this Prospectus Supplement is January 29, 2020
This
Prospectus Supplement No. 1 amends and supplements the Prospectus to reflect (i) a decrease in the conversion price of the
Preferred Stock from $2.00 to $1.4814, (ii) a decrease the exercise price of the Warrants From $2.00 per share to $1.50
per share and (iii) an increase to the number of Warrants contained in a Unit from 500 to 675. As a result of these
modifications, all references in the Prospectus to the following are hereby amended as follows:
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the
Preferred Stock conversion price of $2.00 per share is reduced to $1.4814 per share;
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an
aggregate of 4,000,000 shares of common stock issuable upon the conversion of the Preferred Stock is increased to an aggregate
of 5,400,000 shares of common stock issuable upon the conversion of the Preferred Stock;
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the
500 Warrants per Unit is increased to 675 Warrants per Unit;
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the
Warrant exercise price of $2.00 per share is decreased to $1.50 per share; and
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●
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assuming
all subscription rights are exercised, warrants to purchase an additional 4,391,319 shares of common stock issued and outstanding
after the offering is increased to warrants to purchase an additional 5,791,319 shares of common stock issued and outstanding
after the offering.
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This
Prospectus Supplement No. 1 should be read in conjunction with and is qualified by reference to the Prospectus, except to the
extent that the information provided by this Prospectus Supplement No. 1 explicitly supersedes the information contained in the
Prospectus. You should read this Prospectus Supplement No.1, the Prospectus, and any applicable prospectus supplement and the
information incorporated by reference in the Prospectus before making an investment in the securities of SINTX Technologies, Inc.
Please read “Where You Can Find Additional Information” on page 6 of the Prospectus for more information.
We
have not authorized anyone to provide you with any information or to make any representation, other than those contained in this
Prospectus Supplement No. 1, the Prospectus or any free writing prospectus we have prepared. We take no responsibility for, and
provide no assurance as to the reliability of, any other information that others may give you. This Prospectus Supplement No.
1 and the Prospectus is an offer to sell only the Units offered hereby, but only in circumstances and in jurisdictions where it
is lawful to so do. The information contained in this Prospectus Supplement No. 1 and the Prospectus is accurate only as of its
date, regardless of the time of delivery of this Prospectus Supplement No. 1 and the Prospectus or of any sale of our Units. Our
business, financial condition, results of operations and prospects may have changed since that date.
For
investors outside the United States: Neither we nor the dealer-manager has done anything that would permit this offering or possession
or distribution of this Prospectus Supplement No. 1 and the Prospectus in any jurisdiction where action for that purpose is required,
other than in the United States. Persons outside the United States who come into possession of this Prospectus Supplement No.
1 and the Prospectus must inform themselves about, and observe any restrictions relating to, the offering of securities and the
distribution of this Prospectus Supplement No. 1 and the Prospectus outside the United States.
The
section of the Prospectus Summary entitled “Summary of The Rights Offering” is hereby replaced by the following “Summary
of The Rights Offering” section, which reflects the changes noted above.
Summary
of the Rights Offering
Securities
to be Offered
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We
are distributing to you, at no charge, one non-transferable Subscription Right to purchase one Unit for every share of our
common stock (or share of common stock issuable upon conversion of Series B Preferred Stock and exercise of the Participating
Warrants) that you owned on the Record Date. Each Unit consists of one share of our Preferred Stock and 675 Warrants.
The Units will separate upon the closing of the Rights Offering and the Preferred Stock and Warrants will be issued separately,
however, they may only be purchased as a Unit, and the Unit will not trade as a separate security.
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Size
of Offering
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8,000
Units.
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Subscription
Price
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$1,000
per Unit.
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Series
C Convertible Preferred Stock
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Each
share of Preferred Stock will be convertible, at our option at any time on or after the first anniversary of the expiration
of the rights offering, subject to certain conditions, or at the option of the holder at any time, into the number of shares
of our common stock determined by dividing the $1,000 stated value per share of the Preferred Stock by a conversion price
of $1.4814 per share, subject to adjustment. The Preferred Stock has certain conversion rights and dividend rights.
