Form 8-K - Current report
November 01 2024 - 4:30PM
Edgar (US Regulatory)
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2024-10-29
2024-10-29
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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): October 29, 2024
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 29, 2024, SINTX Technologies, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the
previously executed Executive Employment Agreement (the “Agreement”) with its Chief Executive Officer and President Eric
K. Olson. The amendment extended the term of the Agreement from six (6) months to twelve (12) months, subject to automatic renewals for
additional six-month periods unless either the Company or Mr. Olson provides prior written notice of termination at least 30 days prior
to such renewal.
The
Company also entered into a Change of Control Agreement (the “Change of Control Agreement”) with Mr. Olson. Among other things,
the Change in Control Agreement provides that upon the consummation of a change in control, all outstanding options, restricted stock
and other such rights held by the executive will fully vest. Additionally, if a change in control occurs and at any time during the one-year
period following the change in control (i) we or our successor terminate the executive’s employment other than for cause (but not
including termination due to the executive’s death or disability) or (ii) the executive terminates his employment for good reason,
then such executive has the right to receive (i) payment consisting of a lump sum payment equal to one times his highest annual salary
with us during the preceding three-year period, including the year of such termination and including bonus payments (measured on a fiscal
year basis), but not including any reimbursements and amounts attributable to stock options and other non-cash compensation and (ii)
continued health insurance coverage under the Company’s health plan for a period of 12 months following termination.
“Change
in control” is defined in the Change of Control Agreement as occurring upon: (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 50% or more of the total voting power represented
by our then outstanding voting securities (excluding securities held by us or our affiliates or any of our employee benefit plans) pursuant
to a transaction or a series of related transactions which our board did not approve; (ii) a merger or consolidation of our company,
other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to
represent at least 50% of the total voting securities or such surviving entity or parent of such corporation outstanding immediately
after such merger or consolidation; (iii) the approval by our stockholders of an agreement for the sale or disposition of all or substantially
all of our assets; (iv) or
a change in the composition of the Board of Directors whereby individuals who were members of the Board of Directors immediately prior
to the agreement cease to constitute a majority of the Board of Directors. As defined in the agreements, “cause” means: (i)
the executive’s commission of a felony (other than through vicarious liability or through a motor vehicle offense); (ii) the executive’s
intentional misconduct that causes material harm to the Company, provided that such misconduct is not rectifiable or remains uncorrected
after written notice and a 30-day cure period; (iii) the commission by the executive of an act of fraud, embezzlement or misappropriation
of funds; (iv) a material breach by the executive of any material provision of any agreement to which the executive and we are party,
which breach is not cured within 30 days after our delivery to the executive of written notice of such breach; or (v) the executive’s
refusal to carry out a lawful written directive from our board. “Good reason” as defined in the agreements means, without
the executive’s consent: (i) a change in the principal location at which the executive performs his duties to a new work location
that is at least 500 miles from the prior location; or (ii) a material change in the executive’s compensation, authority, functions,
duties or responsibilities, which would cause his position with us to become of less responsibility, importance or scope than his prior
position, provided, however, that such material change is not in connection with the termination of the executive’s employment
with us for any reason.
In
the event that an officer entitled to receive or receives payment or benefit under the Change in Control Agreements described above,
or under any other plan, agreement or arrangement with us, or any person whose action results in a change in control or any other person
affiliated with us and it is determined that the total amount of payments will be subject to excise tax under Section 4999 of the Internal
Revenue Code, or any similar successor provisions, we will be obligated to pay such officer a “gross up” payment to cover
all taxes, including any excise tax and any interest or penalties imposed with respect to such taxes due to such payment. Under the Agreement,
Mr. Olson’s receipt of such severance payments is subject to his execution and delivery of a general release of claims in favor
of the Company.
The
foregoing descriptions of the Amendment and Change of Control Agreement are qualified in their entirety by reference to the full text
of the Amendment and Change of Control Agreement, copies of which will be filed as exhibits to the Company’s Quarterly Report on
Form 10-Q for the quarter ending September 30, 2024.
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: |
November 1, 2024 |
|
By: |
/s/
Eric K. Olson |
|
|
|
|
Eric
K. Olson |
|
|
|
|
Chief
Executive Officer |
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