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~~March 31, 2022

☐	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~~24,710,574 shares of common stock, $0.01 par value, were outstanding at ~~November 8, 2021.~~May 10, 2022.

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	1718
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2324
Item 4. Controls and Procedures	2324
Part II. Other Information
Item 1. Legal Proceedings	2425
Item 1A. Risk Factors	2425
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2425
Item 3. Defaults Upon Senior Securities	2425
Item 4. Mine Safety Disclosures	2425
Item 5. Other Information	2425
Item 6. Exhibits	2526
Signatures	2627

~~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			March 31, 2022			December 31, 2021

Assets
Current assets:
Cash and cash equivalents	$	17,183		$	25,351		$	10,863		$	14,273
Account and other receivables, net of allowance		182			41			106			102
Prepaid expenses and other current assets		382			243			721			350
Inventories		399			99			299			303
Note receivable		-			1,856
Total current assets		18,146			27,590			11,989			15,028

Inventories		291			388			325			294
Property and equipment, net		3,814			471			4,186			4,025
Intangible assets, net		33			36			30			31
Operating lease right of use asset		2,513			1,926			2,254			2,385
Other long-term assets		71			36			99			77
Total assets	$	24,868		$	30,447		$	18,883		$	21,840

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	169		$	194		$	490		$	242
Accrued liabilities		1,605			909			833			1,150
Current portion of long-term debt		59			109
Debt								524			509
Derivative liabilities		818			1,238			306			347
Current portion of operating lease liability		478			403			513			500
Other current liabilities		24			26			3			-
Total current liabilities		3,153			2,879			2,669			2,748

Operating lease liability, net of current portion		2,025			1,477			1,763			1,898
Long term debt, net of current portion		450			287
Total liabilities		5,628			4,643			4,432			4,646

Commitments and contingencies		-			-
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
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 March 31, 2022 and December 31, 2021.								-			-
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 March 31, 2022 and December 31, 2021.								-			-
Preferred stock value								-			-
Common stock, $0.01 par value, 250,000,000 shares authorized; 24,713,574 and 24,684,574 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively.								247			247
Additional paid-in capital		267,275			266,666			267,466			267,364
Accumulated deficit		(248,282	)		(241,107	)		(253,262	)		(250,417	)
Total stockholders’ equity		19,240			25,804			14,451			17,194
Total liabilities and stockholders’ equity	$	24,868		$	30,447		$	18,883		$	21,840

The condensed consolidated balance sheet as of December 31, ~~2020,~~2021, 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)

													2022			2021
	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2021			2020			2021			2020			2022			2021
Product revenue	$	239		$	66		$	441		$	478		$	101		$	101
Grant income														28			-
Total revenue														129			101
Costs of revenue		190			53			324			382			80			61
Gross profit		49			13			117			96			49			40
Operating expenses:
Research and development		1,603			1,432			4,402			3,494			1,653			1,595
General and administrative		933			827			2,791			2,418			856			1,000
Sales and marketing		338			182			953			450			394			286
Grant expenses														26			-
Total operating expenses		2,874			2,441			8,146			6,362			2,929			2,881
Loss from operations		(2,825	)		(2,428	)		(8,029	)		(6,266	)		(2,880	)		(2,841	)
Other income (expenses):
Interest expense		(1	)		(1	)		(2	)		(2	)
Interest income		3			78			99			267			2			47
Change in fair value of derivative liabilities		481			(287	)		225			1,750			41			(242	)
Offering costs		-			-			-			(1,246	)
Interest expense														(8	)		-
Forgiveness of PPP loan		-			-			391			-			-			391
Other income (expense), net		(1	)		200			141			200
Total other income (expense), net		482			(10	)		854			969
Other income (net)														-			12
Total other income, net														35			208
Net loss before income taxes		(2,343	)		(2,438	)		(7,175	)		(5,297	)		(2,845	)		(2,633	)
Provision for income taxes		-			-			-			-			-			-
Net loss		(2,343	)		(2,438	)		(7,175	)		(5,297	)		(2,845	)		(2,633	)
Deemed dividend related to the beneficial conversion feature and accretion of a discount on series B preferred stock		-			(74	)		-			(9,565	)
Deemed dividend related to the beneficial conversion feature and accretion of a discount on preferred stock														-			-
Net loss attributable to common stockholders	$	(2,343	)	$	(2,512	)	$	(7,175	)	$	(14,862	)	$	(2,845	)	$	(2,633	)

Net loss per share – basic and diluted
Basic – net loss	$	(0.09	)	$	(0.11	)	$	(0.29	)	$	(0.39	)	$	(0.12	)	$	(0.11	)
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	)	$	(0.12	)	$	(0.11	)

Diluted –net loss	$	(0.11	)	$	(0.11	)	$	(0.29	)	$	(0.49	)
Diluted – loss													$	(0.12	)	$	(0.11	)
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	)	$	(0.12	)	$	(0.11	)
Weighted average common shares outstanding:
Basic		24,703,156			22,774,263			24,686,533			13,671,866			24,712,224			24,668,106
Diluted		25,069,343			22,774,263			25,097,138			15,094,276			24,712,224			24,668,106