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Warrants
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Each
Warrant entitles the holder to purchase one share of our common stock at an exercise price of $1.50 per share, subject
to adjustment, from the date of issuance through its expiration five years from the date of issuance. The Warrants will be
exercisable for cash, or, solely during any period when a registration statement for the exercise of the Warrants is not in
effect, on a cashless basis, at any time and from time to time after the date of issuance. We may redeem the Warrants for
$0.01 per Warrant if our common stock closes above $8.00 per share for ten consecutive trading days, provided that we may
not do so prior to the first anniversary of expiration of the Rights Offering.
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Record
Date
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5:00
p.m., Eastern Time, January 17, 2020.
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Basic
Subscription Rights
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Your
Basic Subscription Right will entitle you to purchase one Unit at the Subscription Price. You may exercise your Basic Subscription
Right for some or all of your Subscription Rights, or you may choose not to exercise your Subscription Rights. If you choose
to exercise your Subscription Rights, there is no minimum number of Units you must purchase. We are distributing Basic Subscription
Rights to purchase an aggregate of 2,910,462 Units, but are only selling 8,000 Units in the Rights Offering. In the event
that the Rights Offering is over-subscribed, rights holders will be entitled to their pro rata portion of the Units.
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Over-Subscription
Privilege
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If
you exercise your Basic Subscription Rights in full, you may also choose to exercise an over-subscription privilege to purchase
a portion of any Units that are not purchased by our other common and Series B Preferred stockholders or warrant holders through
the exercise of their Basic Subscription Rights, subject to proration and stock ownership limitations described elsewhere
in this prospectus. The subscription agent will return any excess payments by mail without interest or deduction promptly
after expiration of the subscription period.
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Expiration
Date
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The
Subscription Rights will expire at 5:00 p.m., Eastern Time, on February 3, 2020.
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Procedure
for Exercising Subscription Rights
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To
exercise your Subscription Rights, you must take the following steps:
If
you are a record holder, as of the Record Date, of our common stock, Series B Preferred Stock or Participating Warrants,
you must deliver payment and a properly completed Rights Certificate to the Subscription Agent to be received before 5:00
p.m., Eastern Time, on February 3, 2020. You may deliver the documents and payments by first class mail or courier service.
If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt
requested.
If
as of the Record Date you are a beneficial owner of shares of common stock, Series B Preferred Stock or Participating
Warrants that are registered in the name of a broker, dealer, bank or other nominee, you should instruct your broker,
dealer, bank or other nominee to exercise your Subscription Rights on your behalf. Please follow the instructions of your
nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on February 3, 2020.
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Payment
Adjustments
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If
you send a payment that is insufficient to purchase the number of Units requested, or if the number of Units requested is
not specified in the Rights Certificate, the payment received will be applied to exercise Subscription Rights to the extent
of the payment. If the payment exceeds the amount necessary for the full exercise of your Subscription Rights, including any
over-subscription privilege exercised and permitted, the excess will be returned to you promptly in cash. You will not receive
interest or a deduction on any payments refunded to you under the Rights Offering.
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Delivery
of Shares and Warrants
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As
soon as practicable after the expiration of the Rights Offering, and within five business days thereof, we expect to close
on subscriptions and for the Subscription Agent to arrange for the issuance of the shares of Preferred Stock and Warrants
purchased pursuant to the Rights Offering. All shares and Warrants that are purchased in the Rights Offering will be issued
in book-entry, or uncertificated, form meaning that you will receive a direct registration, or DRS, account statement from
our transfer agent reflecting ownership of these securities if you are a holder of record. If you hold your shares or Participating
Warrants in the name of a bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the
securities you purchased in the Rights Offering.
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Non-transferability
of Subscription Rights
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The
Subscription Rights may not be sold, transferred, assigned or given away to anyone. The Subscription Rights will not be listed
for trading on any stock exchange or market.
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Transferability
of Warrants
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The
Warrants will be separately transferable following their issuance and through their expiration five years from the date of
issuance.
