M&A - Sintx Technologies, Inc.

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Form Type: 8-K

Filing Date: 2025-06-27

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225016891

Filing Summary: On June 23, 2025, SINTX Technologies, Inc. entered into an Asset Purchase Agreement to acquire substantially all assets of Sinaptic Surgical, LLC. The purchase consideration includes the issuance of warrants to Sinaptic Surgical for the purchase of 325,000 shares of common stock, with specific vesting milestones related to revenue targets and regulatory clearance for a foot and ankle interbody implant developed from the acquired assets. Sinaptic Surgical will also purchase 216,450 shares of common stock at $3.465 per share in a private placement. The Asset Purchase is anticipated to close on July 1, 2025, subject to standard closing conditions. Additionally, if certain revenue conditions are met, a 5% royalty on net revenue from related sales will be paid to Sinaptic Holdings for a period of two years. The Company expects to file a resale registration statement for the shares in accordance with the agreement.

Additional details:

Asset Purchase Agreement Date: 2025-06-23


Purchased Assets: substantially all the assets of Sinaptic Surgical, LLC


Warrant Exercise Price: $6.30


Number Of Warrants: 325,000


Warrant Expiration: five years from the date of issue


Number Of Purchased Shares: 216,450


Price Per Purchased Share: $3.465


Closing Date Estimate: 2025-07-01


Royalty Rate: 5%


Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225007635

Filing Summary: On February 19, 2025, Sintx Technologies, Inc. entered into an Entity Acquisition Agreement with Tethon Corporation. Under this Agreement, Sintx sold all of the issued and outstanding shares of its wholly owned subsidiary, Technology Assessment and Transfer, Inc. (TA&T), to Tethon. In return, Tethon assumed the outstanding liabilities of TA&T. The Agreement includes customary representations, warranties, covenants, and indemnities typical of transactions of this nature, which are designated for the benefit of the parties and may be qualified by confidential disclosures. It is noted that the representations and warranties are aimed at allocating contractual risk rather than establishing factual conditions and should not be relied upon as definitive statements of the actual state of affairs regarding Sintx or Tethon. The full text of the Agreement is attached as an exhibit to this filing.

Additional details:

Date Of Report: 2025-02-19


Entity Acquired: Technology Assessment and Transfer, Inc.


Acquirer: Tethon Corporation


Transaction Type: sale


Consideration Type: assumption of liabilities


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