UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-33624

SINTX Technologies, Inc.

(Exact name of registrant as specified in its charter)

delaware		84-1375299
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

1885 West 2100 South, Salt Lake City, UT		84119
(Address of principal executive offices)		(Zip Code)

(801) 839-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock		SINT		The NASDAQ Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files); Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

24,707,574 shares of common stock, $0.01 par value, were outstanding at November 8, 2021.

SINTX Technologies, Inc.

Table of Contents

Part I. Financial Information
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets (unaudited)	3
Condensed Consolidated Statements of Operations (unaudited)	4
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	5
Condensed Consolidated Statements of Cash Flows (unaudited)	6
Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	23
Part II. Other Information
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3. Defaults Upon Senior Securities	24
Item 4. Mine Safety Disclosures	24
Item 5. Other Information	24
Item 6. Exhibits	25
Signatures	26

Part I. Financial Information

Item 1. Financial Statements

SINTX Technologies, Inc.

Condensed Consolidated Balance Sheets - Unaudited

(in thousands, except share and per share data)

	September 30, 2021			December 31, 2020

Assets
Current assets:
Cash and cash equivalents	$	17,183		$	25,351
Account and other receivables, net of allowance		182			41
Prepaid expenses and other current assets		382			243
Inventories		399			99
Note receivable		-			1,856
Total current assets		18,146			27,590

Inventories		291			388
Property and equipment, net		3,814			471
Intangible assets, net		33			36
Operating lease right of use asset		2,513			1,926
Other long-term assets		71			36
Total assets	$	24,868		$	30,447

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	169		$	194
Accrued liabilities		1,605			909
Current portion of long-term debt		59			109
Derivative liabilities		818			1,238
Current portion of operating lease liability		478			403
Other current liabilities		24			26
Total current liabilities		3,153			2,879

Operating lease liability, net of current portion		2,025			1,477
Long term debt, net of current portion		450			287
Total liabilities		5,628			4,643

Commitments and contingencies		-			-

Stockholders’ equity:
Convertible preferred stock Series B, $0.01 par value, 130,000,000 total shares authorized inclusive of all series of preferred; 26 shares issued and outstanding as of September 30, 2021 and December 31, 2020.		-			-
Convertible preferred stock Series C, $0.01 par value, 130,000,000 total shares authorized inclusive of all series of preferred; 51 shares issued and outstanding as of September 30, 2021 and December 31, 2020.		-			-
Common stock, $0.01 par value, 250,000,000 shares authorized; 24,706,074 and 24,552,409 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively.		247			245
Additional paid-in capital		267,275			266,666
Accumulated deficit		(248,282	)		(241,107	)
Total stockholders’ equity		19,240			25,804
Total liabilities and stockholders’ equity	$	24,868		$	30,447

The condensed consolidated balance sheet as of December 31, 2020, has been prepared using information from the audited consolidated balance sheet as of that date.

The accompanying notes are an integral part of these condensed consolidated financial statements.

SINTX Technologies, Inc.

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Product revenue	$	239		$	66		$	441		$	478
Costs of revenue		190			53			324			382
Gross profit		49			13			117			96
Operating expenses:
Research and development		1,603			1,432			4,402			3,494
General and administrative		933			827			2,791			2,418
Sales and marketing		338			182			953			450
Total operating expenses		2,874			2,441			8,146			6,362
Loss from operations		(2,825	)		(2,428	)		(8,029	)		(6,266	)
Other income (expenses):
Interest expense		(1	)		(1	)		(2	)		(2	)
Interest income		3			78			99			267
Change in fair value of derivative liabilities		481			(287	)		225			1,750
Offering costs		-			-			-			(1,246	)
Forgiveness of PPP loan		-			-			391			-
Other income (expense), net		(1	)		200			141			200
Total other income (expense), net		482			(10	)		854			969
Net loss before income taxes		(2,343	)		(2,438	)		(7,175	)		(5,297	)
Provision for income taxes		-			-			-			-
Net loss		(2,343	)		(2,438	)		(7,175	)		(5,297	)
Deemed dividend related to the beneficial conversion feature and accretion of a discount on series B preferred stock		-			(74	)		-			(9,565	)
Net loss attributable to common stockholders	$	(2,343	)	$	(2,512	)	$	(7,175	)	$	(14,862	)