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
Common stock issued for cash, net of fees, shares
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 50 10,318 - 10,368
Issuance of common stock from the cashless exercise of warrants - - - - 1,890 - - - -
Issuance of common stock from the exercise of warrants for cash - - - - 127,650 1 190 - 191
Common stock issued on conversion of preferred stock (100 ) - (2 ) - 75,606 1 (1 ) - -
Accretion of convertible preferred stock discount - - - - - - 74 - 74
Deemed dividend related to the conversion of preferred stock - - - - - - (74 ) - (74 )
Net loss - - - - - - - (2,438 ) (2,438 )
Balance as of September 30, 2020 26 $ - 51 $ - 24,551,059 $ 246 $ 266,665 $ (239,375 ) $ 27,536

																					Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
	Preferred B Stock				Preferred C Stock				Common Stock				Paid-In		Accumulated			Total			Preferred B Stock				Preferred C Stock				Common Stock				Paid-In		Accumulated			Total
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2020		26	$	-		51	$	-		24,552,409	$	245	$	266,666	$	(241,107	)	$	25,804			26	$	-		51	$	-		24,552,409	$	245	$	266,666	$	(241,107	)	$	25,804
Stock based compensation		-		-		-		-		-		-		36		-			36			-		-		-		-		-		-		36		-			36
Stock based compensation, shares
Extinguishment of derivative liability upon exercise of warrant		-		-		-		-		-		-		195		-			195			-		-		-		-		-		-		195		-			195
Issuance of common stock upon exercise of warrants for cash		-		-		-		-		130,275		2		194		-			196			-		-		-		-		130,275		2		194		-			196
Issuance of common stock from the cashless exercise of warrants		-		-		-		-		1,890		-		-		-			-			-		-		-		-		1,890		-		-		-			-
Net loss		-		-		-		-		-		-		-		(2,633	)		(2,633	)		-		-		-		-		-		-		-		(2,633	)		(2,633	)
Balance as of March 31, 2021		26		-		51		-		24,684,574		247		267,091		(243,740	)		23,598			26	$	-		51	$	-		24,684,574	$	247	$	267,091	$	(243,740	)	$	23,598
Stock based compensation		-		-		-		-		15,500		-		80		-			80
Net loss		-		-		-		-		-		-		-		(2,199	)		(2,199	)
Balance as of June 30, 2021		26	$	-		51	$	-		24,700,074	$	247	$	267,171	$	(245,939	)	$	21,479
Stock based compensation		-		-		-		-		6,000		-		104		-			104
Net loss		-		-		-		-		-		-		-		(2,343	)		(2,343	)
Net income (loss)		-		-		-		-		-		-		-		(2,343	)		(2,343	)
Balance as of September 30, 2021		26	$	-		51	$	-		24,706,074	$	247	$	267,275	$	(248,282	)	$	19,240

	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, 2021		26	$	-		51	$	-		24,710,574	$	247	$	267,364	$	(250,417	)	$	17,194
Balance		26	$	-		51	$	-		24,710,574	$	247	$	267,364	$	(250,417	)	$	17,194
Stock based compensation		-		-		-		-		3,000		-		102		-			102
Net loss		-		-		-		-		-		-		-		(2,845	)		(2,845	)
Balance as of March 31, 2022		26	$	-		51	$	-		24,713,574	$	247	$	267,466	$	(253,262	)	$	14,451
Balance		26	$	-		51	$	-		24,713,574	$	247	$	267,466	$	(253,262	)	$	14,451

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

SINTX Technologies, Inc.

Condensed Consolidated Statements of Cash Flows - Unaudited

(in thousands)

							2022			2021
	Nine Months Ended September 30,						Three Months Ended March 31,
	2021			2020			2022			2021
Cash Flow From Operating Activities
Net loss	$	(7,175	)	$	(5,297	)	$	(2,845	)	$	(2,633	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		119			54			68			33
Amortization of right of use asset		331			310			130			107
Amortization of intangible assets		3			4			1			1
Non-cash interest income		(88	)		(242	)		-			(43	)
Stock based compensation		220			29			102			36
Change in fair value of derivative liabilities		(225	)		(1,750	)		(41	)		242
Offering costs		-			325
Gain on disposal of equipment		(144	)		-
Forgiveness of PPP loan		(391	)		-			-			(391	)
Gain on disposal of property and equipment								-			(14	)
Changes in operating assets and liabilities:
Trade accounts receivable		(140	)		87			(4	)		(26	)
Prepaid expenses and other current assets		(177	)		(73	)		(391	)		(555	)
Inventories		(203	)		104			(27	)		(28	)
Accounts payable and accrued liabilities		417			(353	)		(54	)		380
Other liabilities								3			(3	)
Payments on operating lease liability		(294	)		(254	)		(122	)		(98	)
Net cash used in operating activities		(7,747	)		(7,056	)		(3,180	)		(2,992	)
Cash Flows From Investing Activities
Purchase of property and equipment		(3,210	)		(150	)		(230	)		(191	)
Proceeds from notes receivable, net of imputed interest		1,944			1,528			-			583
Proceeds from sale of property and equipment		144			-			-			14
Net cash provided by (used in) investing activities		(1,122	)		1,378			(230	)		406
Cash Flows From Financing Activities
Proceeds from issuance of preferred stock		-			3,112
Proceeds from issuance of warrant derivative liabilities		-			6,328
Proceeds from issuance of common stock, net of fees		-			20,015
Proceeds from issuance of common stock in connection with exercise of warrants		196			1,109			-			196
Proceeds from issuance of debt		510			406			-			510
Payments on debt		(5	)		(29	)
Net cash provided by financing activities		701			30,941			-			706
Net increase (decrease) in cash and cash equivalents		(8,168	)		25,263
Net decrease in cash and cash equivalents								(3,410	)		(1,880	)
Cash and cash equivalents at beginning of period		25,351			1,787			14,273			25,351
Cash and cash equivalents at end of period	$	17,183		$	27,050		$	10,863		$	23,471