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No
Board Recommendation
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Our
board of directors is not making a recommendation regarding your exercise of the Subscription Rights. You are urged to make
your decision to invest based on your own assessment of our business and financial condition, our prospects for the future,
the terms of the Rights Offering, the information in this prospectus and other information relevant to your circumstances.
Please see “Risk Factors” for a discussion of some of the risks involved in investing in our securities.
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No
Revocation
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Except
as described below, all exercises of Subscription Rights are irrevocable, even if you later learn of information that you
consider to be unfavorable to the exercise of your Subscription Rights.
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Use
of Proceeds
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Assuming
the exercise of Subscription Rights to purchase all Units of the Rights Offering, after deducting fees and expenses and excluding
any proceeds received upon exercise of any Warrants, we estimate the net proceeds of the Rights Offering will be approximately
$7.4 million. We intend to use the net proceeds from the exercise of Subscription Rights for general corporate purposes and
to fund ongoing operations and expansion of our business. See “Use of Proceeds.”
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Material
U.S. Federal Income
Tax
Consequences
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For
U.S. federal income tax purposes, we do not believe you should recognize income or loss upon receipt or exercise of a Subscription
Right. You should consult your own tax advisor as to the tax consequences of the Rights Offering in light of your particular
circumstances. See “Material U.S. Federal Income Tax Consequences.”
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Extension,
Amendment and Termination
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Although
we do not presently intend to do so, we may extend the Rights Offering for additional
time in our sole discretion for any reason for up to an additional 45 days. For example,
we may decide that changes in the market price of our common stock warrant an extension,
or we may decide that the degree of stockholder participation in the Rights Offering
is less than the level we desire. In the event that we decide to extend the Rights Offering
and you have already exercised your Subscription Rights, your subscription payment will
remain with the Subscription Agent until such time as the Rights Offering closes or is
terminated. We also reserve the right to amend or modify the terms of the Rights Offering,
as appropriate. Our board of directors may for any reason terminate the Rights Offering
at any time before the expiration of the Rights Offering. In the event that the Rights
Offering is cancelled, all subscription payments received by the Subscription Agent will
be returned, without interest or deduction, as soon as practicable.
If
we should make any fundamental changes to the terms set forth in this prospectus, we will file a post-effective amendment
to the registration statement in which this prospectus is included, offer potential purchasers who have subscribed for
rights the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder or eligible
warrant holder and recirculate an updated prospectus after the post-effective amendment is declared effective with the
SEC.
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Subscription
Agent
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American
Stock Transfer & Trust Company, LLC
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Information
Agent
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D.F.
King & Co., Inc.
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Questions
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If
you have any questions about the Rights Offering, please contact the Information Agent, D.F. King & Co., Inc., toll free
at (866) 620-2536, by mail at D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005 or by email at sintx@dfking.com.
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Market
for Common Stock
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Our
common stock is listed on Nasdaq under the symbol “SINT.”
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Market
for Series C Preferred Stock
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There
is no established public trading market for the Series C Preferred Stock, and we do not expect a market to develop. In addition,
we do not intend to apply for listing of the Series C Preferred Stock on any securities exchange or recognized trading system.
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Market
for Warrants
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There
is no established public trading market for the Warrants, and we do not expect a market to develop. In addition, we do not
intend to apply for listing of the Warrants on any securities exchange or recognized trading system.
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Dealer-manager
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Maxim
Group LLC will act as dealer-manager for the Rights Offering.
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Subscription
Rights to Purchase Up to 8,000 Units
Consisting
of an Aggregate of Up to 8,000 Shares of Series C Convertible Preferred Stock
and Warrants to Purchase Up to 5,400,000 Shares of Common Stock
at
a Subscription Price of $1,000 Per Unit and
Up
to 5,400,000 Shares of Common Stock Issuable upon the Conversion of
Series
C Convertible Preferred Stock Included in the Units and
Up
to 5,400,000 Shares of Common Stock Issuable upon the Exercise of
Warrants
Included in the Units
PROSPECTUS
Dealer-Manager
Maxim
Group LLC
January
29, 2020
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