Net loss per share – basic and diluted
Basic – net loss	$	(0.09	)	$	(0.11	)	$	(0.29	)	$	(0.39	)
Basic - deemed dividend and accretion of a discount on conversion of preferred stock		-			-			-			(0.70	)
Basic – attributable to common stockholders	$	(0.09	)	$	(0.11	)	$	(0.29	)	$	(1.09	)

Diluted –net loss	$	(0.11	)	$	(0.11	)	$	(0.29	)	$	(0.49	)
Diluted - deemed dividend and accretion of a discount on conversion of preferred stock		-			-			-			(0.63	)
Diluted – attributable to common stockholders	$	(0.11	)	$	(0.11	)	$	(0.29	)	$	(1.12	)
Weighted average common shares outstanding:
Basic		24,703,156			22,774,263			24,686,533			13,671,866
Diluted		25,069,343			22,774,263			25,097,138			15,094,276

The accompanying notes are an integral part of these condensed consolidated financial statements.

SINTX Technologies, Inc.

Condensed Consolidated Statements of Stockholders’ Equity - Unaudited

(in thousands, except share and per share data)


	Preferred B Stock					Preferred C Stock					Common Stock				Paid-In			Accumulated			Total
	Shares			Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Equity
Balance as of December 31, 2019		249		$	-		-		$	-		2,434,009	$	24	$	239,256		$	(234,078	)	$	5,202
Stock based compensation
Stock based compensation, shares
Extinguishment of derivative liability upon exercise of warrant		-			-		-			-		-		-		1,557			-			1,557
Common stock issued for cash, net of fees

Issuance of common stock from the exercise of warrants for cash		-			-		-			-		100		-		-			-			-
Issuance of common stock from the cashless exercise of warrants		-			-		-			-		3,128,895		32		(32	)		-			-
Preferred stock issued for cash, net of fees		-			-		9,440			-		-		-		3,112			-			3,112
Common stock issued on conversion of preferred stock		-			-		(9,208	)		-		6,215,742		62		(62	)		-			-
Issuance of agent warrants		-			-		-			-		-		-		168			-			168
Beneficial conversion feature on issuance of convertible preferred stock		-			-		-			-		-		-		3,111			-			3,111
Deemed dividend related to the issuance of preferred stock		-			-		-			-		-		-		(3,111	)		-			(3,111	)
Accretion of convertible preferred stock discount		-			-		-			-		-		-		6,173			-			6,173
Deemed dividend related to the conversion of preferred stock		-			-		-			-		-		-		(6,173	)		-			(6,173	)
Net income		-			-		-			-		-		-		-			1,169			1,169
Balance as of March 31, 2020		249			-		232			-		11,778,746		118		243,999			(232,909	)		11,208
Extinguishment of derivative liability upon exercise of warrant		-			-		-			-		-		-		1,451			-			1,451
Common stock issued for cash, net of fees		-			-		-			-		6,454,381		65		9,583			-			9,648
Issuance of common stock from the cashless exercise of warrants		-			-		-			-		373,750		3		(3	)		-			-
Issuance of common stock from the exercise of warrants for cash		-			-		-			-		611,868		6		911			-			917
Common stock issued on conversion of preferred stock		(123	)		-		(179	)		-		212,168		2		(2	)		-			-
Accretion of convertible preferred stock discount		-			-		-			-		-		-		207			-			207
Deemed dividend related to the conversion of preferred stock		-			-		-			-		-		-		(207	)		-			(207	)
Net loss		-			-		-			-		-		-		-			(4,028	)		(4,028	)
Balance as of June 30, 2020		126			-		53			-		19,430,913		194		255,939			(236,937	)		19,196
Extinguishment of derivative liability upon exercise of warrant		-			-		-			-		-		-		190			-			190
Stock based compensation		-			-		-			-		-		-		29			-			29
Common stock issued for cash, net of fees		-			-		-			-		4,915,000

SEC Form 10-Q filed by SiNtx Technologies, Inc.