UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): September 8, 2025

Date of report (Date of earliest event reported): September 4, 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)		(Zip Code)

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~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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 ~~(see General Instruction A.2. below)~~:

☐	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 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On September 8, 2025, SINTX Technologies, Inc. (cthe “Company”) entered into an inducement agreement (the “Inducement Letter”) ~~Appointment~~with certain holders (the “Holders”) of ~~Principal~~certain ~~Financial~~of ~~Officer~~the Company’s existing warrants to purchase up to an aggregate of 1,099,431 shares of the Company’s common stock originally issued on February 25, 2025, with a five and one-half (5.5) years term at an exercise price of $3.32 per share (the “Existing Warrants”).

OnPursuant ~~September~~to 4,the ~~2025~~Inducement Letter, the ~~Board~~Holders ofagreed ~~Directors~~to ofexercise ~~SINTX~~for ~~Technologies,~~cash ~~Inc. (~~the ~~“Company”)~~Existing ~~appointed~~Warrants ~~Kevin~~to ~~Trask~~purchase asan ~~Chief~~aggregate ~~Financial~~of 1,099,431 ~~Officer~~shares ~~for~~of the Company.’s Incommon ~~connection~~stock ~~with~~at Mran exercise price of $3.32 ~~Trask~~per share in consideration of the Company’s ~~appointment~~agreement to issue new common stock purchase warrants (the “New Warrants”), as ~~his~~descried ~~annual~~below, ~~salary~~to ~~was~~purchase ~~increased~~up to ~~$300,000~~an ~~per~~aggregate ~~annum~~of 1,649,147 heshares isof ~~now~~the ~~eligible~~Company’s ~~for~~common astock ~~bonus~~(the “New Warrant Shares”) at an exercise price of up$4.79 per share. In addition, the Holders agreed to ~~35%~~pay of$0.125 ~~his~~per ~~salary~~New ~~payable~~Warrant atas consideration for the ~~discretion~~issuance of the ~~Board~~New ofWarrants. ~~Directors,~~The ~~and~~Company heexpects ~~received~~to anreceive ~~award~~aggregate gross proceeds of ~~20,000~~approximately ~~restricted~~$3.8 ~~stock~~million from ~~units,~~the ~~20%~~exercise of ~~which~~the ~~were~~Existing ~~immediately~~Warrants ~~vested~~by ~~with~~ the ~~remainder~~Holder, ~~vesting~~before atdeducting ~~the~~placement ~~rate~~agent offees ~~20%~~and ~~every~~other ~~six~~offering ~~months thereafter~~expenses ~~until~~payable ~~fully~~by the ~~vested~~Company.

~~Prior~~The toCompany ~~being~~has ~~appointed~~engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection with the ~~Company’s~~transactions ~~Chief~~contemplated ~~Financial~~by ~~Officer,~~the MrInducement Letter and has agreed to pay the Placement Agent a cash fee equal to 7.5% ~~Trask,~~of ~~age~~the aggregate ~~40,~~gross ~~served~~proceeds asreceived from the ~~Company~~Holder’s ~~Corporate~~exercise ~~Controller~~of the Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from ~~May~~the ~~2025~~exercise toof ~~September~~the ~~2025~~Existing Warrants. ~~From~~The ~~May~~Company ~~2024~~has also agreed to ~~May~~issue ~~2025,~~to hethe ~~served~~Placement asAgent ~~Corporate~~or ~~Controller~~its designees atwarrants ~~USANA~~(the ~~Health~~“Placement ~~Sciences,~~Agent ~~Inc.~~Warrants”) to purchase up to 82,457 ashares ~~global publicly~~of ~~traded~~common ~~company~~stock (representing 7.5% ~~From~~of ~~October~~the ~~2022~~Existing toWarrants ~~May~~being ~~2024~~exercised), ~~Mr.~~which ~~Trask~~will ~~served~~have the same terms as the ~~Head~~New ofWarrants ~~Finance~~except ~~and~~the ~~Accounting~~Placement atAgent Warrants will have an ~~early-stage~~exercise ~~private consumer~~price ~~goods~~equal ~~company~~to $4.3844 ~~From~~per ~~June~~share ~~2021~~(125% toof ~~October~~the ~~2022,~~exercise Mrprice of the Existing Warrants). ~~Trask~~The ~~served~~Company aswill also issue additional warrants to the ~~Director~~Placement Agent to purchase up to 9,935 shares of ~~Accounting~~common atstock ~~Quotient~~(representing ~~Technologies~~7.5% of warrants issued on February 25, ~~Inc~~2025 that were exercised other than in connection with the Inducement Letter), which also have the same terms as the aNew ~~publicly~~Warrants ~~traded~~except ~~company.~~that ~~Prior~~they will have an exercise price equal to ~~Quotient,~~$4.3125 Mr(the “Additional Placement Agent Warrants”). The ~~Trask~~New ~~held~~Warrants ~~multiple~~will be immediately exercisable from the date of issuance, ~~progressive~~until ~~accounting~~the five and ~~finance~~one-half ~~management~~(5.5) ~~positions~~year ~~at global~~anniversary ~~publicly~~of ~~traded~~such ~~companies~~date for the New Warrants. HeThe ~~began~~Placement ~~his~~Agent ~~career~~Warrants inand ~~public~~Additional ~~accounting,~~Placement ~~providing~~Agent ~~assurance~~Warrants ~~services~~will tobe ~~both~~immediately ~~large~~exercisable from ~~and~~the ~~small~~date ~~private~~of issuance, until five and ~~public~~ ~~companies.~~one-half Mr(5.5) ~~Trask~~years ~~holds~~after asuch Bdate.S. inIn ~~Accounting~~addition, ~~from~~the ~~California~~Company ~~State~~has ~~Polytechnic~~also ~~University~~agreed to pay the Placement Agent $35,000 for non-accountable expenses, up to $50,000 for legal and isother anout-of-pocket ~~actively~~expenses, and ~~licensed~~$15,950 ~~CPA~~for clearing fees.