Noncash Investing and Financing Activities
Right-of-Use Assets and assumption of operating lease liability	$	918		$	-
Extinguishment of derivative liabilities through exercise of warrants		195			3,197		$	-		$	195
Change in par value due to conversion of preferred stock to common stock		-			65
Issuance of common stock for the cashless exercise of warrants		-			35
Supplemental Cash Flow Information
Cash paid for interest	$	-		$	2		$	25		$	-

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

SINTX TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Summary of Significant Accounting Policies

Organization

The condensed consolidated financial statements include the accounts of SINTX Technologies, Inc. (“SINTX”) and its wholly-owned subsidiary, SINTX Armor, Inc. (“SINTX Armor”), which are collectively referred to as “we” or “the Company”. SINTX was incorporated in the state of Delaware on December 10, 1996 (and was previously known as Amedica Corporation). The Company is an OEM advanced ceramics materials company focused on providing solutions in a variety of medical, industrial, ~~armor~~ and antipathogenic applications. SINTX is a 25-year-old company that has grown over time from focusing on the research and development of silicon nitride for use in human interbody implants to becoming an advanced ceramics company engaged in many different fields, which has enabled the business to focus on core competencies. The core strength of the Company is the manufacturing, research, and development of advanced ceramics for external partners. The Company presently manufactures silicon nitride powders and components in its FDA registered, ISO 13485:2016 certified, and ASD9100D certified manufacturing facility. The Company’s products are primarily sold in the United States.

The Company is focused on building revenue generating opportunities in ~~four~~three business industries, namely, antipathogenic, ~~armor,~~ industrial (including armor), and biomedical connecting with current and new customers, partners and manufacturers to help realize the goal of leveraging expertise in high-tech ceramics to create new, innovative opportunities across these sectors. We also expect our continued investment in research and development to provide additional revenue opportunities.

The Company’s initial focus was the development and commercialization of products made from silicon nitride for use in spinal fusion and hip and knee replacement applications. SINTX believes it is the first and only manufacturer to use silicon nitride in medical applications primarily focused on spine fusion therapies. Since then, we have developed other applications for our silicon nitride technology as well as utilizing our expertise in the use of ceramic materials in other ~~applications as well.~~applications. In July 2021, the Company acquired the equipment and obtained certain proprietary know-how rights with which it intends to develop, manufacture and commercialize protective armor plates from boron carbide and a composite material of silicon carbide and boron carbide for military, law enforcement and civilian uses (see Note ~~14)~~3). The protective armor plate operations ~~will be~~are housed in SINTX Armor.

On October 1, 2018, the Company completed the sale of its retail spine business to CTL Medical, a Dallas, Texas-based privately held medical device manufacturer. As a result of the sale, CTL Medical became the exclusive owner of the Company’s portfolio of metal and silicon nitride spine products, as well as access to future silicon nitride spine technologies developed by the Company. The Company’s name, Amedica, was also transferred to CTL Medical, which is now CTL Amedica. The Company serves as CTL’s exclusive OEM provider of silicon nitride products. Manufacturing, R&D, and all intellectual property related to the core, non-spine, biomaterial technology including silicon nitride remains with the Company.

On October 30, 2018, the Company amended its Certificate of Incorporation with the State of Delaware to change its corporate name to SINTX Technologies, Inc. The Company also changed its trading symbol on the NASDAQ Capital Market to “SINT”.

The Company’s new corporate brand reflects both the Company’s core competence in the ~~science~~research, development and ~~production~~manufacturing of silicon nitride ceramics and other ceramics, as well as encouraging prospects for the future, as an OEM supplier of spine implants to CTL Amedica, and multiple opportunities outside of spine.

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include all assets and liabilities of the Company. ~~In May 2020, the Company dissolved a wholly owned subsidiary ST Sub, Inc. At the time of dissolution, the subsidiary had no assets, liabilities, equity, or operations.~~

SEC rules and regulations allow the omission of certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) so long as the statements are not misleading. In the opinion of management, these financial statements and accompanying notes contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position and results of operations for the periods presented herein. These condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on March ~~22, 2021.~~25, 2022. The results of operations for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021.~~2022. The Company’s significant accounting policies are set forth in Note 1 to the consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. As of ~~September 30, 2021,~~March 31, 2022, the most significant estimate relates to derivative liabilities relating to common stock warrants.

Liquidity and Capital Resources

The condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern within one year from the date of issuance of these condensed consolidated financial statements.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2022, and 2021, ~~and 2020,~~ the Company incurred a net loss of $~~7.2~~2.8 million and $2.6 ~~5.3~~million, respectively, and used cash in ~~operations~~operating activities of $~~7.7~~3.2 million and $~~7.1~~3.0 million, respectively. The Company had an accumulated deficit of $~~248.3~~253.3 million and $~~241.1~~250.4 million as of ~~September 30, 2021~~March 31, 2022, and December 31, ~~2020,~~2021, respectively. To date, the Company’s operations have been principally financed from proceeds from the issuance of preferred and common stock and, to a lesser extent, cash generated from product sales. It is anticipated that the Company will continue to generate operating losses and use cash in ~~operations.~~operating activities. The Company’s continuation as a going concern is dependent upon its ability to increase sales, and/or raise additional funds through the capital markets. Whether and when the Company can attain profitability and positive cash flows from operations or obtain additional financing is uncertain.

