Registration of Additional Securities (up to 20%) (s-1mef)
03 Février 2020 - 10:40PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 3, 2020
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
SINTX
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
3841
|
|
84-1375299
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
1885
West 2100 South
Salt
Lake City, UT, 84119
(801)
839-3500
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
B.
Sonny Bal, MD
President
and Chief Executive Officer
SINTX
Technologies, Inc.
1885
West 2100 South
Salt
Lake City, UT, 84119
(801)
839-3500
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
David
F. Marx
Daniel
P. Lyman
Dorsey
& Whitney LLP
111
South Main Street, Suite 2100
Salt
Lake City, Utah 84111
|
|
Barry
L. Grossman
Sarah
E. Williams
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas, 11th Floor
New
York, NY 10105
|
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [ ]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. [X] 333-234438
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
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 the 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
|
[X]
|
Smaller reporting company
|
[X]
|
|
|
|
|
|
|
|
|
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 7(a)(2)(B) of the Securities Act.
[ ]
Calculation
of Registration Fee
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
|
|
Proposed Maximum Aggregate
Offering Price (1)
|
|
|
Amount of
Registration Fee
|
|
Units consisting of shares of Series C Convertible Preferred Stock, par value $0.01 per share, and warrants to purchase shares of Common Stock, par value $0.01 per share
|
|
$
|
1,540,000
|
|
|
$
|
199.90
|
|
Series C Convertible Preferred Stock included as part of the Units
|
|
|
Included with Units above
|
|
|
|
-
|
|
Warrants to purchase shares of Common Stock included as part of the Units (3)
|
|
|
Included with Units above
|
|
|
|
-
|
|
Common stock issuable upon conversion of the Series C Convertible Preferred Stock (4)(5)
|
|
|
-
|
|
|
|
-
|
|
Common Stock issuable upon exercise of the Warrants (5)
|
|
$
|
1,559,250
|
|
|
$
|
202.40
|
|
Total
|
|
$
|
3,099,250
|
|
|
$
|
402.30
|
(5)
|
|
(1)
|
Estimated solely
for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Act”).
|
|
(2)
|
Pursuant to Rule
457(g) of the Act, no separate registration fee is required for the warrants because the warrants are being registered in
the same registration statement as the Common Stock of the Registrant issuable upon exercise of the warrants.
|
|
(3)
|
Pursuant to Rule
457(i) of the Act, no separate registration fee is required for the common stock issuable upon conversion of the Series C
Convertible Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion
privilege.
|
|
(4)
|
In addition to the
shares of Common Stock set forth in this table, pursuant to Rule 416 under the Act, this registration statement also registers
such indeterminate number of shares of Common Stock as may become issuable upon exercise of these securities as the same may
be adjusted as a result of stock splits, stock dividends, recapitalizations or other similar transactions.
|
|
(5)
|
The Registrant previously
registered securities having a proposed maximum aggregate offering price of $16,000,000 on its Registration Statement on Form
S-1, as amended (File No. 333-234438) (the “Prior Registration Statement”), which was declared effective by the
Securities and Exchange Commission on January 17, 2020 and paid a fee of $2,076.80. In accordance with Rule 462(b) under the
Securities Act, an additional number of securities having a proposed maximum offering price of no more than 20% of the maximum
aggregate offering price of the remaining securities eligible to be sold under the Related Registration Statement is hereby
registered.
|
This
Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as
amended.
EXPLANATORY
NOTE
This
462(b) Registration Statement relates 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, contemplated by the Registration Statement on Form S-1 (File No. 333-234438), as amended, which was initially
filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2019, and which, as amended, was declared
effective by the SEC on January 17, 2020 (the “Prior Registration Statement”). This Registration Statement on Form
S-1 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purposes of registering additional
securities of the same class as were included in the Prior Registration Statement, representing an increase in the maximum aggregate
offering price by $3,099,250. The contents of the Prior Registration Statement and all exhibits thereto are hereby incorporated
by reference.
The
required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
CERTIFICATION
The
Company hereby certifies to the SEC that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this
Registration Statement by a wire transfer of such amount to the SEC’s account at U.S. Bank as soon as practicable (but no
later than the close of business as of February 3, 2020), (2) it will not revoke such instructions, (3) it has sufficient funds
in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank
during regular business hours no later than February 3, 2020.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No.
333-234438) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following
additional exhibits are filed herewith, as part of this Registration Statement:
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah on February 3, 2020.
|
SINTX TECHNOLOGIES, INC.
|
|
|
|
|
By:
|
/s/
B. Sonny Bal
|
|
|
B. Sonny Bal, M.D.
|
|
|
Chief Executive Officer and President
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/
B. Sonny Bal
|
|
|
|
February
3, 2020
|
B. Sonny Bal, M.D.
|
|
Chief Executive
Officer and Director
|
|
|
|
|
(Principal Executive
Officer and Principal Financial Officer)
|
|
|
|
|
|
|
|
*
|
|
|
|
February
3, 2020
|
David W. Truetzel
|
|
Director
|
|
|
|
|
|
|
|
*
|
|
|
|
February
3, 2020
|
Jeffrey S. White
|
|
Director
|
|
|
|
|
|
|
|
*
|
|
|
|
February
3, 2020
|
Eric A. Stookey
|
|
Director
|
|
|
* By:
|
/s/
B. Sonny Bal
|
|
|
B. Sonny Bal, M.D.
|
|
|
Attorney-in-Fact
|
|
SiNtx Technologies (PK) (USOTC:AMDDW)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
SiNtx Technologies (PK) (USOTC:AMDDW)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024