~~There~~The ~~are~~closing noof ~~family~~the ~~relationships~~transactions ~~between~~contemplated ~~Mr.~~pursuant ~~Trask~~to ~~and~~the ~~any~~Inducement ~~director~~Letter oris ~~other~~expected ~~executive~~to ~~officer~~occur ofon ~~the~~or ~~Company.~~about ~~There~~September ~~are no transactions to~~9, ~~which~~2025 (the ~~Company~~“Closing ~~was~~Date”), orsubject isto asatisfaction of ~~participant~~customary ~~and~~closing inconditions. ~~which~~The ~~Mr.~~Company ~~Trask~~expects ~~has~~to ause ~~material~~the ~~interest~~net ~~subject~~proceeds tofrom ~~disclosure~~these ~~under~~transactions ~~Item~~for ~~404(a)~~general ofcorporate ~~Regulation S-K~~purposes.

~~There~~The ~~are~~resale noof ~~arrangements~~the orshares ~~understandings~~of ~~between~~the ~~Mr.~~Company’s ~~Trask~~common ~~and~~stock ~~any~~underlying ~~other~~the ~~person~~Existing Warrants have been registered pursuant to ~~which~~an heexisting registration ~~was~~statement ~~selected~~on asForm anS-3 ~~officer~~(File ofNo. 333-285932), declared effective by the ~~Company~~Securities and Exchange Commission (the “SEC”) on March 27, 2025.

The Company also agreed to file a registration statement on Form S-3 (eor other appropriate form, including on Form S-1, if the Company is not then S-3 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the ~~Compensatory~~“Resale ~~Arrangements~~Registration Statement”), as soon as practicable after the Closing Date (and in any event within thirty (30) calendar days of ~~Certain~~the ~~Officers~~date of the Inducement Letter), and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within sixty (60) calendar days following the date of the Inducement Letter (or within ninety (90) calendar days following the date of the Inducement Letter in case of “full review” of the Resale Registration Statement by the SEC) and to keep the Resale Registration Statement effective at all times until the earlier of such time that (i) no holder of the New Warrants owns any New Warrants or New Warrant Shares or (ii) the New Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the New Warrants), without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such New Warrant Shares and without volume or manner-of-sale restrictions. In the Inducement Letter, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until fifteen (15) days after the Closing Date. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until one (1) year after the Closing Date (subject to certain exceptions).

On September 4, 2025, at the 2025 Annual Meeting of Stockholders of the Company, along with other items discussed in Item 5.07 below, the Company’s stockholders approved the 2025 Equity Incentive Plan (the “Plan”). The Plan was previously approved by the Company’s Board of Directors, subject to stockholder approval.1