The Company is actively generating additional scientific and clinical data to have it published in leading industry publications. The unique features of our advanced ceramic materials are not well known, and we believe the publication of such data would help sales efforts as the Company approaches new prospects. The Company is also making additional changes to the sales strategy, including a focus on revenue growth by expanding the use of silicon nitride in other areas outside of spinal fusion applications. The Company has also acquired equipment and certain proprietary know-how for the purpose of developing, manufacturing and commercializing armored plates made from boron carbide and a composite of boron carbide and silicon carbide for military, law enforcement and other civilian uses.

The Company has common stock that is publicly traded and has been able to successfully raise capital when needed since the date of the Company’s initial public offering in February 2014. On ~~February 6, 2020,~~January 3, 2022, the Company received a notice from Nasdaq Listing Qualifications department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the bid price of the Company’s common stock for the last 30 consecutive trading days had closed ~~on a rights offering to its stockholders~~below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of ~~units, consisting of convertible preferred~~the Company’s common stock, and ~~warrants, for gross proceeds of $9.4~~ ~~million, which excludes underwriting discounts and commissions and offering expenses payable by~~the stock will continue to trade uninterrupted on the The Nasdaq Capital Market under the symbol “SINT”. If the Company ~~of approximately $1.2~~ ~~million. Additionally, during the period of June 2020 through August 2020,~~does not regain compliance with Rule 5550(a)(2) by July 5, 2022, the Company ~~closed four registered direct offerings~~may be eligible for additional time to regain compliance. Delisting of the Company’s common shares offrom The Nasdaq Capital Market may adversely impact its ability to raise capital on the public markets. The Company intends to actively monitor the closing bid price for its common stock ~~priced at-the-market under~~and will consider available options to resolve the deficiency and regain compliance with Nasdaq ~~rules, resulting in the issuance of a total of~~ ~~11,015,000~~ ~~shares of its common stock for gross proceeds of approximately $20.9~~ ~~million, before considering issuance costs of approximately $1.6~~ ~~million (see Note 9)~~Listing Rule 5550(a)(2).

During the year ended December 31, 2019, the Company entered into an at-the-market (2019 ATM) equity distribution agreement with Maxim Group LLC (“Maxim”) under which the Company could sell, from time to time, shares of common stock having an aggregate offering price of up to $~~2.5~~ ~~million. During the year ended December 31, 2020, the Company sold~~ ~~354,381~~ ~~shares of common stock under the 2019 ATM, raising approximately $0.8~~ ~~million before deducting fees to the placement agent and other offering expenses of approximately $0.034~~ ~~million. As of September 30, 2021, no funding capacity is available under the 2019 ATM. (see Note 9).~~

On February 25, 2021, the Company entered into an ~~at-the-market~~ Equity Distribution Agreement (the “2021 Distribution Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which the Company may sell from time to time, shares of the Company’s common stock having an aggregate offering price of up to $152.0.0 million through Maxim, as agent. As of ~~September 30, 2021,~~March 31, 2022, there have been no sales of shares of common stock under the 2021 Distribution Agreement.

~~Management has concluded existing capital resources~~Subject to the terms and conditions of the 2021 Distribution Agreement, Maxim will use its commercially reasonable efforts to sell the Shares from time to time, based on our instructions. Under the 2021 Distribution Agreement, Maxim may sell the Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market. We have no obligation to sell any shares under the ATM and may at any time suspend offers under the 2021 Distribution Agreement. The Offering will terminate upon the earlier of (i) the sale of shares having an aggregate offering price of $2.0 million, (ii) the termination by either Maxim or the Company upon the provision of fifteen (15) days written notice, or (iii) February 25, 2023. Under the terms of the 2021 Distribution Agreement, Maxim will be ~~sufficient~~entitled to ~~fund operations~~a transaction fee at a fixed rate of 2.0% of the gross sales price of Shares sold under the 2021 Distribution Agreement. The Company will also reimburse Maxim for ~~at least~~certain expenses incurred in connection with the ~~next 12 months,~~ 2021 Distribution Agreement and agreed to provide indemnification and contribution to Maxim with respect to certain liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. As of March 31, 2022 there have been no sales of shares of common stock under the 2021 Distribution Agreement.

Although the Company is seeking to obtain additional equity and/or ~~through November 2022.~~debt financing, such funding is not assured and may not be available to the Company on favorable or acceptable terms and may involve significant restrictive covenants. Any additional equity financing is also not assured and, if available to the Company, will most likely be dilutive to its current stockholders. If the Company is not able to obtain additional debt or equity financing on a timely basis, the impact on the Company will be material and adverse.

These uncertainties create substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Risks Related to COVID-19 Pandemic

The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. In response to the spread of COVID-19 and to ensure safety of employees and continuity of business operations, we temporarily restricted access to the facility, with our administrative employees continuing their work remotely and limited the number of staff in our manufacturing facility. We implemented protective measures such as wearing of face masks, maintaining social distancing, and additional cleaning. Beginning in 2021, we have offered vaccination incentives. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely.

Grant Revenue

Revenues from grants and awards provided by governmental agencies are recorded based upon the terms of the specific grant agreements, which generally provide that revenue is earned when the allowable costs specified in the applicable grant agreement have been incurred. Cash received from federal grants and awards can be subject to audit by the grantor and, if the examination results in a disallowance of any expenditure, repayment could be required.

