Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 8, 2025, SINTX Technologies, Inc. (the "Company") entered into an inducement agreement (the "Inducement Letter") with certain holders (the "Holders") of certain of 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").

Pursuant to the Inducement Letter, the Holders agreed to exercise for cash the Existing Warrants to purchase an aggregate of 1,099,431 shares of the Company's common stock at an exercise price of $3.32 per share in consideration of the Company's agreement to issue new common stock purchase warrants (the "New Warrants"), as descried below, to purchase up to an aggregate of 1,649,147 shares of the Company's common stock (the "New Warrant Shares") at an exercise price of $4.79 per share. In addition, the Holders agreed to pay $0.125 per New Warrant as consideration for the issuance of the New Warrants. The Company expects to receive aggregate gross proceeds of approximately $3.8 million from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by the Company.

The Company has engaged H.C. Wainwright & Co., LLC (the "Placement Agent") to act as its exclusive placement agent in connection with the transactions contemplated by the Inducement Letter and has agreed to pay the Placement Agent a cash fee equal to 7.5% of the aggregate gross proceeds received from the Holder's exercise of the Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing Warrants. The Company has also agreed to issue to the Placement Agent or its designees warrants (the "Placement Agent Warrants") to purchase up to 82,457 shares of common stock (representing 7.5% of the Existing Warrants being exercised), which will have the same terms as the New Warrants except the Placement Agent Warrants will have an exercise price equal to $4.3844 per share (125% of the exercise price of the Existing Warrants). The Company will also issue additional warrants to the Placement Agent to purchase up to 9,935 shares of common stock (representing 7.5% of warrants issued on February 25, 2025 that were exercised other than in connection with the Inducement Letter), which also have the same terms as the New Warrants except that they will have an exercise price equal to $4.3125 (the "Additional Placement Agent Warrants"). The New Warrants will be immediately exercisable from the date of issuance, until the five and one-half (5.5) year anniversary of such date for the New Warrants. The Placement Agent Warrants and Additional Placement Agent Warrants will be immediately exercisable from the date of issuance, until five and one-half (5.5) years after such date. In addition, the Company has also agreed to pay the Placement Agent $35,000 for non-accountable expenses, up to $50,000 for legal and other out-of-pocket expenses, and $15,950 for clearing fees.

The closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about September 9, 2025 (the "Closing Date"), subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from these transactions for general corporate purposes.

The resale of the shares of the Company's common stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S-3 (File No. 333-285932), declared effective by the Securities and Exchange Commission (the "SEC") on March 27, 2025.

The Company also agreed to file a registration statement on Form S-3 (or 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 "Resale Registration Statement"), as soon as practicable after the Closing Date (and in any event within thirty (30) calendar days of the 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).