The ~~material~~New ~~features~~Warrants, ofPlacement ~~the~~Agent ~~Plan~~Warrants, ~~are~~the ~~described~~New onWarrant ~~pages~~Shares 30and ~~through~~the 35shares of ~~the~~common ~~Company’s~~stock ~~definitive~~issuable ~~proxy~~upon ~~statement,~~the ~~filed~~exercise ~~with~~of the Placement ~~U.S.~~Agent ~~Securities~~Warrants are being offered and ~~Exchange~~sold ~~Commission~~pursuant onto ~~July~~an 31exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, ~~2025~~as amended (the “~~Proxy~~Securities ~~Statement~~Act”),. ~~which~~The ~~description~~Holder has represented that it is ~~incorporated~~an byaccredited ~~reference herein.~~investor ~~Additionally,~~as ~~the~~defined ~~full~~in Rule ~~text~~501 of the ~~Plan~~Securities isAct ~~appended~~and ashas ~~Appendix~~acquired Asuch tosecurities ~~the~~for ~~Proxy~~their ~~Statement~~own account and ~~incorporated~~has byno ~~reference~~arrangements ~~herein.~~or understandings for any distribution thereof. The ~~description~~offer and sale of the ~~Plan~~foregoing insecurities is being made without any form of general solicitation or advertising. The New Warrants, Placement Agent Warrants, the ~~Proxy~~New ~~Statement~~Warrant Shares and the ~~foregoing~~shares ~~disclosure~~of ~~under~~common ~~Item~~stock ~~5.02(e)~~issuable upon the exercise of ~~this~~the ~~Current~~Placement Agent ~~Report~~Warrants onhave ~~Form~~not ~~8-K~~been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may ~~are~~not ~~qualified~~be offered or sold in ~~their~~the ~~entirety~~United byStates ~~reference~~except pursuant to ~~the~~an ~~full~~effective ~~text~~registration statement or an applicable exemption from the registration requirements of the ~~Plan~~Securities Act and such applicable state securities laws.

~~Item~~This ~~5.07~~Current ~~Submission~~Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of ~~Matters~~the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to aregistration ~~Vote~~or qualification under the securities laws of ~~Security~~any ~~Holders~~such state or jurisdiction.

OnImmediately ~~September~~prior 4to the transactions contemplated by the Inducement Letter, ~~2025~~the number of shares of the Company’s common stock that was issued and outstanding was 2,850,957. ~~SINTX~~After ~~Technologies~~giving effect to the transactions contemplated by the Inducement Letter, ~~Inc.~~including ~~held~~the ~~its~~closing ~~2025~~thereof, the ~~annual~~number ~~meeting~~of shares of ~~stockholders~~the atCompany’s ~~which~~common ~~the~~stock ~~following~~that ~~matters~~will ~~were~~be ~~voted~~issued ~~on:~~and outstanding is 3,950,388.

~~Proposal~~Terms ~~No. 1: Election~~ of ~~Directors. The Company’s stockholders elected for a three-year term two persons nominated for election as Class II directors. The following table sets forth~~ the ~~vote~~New ~~of the shareholders at the meeting with respect to the election of directors:~~Warrants

Nominee	Votes For		Votes Withheld		Broker Non-vote		Abstain
Robert Mitchell		879,648		12,298		637,032		-
Chris Lyons		879,749		12,197		637,032

The following summary of certain terms and provisions of the New Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the New Warrants, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The following description of the New Warrants is qualified in its entirety by reference to such exhibit.

~~Proposal~~The ~~No.~~Placement 2:Agent AWarrants ~~proposal~~and toAdditional ~~ratify~~Placement Agent Warrants have the ~~Audit~~same ~~Committee’s~~terms ~~appointment~~as the New Warrants, except that they have exercise prices per share of ~~Tanner~~$4.3844 ~~LLC~~and as$4.3125, respectively. This summary of the ~~Company’s~~provisions ~~independent~~of ~~registered~~the ~~public~~Placement Agent Warrants and Additional ~~accounting~~Placement ~~firm~~Agent ~~for~~Warrants is not complete and is subject to, and qualified in its entirety by, the ~~year~~provisions ~~ending~~of ~~December~~the 31Placement Agent Warrants and Additional Placement Agent Warrants, ~~2025.~~forms ~~This~~of ~~proposal~~which ~~was~~are ~~ratified~~filed as Exhibits 10.3 and 10.4, respectively.

For			Against				Abstain				Broker Non-vote
1,488,908				33,019				7,051				-

Duration and Exercise Price

~~Proposal~~The ~~No.~~New 3:Warrants Awill have ~~proposal~~an exercise price equal to ~~adopt,~~$4.79 onper anshare. ~~advisory~~The ~~basis,~~New aWarrants ~~non-binding~~will ~~resolution~~be ~~approving~~immediately exercisable from the ~~compensation~~date of ~~the~~issuance ~~Company’s~~for ~~named~~five ~~executive~~and ~~officers,~~one-half as(5.5) ~~described~~years. The exercise price and number of New Warrant Shares issuable upon exercise of the New Warrants is subject to appropriate adjustment in the ~~Proxy~~event ~~Statement~~of ~~under~~stock ~~“Executive~~dividends, ~~Compensation.”~~stock ~~This~~splits, ~~proposal~~subsequent ~~was~~rights ~~adopted~~offerings, pro rata distributions, reorganizations, or similar events affecting the Company’s common stock and the exercise price.