Grant and award receivables relate to allowable amounts expended or otherwise incurred in connection with the terms of a grant or award and for which reimbursement or draw upon the grant funds have not yet taken place.

Correction of an Immaterial Error

Subsequent to March 31, 2022, the Company identified an error related to the removal of a loan obligation and the recording of other income for forgiveness of debt totaling approximately $0.5million, which forgiveness was recorded on November 24, 2021. The Company has determined that the Company should not have removed the loan obligation and recorded approximately $0.5 million of other income in the financial statements as of December 31, 2021, and for the year then ended. The error affected the 2021 net loss attributable to common stockholders and net loss per share—basic and diluted. The error also affected total liabilities and accumulated deficit (and total stockholders’ equity) as of December 31, 2021. The error did not affect 2021 cash flows from operating activities and total cash flow.

In accordance with the SEC Staff Accounting Bulletin (SAB) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the materiality of the error from qualitative and quantitative perspectives and concluded that the error was immaterial to the March 31, 2022 and December 31, 2021, financial statements. Consequently, only the December 31, 2021, consolidated balance sheet and the December 31, 2021, balance in the statement of stockholders’ equity contained in these financial statements have been restated. The change resulted a reduction of stockholders’ equity of $0.5 million as of December 31, 2021.

New Accounting Pronouncements Not Yet Adopted

The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements.

2. Basic and Diluted Net ~~Loss~~Income (Loss) per Common Share

Basic net ~~loss~~income (loss) per share is calculated by dividing the net ~~loss~~income (loss) by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period that are determined to be dilutive. Common stock equivalents are primarily comprised of preferred stock ~~warrants~~ and ~~options~~warrants for the purchase of common stock. For the three months ended March 31, 2022, there is no difference in the number of shares and net loss used to calculate basic and diluted shares outstanding because their effect would have been anti-dilutive. The Company had potentially dilutive securities, totaling approximately ~~1.8~~2.1 million and ~~1.6~~1.8 million as of ~~September 30,~~March 31, 2022, and 2021, ~~and 2020,~~ respectively.

Below are basic and diluted loss per share data for the three months ended ~~September 30, 2021,~~March 31, 2022, which are in thousands except for share and per share data:

Schedule of Basic and Diluted Loss Per Share

Basic Calculation
Effect of
Dilutive
Warrant
Securities
Diluted Calculation
Numerator:
Net loss $ (2,343 ) $ (480 ) $ (2,823 )
Deemed dividend and accretion of a discount - - -
Net loss attributable to common stockholders $ (2,343 ) $ (480 ) $ (2,823 )

Denominator:
Number of shares used in per common share calculations: 24,703,156 366,187 25,069,343

Net loss per common share:
Net loss $ (0.09 ) $ (0.02 ) $ (0.11 )
Deemed dividend and accretion of a discount - - -
Net loss attributable to common stockholders $ (0.09 ) $ (0.02 ) $ (0.11 )

~~Below are basic and diluted loss per share data for the nine months ended September 30, 2021, which are in thousands except for share and per share data:~~

	Basic Calculation			Effect of Dilutive Warrant Securities			Diluted Calculation			Basic Calculation			Effect of Dilutive Warrant Securities		Diluted Calculation
Numerator:
Net loss	$	(7,175	)	$	(225	)	$	(7,400	)
Net income (loss)										$	(2,845	)	$	-	$	(2,845	)
Deemed dividend and accretion of a discount		-			-			-			-			-		-
Net loss attributable to common stockholders	$	(7,175	)	$	(225	)	$	(7,400	)	$	(2,845	)	$	-	$	(2,845	)

Denominator:
Number of shares used in per common share calculations:		24,686,533			410,605			25,097,138			24,712,224			-		24,712,224

Net loss per common share:
Net loss	$	(0.29	)	$	-		$	(0.29	)
Net income (loss)										$	(0.12	)	$	-	$	(0.12	)
Deemed dividend and accretion of a discount		-			-			-			-			-		-
Net loss attributable to common stockholders	$	(0.29	)	$	-		$	(0.29	)	$	(0.12	)	$	-	$	(0.12	)

Below are basic and diluted loss per share data for the three months ended ~~September 30, 2020,~~March 31, 2021, which are in thousands except for share and per share data:

�� Basic Calculation
Effect of
Dilutive
Warrant
Securities
Diluted Calculation
Numerator:
Net loss $ (2,438 ) $ - $ (2,438 )
Deemed dividend and accretion of a discount (74 ) - (74 )
Net loss attributable to common stockholders $ (2,512 ) $ - $ (2,512 )

Denominator:
Number of shares used in per common share calculations: 22,774,263 - 22,774,263

Net loss per common share:
Net loss $ (0.11 ) $ - $ (0.11 )
Deemed dividend and accretion of a discount - - -
Net loss attributable to common stockholders $ (0.11 ) $ - $ (0.11 )

~~Below are basic and diluted loss per share data for the nine months ended September 30, 2020, which are in thousands except for share and per share data:~~

	Basic Calculation			Effect of Dilutive Warrant Securities			Diluted Calculation			Basic Calculation			Effect of Dilutive Warrant Securities		Diluted Calculation
Numerator:
Net loss	$	(5,297	)	$	(2,073	)	$	(7,370	)
Net income (loss)										$	(2,633	)	$	-	$	(2,633	)
Deemed dividend and accretion of a discount		(9,565	)		-			(9,565	)		-			-		-
Net loss attributable to common stockholders	$	(14,862	)	$	(2,073	)	$	(16,935	)	$	(2,633	)	$	-	$	(2,633	)