For			Against				Abstain				Broker Non-vote
847,475				40,089				4,382				637,032

Exercisability

~~Proposal~~The NoNew Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of the Company’s common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates and attribution parties) may not exercise any portion of such holder’s New Warrants to the extent that the holder would beneficially own more than 4:.99% A(or, ~~proposal~~at the election of the holder, 9.99%) of the outstanding common stock immediately after exercise, calculated in accordance with the terms of the New Warrants, except that upon prior notice from the holder to ~~approve~~the ~~adoption~~Company, the holder may increase or decrease the amount of ownership of outstanding stock after exercising the ~~2025~~holder’s ~~Equity~~New ~~Incentive~~Warrants ~~Plan~~up to 9.99% ~~This~~of ~~proposal~~the ~~was~~number ~~approved~~of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the New Warrants, provided that any increase will not be effective until the 61st day after such notice is delivered to the Company.

For			Against				Abstain				Broker Non-vote
813,349				74,329				4,268				637,032

~~Proposal~~Cashless No. 5: A proposal to approve one or more adjournments of the annual meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt one or more of the foregoing proposals. This proposal was approved.Exercise

For			Against				Abstain				Broker Non-vote
1,414,413				107,270				7,295				-

If, at any time after ninety (90) days after the issuance of the New Warrants there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the New Warrant Shares by the holder, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part), the net number of shares of common stock determined according to a formula set forth in the New Warrants.

~~Item~~Trading ~~9.01. Financial Statements and Exhibits.~~Market

There is no established trading market for the New Warrants, and the Company does not expect an active trading market to develop. The Company does not intend to apply to list the New Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the New Warrants will be extremely limited.

Rights as a Stockholder

Except as otherwise provided in the New Warrants or by virtue of the holder’s ownership of shares of the Company’s common stock, such holder of New Warrants does not have the rights or privileges of a holder of the Company’s common stock, including any voting rights, until such holder exercises such holder’s New Warrants. The New Warrants will provide that the holders of the New Warrants have the right to participate in distributions or dividends paid on shares of the Company’s common stock.

Fundamental Transactions

If at any time the New Warrants are outstanding, the Company, either directly or indirectly, in one or more related transactions effect a Fundamental Transaction (as defined in the New Warrants), a holder of New Warrants will be entitled to receive, for each warrant share, the number of shares of common stock of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional consideration receivable as a result of the Fundamental Transaction by such holder of the number of shares of common stock for which the New Warrants are exercisable immediately prior to the Fundamental Transaction (without regard to beneficial ownership limitations). Alternatively, at the holder’s option, the Company or successor entity may be required to purchase the New Warrants for cash equal to their Black Scholes Value (as defined in the New Warrants).

Waivers and Amendments

The New Warrants may be modified or amended or the provisions of the New Warrants waived with the Company’s and the holder’s written consent.

The forms of Inducement Letter, New Warrants and Placement Agent Warrants are attached as Exhibits 10.1, 10.2 and 10.3, respectively. The description of the terms of the Inducement Letter and the New Warrants are not intended to be complete and are qualified in its entirety by reference to such exhibits. The Inducement Letter contains customary representations, warranties and covenants by the Company which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Item 3.02 Unregistered Sales of Equity Securities.

The information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated herein by reference.

Warning Concerning Forward Looking Statements

This Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, this Current Report states that the closing of the offering is expected to close on or about September 8, 2025. In fact, the closing of the offering is subject to various conditions and contingencies as are customary in similar purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		~~SINTX~~Form ~~Technologies,~~of ~~Inc.~~Inducement ~~2025 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 31, 2025).~~Letter
10.2		Form of New Warrant
10.3		Form of Placement Agent Warrant
10.4		Form of Additional Placement Agent Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~3

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.
		SINTX Technologies, Inc.
Date: September 5, 2025	/s/ Kevin Ontiveros
Date:	September 9, 2025	By:	/s/ Eric K. Olson
	Kevin Ontiveros
			Eric K. Olson
	Chief Legal Officer
			Chief Executive Officer

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