Denominator:
Number of shares used in per common share calculations:		13,671,866			1,422,410			15,094,276			24,668,106			-		24,668,106

Net loss per common share:
Net loss	$	(0.39	)	$	(0.10	)	$	(0.49	)
Net income (loss)										$	(0.11	)	$	-	$	(0.11	)
Deemed dividend and accretion of a discount		(0.70	)		0.07			(0.63	)		-			-		-
Net loss attributable to common stockholders	$	(1.09	)	$	0.03		$	(1.12	)	$	(0.11	)	$	-	$	(0.11	)

3. Inventories

Inventories consisted of the following (in thousands):

Schedule of ~~Inventories~~Components of Inventory

	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Raw materials	$	419	$	388	$	429	$	411
Intermediate Goods		114		-
WIP		116		97		128		134
Finished goods		41		2		67		52
Total Inventories	$	690	$	487
Inventory net					$	624	$	597

As of ~~September 30, 2021,~~March 31, 2022, inventories totaling approximately $~~0.4~~ 0.3million and $0.3million were classified as current and long-term, respectively. Inventories classified as current represent the carrying value of inventories as of ~~September 30, 2021,~~March 31, 2022, that management estimates will be sold or used by ~~September 30, 2022.~~March 31, 2023.

4. ~~Property and Equipment~~

~~The following is a summary of the components of property and equipment (in thousands):~~

~~Schedule of Property and Equipment~~

September 30,
2021

December 31,
2020

Manufacturing and lab equipment $ 4,008 $ 558
Leasehold improvements 936 941
Software and computer equipment 696 684
Furniture and equipment 82 82
5,722 2,265
Less: accumulated depreciation (1,908 ) (1,794 )
$ 3,814 $ 471

~~Depreciation expense for the nine months ended September 30, 2021, was approximately $0.1~~ ~~million. Depreciation expense for the year ended December 31, 2020, was approximately $0.1~~ ~~million.~~

~~Of the $4.0~~ ~~million in manufacturing and lab equipment listed as of September 30, 2021, $2.7~~ million is related to the purchase of equipment for SINTX Armor. The equipment was being transported to the SINTX Armor facility in Salt Lake City and was not in service as of September 30, 2021 (see Note 14).

5. ~~Intangible Assets~~

~~Intangible assets consisted of the following (in thousands):~~

~~Schedule of Intangible Assets~~

September 30,
2021 December 31,
2020
Trademarks $ 50 $ 50
Less: accumulated amortization (17 ) (14 )
Intangible assets, net $ 33 $ 36

~~Amortization expense for the nine months ended September 30, 2021, was approximately $3.0~~ ~~thousand. Amortization expense for the nine months ended September 30, 2020, was approximately $4.0~~ ~~thousand.~~

6.4. Fair Value Measurements

Financial Instruments Measured and Recorded at Fair Value on a Recurring Basis

The Company has issued certain warrants to purchase shares of common stock, which are considered derivative liabilities because they have registration rights which could require a cash settlement and are re-measured to fair value at each reporting period in accordance with accounting guidance. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

	Level 1 -	quoted market prices for identical assets or liabilities in active markets.

	Level 2 -	observable prices that are based on inputs not quoted on active markets but corroborated by market data.

	Level 3 -	unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The Company classifies assets and liabilities measured at fair value in their entirety based on the lowest level of input that is significant to their fair value measurement. No financial assets were measured on a recurring basis as of ~~September 30, 2021~~March 31, 2022, and December 31, ~~2020.~~2021. The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of ~~September 30, 2021~~March 31, 2022, and December 31, ~~2020~~2021 (in thousands):

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy

	Fair Value Measurements as of September 30, 2021								Fair Value Measurements as of March 31, 2022
Description	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Derivative liability
Common stock warrants	$	-	$	-	$	818	$	818	$	-	$	-	$	306	$	306

	Fair Value Measurements as of December 31, 2020								Fair Value Measurements as of December 31, 2021
Description	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Derivative liability
Common stock warrants	$	-	$	-	$	1,238	$	1,238	$	-	$	-	$	347	$	347

The Company did not have any transfers of assets and liabilities between ~~any levels~~Level 1 and Level 2 of the fair value measurement hierarchy during the ~~nine~~three months ended ~~September 30,~~March 31, 2022, and 2021. The following table presents a reconciliation of the derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2022, and 2021 ~~and 2020~~ (in thousands).:

Schedule of Fair Value Measurement Hierarchy of Derivative Liability

Common Stock
Warrants
Balance as of December 31, 2019 $ (220 )
Issuance of derivatives (6,328 )
Change in fair value 1,750
Exercise of warrants 3,197
Other, net 1
Balance as of September 30, 2020 $ (1,600 )

Balance as of December 31, 2020 $ (1,238 )
Change in fair value 225
Exercise of warrants 195
Balance as of September 30, 2021 $ (818 )

	Common Stock Warrants
Balance as of December 31, 2020	$	(1,238	)
Change in fair value		(242	)
Exercise of warrants		195
Balance as of March 31, 2021	$	(1,285	)

Balance as of December 31, 2021	$	(347	)
Change in fair value		41
Balance as of March 31, 2022	$	(306	)

Common Stock Warrants

The Company has issued certain warrants to purchase shares of common stock, which are considered derivative liabilities because they have registration rights which could require a cash settlement and are re-measured to fair value at each reporting period in accordance with accounting guidance. As of ~~September 30, 2021~~March 31, 2022, and December 31, ~~2020,~~2021, the derivative liability was calculated using the Monte Carlo Simulation valuation.

The assumptions used in estimating the common stock warrant liability as of ~~September 30, 2021~~March 31, 2022, and December 31, ~~2020~~2021 were as follows:

Schedule of Assumptions Used in Estimating Fair Value

	~~September~~ ~~30,~~March 31, ~~2021~~2022				December 31, ~~2020~~2021
Weighted-average risk-free interest rate		~~0.04~~1.63%-~~0.53~~2.45	%			~~0.09~~0.06%-~~0.27~~0.97	%
Weighted-average expected life (in years)		~~0.31~~0.82-~~3.36~~2.86				~~0.63~~0.07-~~4.10~~3.10
Expected dividend yield		-	%			-		-	%	-	%
Weighted-average expected volatility		70.3		~~62.0%~~%-~~145.0~~129.4	%			~~138.3~~71.5%-~~175.6~~126.5	%

Other Financial Instruments

The Company’s recorded values of cash and cash equivalents, account and other receivables, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded value of notes payable approximates the fair value as the interest rate approximates market interest rates.

7.5. Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

Schedule of Accrued Liabilities

	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Payroll and related expense	$	906	$	600	$	426	$	724
Other		699		309		407		426
Total accrued liabilities	$	1,605	$	909
Accrued liabilities					$	833	$	1,150

8.6. Debt

2020 PPP Loan

On April 28, 2020, the Company received funding under a Paycheck Protection Program (“PPP”) loan (the “PPP Loan”) from First State Community Bank (the “Lender”). The principal amount of the PPP Loan was $0.4 million. The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (the “SBA”). Loans made under the PPP may be partially or fully forgiven if the recipient complies with the provisions of the CARES Act, including the use of PPP Loan proceeds for payroll costs, rent, utilities and other expenses, provided that such amounts are incurred during a 24-week period that commenced on April 28, 2020 and at least ~~60%~~60% of any forgiven amount has been used for covered payroll costs as defined by the CARES Act. On January 5, 2021, the Lender provided notice to the Company that the principal amount and accrued interest had been forgiven. The Company removed the PPP Loan obligation and recorded other income for forgiveness of debt totaling $0.4 million. The SBA has until January of 2027 to audit the Company’s compliance with the CARES Act relating to the PPP Loan.

2021 PPP Loan

On March 15, 2021, the Company received funding under the SBA Second Draw Program under the Paycheck Protection Program (“2021 PPP”) (the “2021 PPP Loan”) from ~~First State Community Bank (the “Lender”).~~the Lender. The principal amount of the 2021 PPP Loan is $0.5 million. The Company received notice on November 24, 2021, ~~PPP was established under~~that the ~~CARES Act~~principal amount and ~~is administered by the SBA.~~accrued interest had been forgiven. The ~~2021 PPP Loan has a~~ ~~five-year term, maturing on~~ ~~March 15, 2026. The interest rate on~~Company removed the 2021 PPP Loan is obligation and recorded other income for forgiveness of debt totaling approximately $~~1.0~~0.5~~% per annum.~~ million during the year ended December 31, 2021.

The Company will not be obligated to make any payments of principal or interest if the Company submits a loan forgiveness application to the Bank within 10 months after the end of the Company’s covered loan forgiveness period (as defined and interpreted by the 2021 PPP Rules) and such loan forgiveness is allowed. Generally, all or a portion ofSince receiving the 2021 PPP Loan ~~may be~~and learning that the principal amount of the loan and accrued interest had been forgiven, if the Company ~~maintains~~has determined that due to its ~~employment and compensation within certain parameters during~~status as a publicly traded company with common shares trading on the ~~twenty-four (24) week period following~~Nasdaq Stock Market it was not eligible to receive a loan under the SBA Second Draw Program under the Paycheck Protection Program. As a result, the Company will repay the loan ~~origination date~~together with processing fees and ~~the proceeds of the~~interest, which totaled $0.5at March 31, 2022 and December 31, 2021 ~~PPP Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements in place before February 15, 2020.~~(see Note 1).

9.7. Equity

2021 Equity Distribution Agreement

On February 25, 2021, the Company entered into an Equity Distribution Agreement (the “2021 Distribution Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which the Company may sell from time to time, shares of the Company’s common stock having an aggregate offering price of up to $152.0.0 million through Maxim, as agent.

Subject to the terms and conditions of the 2021 Distribution Agreement, Maxim will use its commercially reasonable efforts to sell the Shares from time to time, based on the Company’s instructions. Under the 2021 Distribution Agreement, Maxim may sell the Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market. We have no obligation to sell any shares under the 2021 Distribution Agreement and may at any time suspend offers under the 2021 Distribution Agreement. The Offering will terminate upon the earlier of (i) the sale of shares having an aggregate offering price of ~~$15.0~~ $2.0 million, (ii) the termination by either Maxim or the Company upon the provision of fifteen (15) days written notice, or (iii) February 25, ~~2022.~~2023. Under the terms of the 2021 Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.0% of the gross sales price of Shares sold under the 2021 Distribution Agreement. The Company will also reimburse Maxim for certain expenses incurred in connection with the 2021 Distribution Agreement and agreed to provide indemnification and contribution to Maxim with respect to certain liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. As of ~~September 30, 2021~~March 31, 2022 there have been no sales of shares of common stock under the 2021 Distribution Agreement.

~~2020 Rights Offering~~

During February 2020, the Company closed on a rights offering capital raise wherein the Company’s holders of common stock, Series C Preferred Stock, and certain outstanding warrants, obtained, at no charge, non-transferable subscription rights to purchase certain units from the Company (“Units”). Each Unit consisted of one share of Series C Convertible Preferred Stock (“Preferred Stock”) and ~~675~~ ~~warrants to purchase common stock (“Warrants”). Each Unit sold for $1,000. Each share of the Preferred Stock is convertible, at the~~ Company’s option at any time on or after the first anniversary of the expiration of the rights offering or at the option of the holder at any time, into a number of shares of our common stock equal to the quotient of the stated value of the Preferred Stock ($1,000) divided by the Conversion Price ($~~1.4814~~ ~~per share)~~. ~~Each Warrant is exercisable for one share of our common stock at an exercise price of $1.50~~ per share from the date of issuance through its expiration five years from the date of issuance. The Warrants also contain a cashless exercise provision that allows the holder to receive 70% of the common stock otherwise available under the warrant to the holder electing the cashless exercise provision~~. The Company issued~~ ~~9,440~~ ~~Units, comprised of~~ ~~6,372,000~~ ~~Warrants exercisable into shares of our common stock and Preferred Stock convertible into~~ ~~6,372,350~~ ~~shares of Common Stock, for gross proceeds of $9.4~~ ~~million before consideration of issuance costs, associated with the issuance of the Units, with $3.1~~ ~~million allocated to the Preferred Stock (with no issuance costs allocated to the preferred stock) and $5.1~~ ~~million, net of issuance costs of approximately $1.2~~ ~~million, allocated to the Warrants. In association with the Warrants that were recorded as a derivative liability, the Company immediately expensed approximately all $1.2~~ ~~million of the issuance costs.~~

~~During the nine months ended September 30, 2021, Series B Convertible Preferred stockholders of the Company converted~~ 0 ~~shares of Series B Convertible Preferred Stock, and Series C Convertible Preferred stockholders of the Company converted~~ 0 ~~shares of Series C Convertible Preferred Stock.~~

~~Also, during the nine months ended September 30, 2021, holders of warrants elected to exercised using both the cashless and for cash options. The cashless exercise option exercised~~ ~~2,700~~ ~~warrants, which resulted in the issuance of~~ ~~1,890~~ ~~shares of common stock. The for cash option exercised~~ ~~130,275~~ ~~warrants, which resulted in the issuance of~~ ~~130,275~~ ~~shares of common stock, and the receipt of $0.2~~ ~~million of cash.~~

~~2020 Registered Direct Offerings~~

~~During June 2020, the Company closed two registered direct offerings of shares of its common stock, priced at-the-market under Nasdaq rules, resulting in the issuance of a total of~~ ~~6,100,000~~ ~~shares of its common stock for gross proceeds of approximately $9.6~~ ~~million, before considering offering costs of approximately $0.8~~ million. On June 23, 2020, the Company entered into the first Share Purchase Agreement with certain institutional purchasers, pursuant to which the Company agreed to issue and sell to the purchasers, in a registered direct offering, an aggregate of ~~3,700,000~~ ~~shares of common stock, par value $0.01~~ ~~per share. The shares were sold at a negotiated purchase price of $1.50~~ ~~per share for aggregate gross proceeds to the Company of approximately $5.5~~ million, before deducting offering costs. Following the initial registered direct offering, on June 26, 2020, the Company entered into the second Share Purchase Agreement with certain institutional purchasers pursuant to which the Company offered to the purchasers, in a registered direct offering, an aggregate of ~~2,400,000~~ ~~shares of common stock, par value $0.01~~ ~~per share. The shares were sold at a negotiated purchase price of $1.72~~ ~~per share for aggregate gross proceeds to the Company of approximately $4.1~~ ~~million, before deducting offering costs.~~

~~During July and August 2020, the Company closed two registered direct offerings of shares of its common stock, priced at-the-market under Nasdaq rules, resulting in the issuance of a total of~~ ~~4,915,000~~ ~~shares of its common stock for gross proceeds of approximately $11.2~~ ~~million, before considering offering costs of approximately $0.8~~ million. On July 16, 2020, the Company entered into a Share Purchase Agreement with certain institutional purchasers, pursuant to which the Company agreed to issue and sell to the purchasers, in a registered direct offering, an aggregate of ~~1,500,000~~ ~~shares of common stock, par value $0.01~~ ~~per share. The shares were sold at a negotiated purchase price of $2.00~~ ~~per share for aggregate gross proceeds to the Company of $3.0~~ million, before deducting offering costs. On August 4, 2020, the Company entered into a Share Purchase Agreement with certain institutional purchasers, pursuant to which the Company agreed to issue and sell to the purchasers, in a registered direct offering, an aggregate of ~~3,415,000~~ ~~shares of common stock, par value $0.01~~ ~~per share. The shares were sold at a negotiated purchase price of $2.40~~ ~~per share for aggregate gross proceeds to the Company of $8.2~~ ~~million, before deducting offering costs.~~

~~10.~~8. Stock-Based Compensation

A summary of the Company’s outstanding stock option activity for the ~~nine~~three months ended ~~September 30,~~March 31, 2022, and 2021 ~~and 2020~~ is as follows:

Summary of Stock Option Activity

			September 30, 2021									March 31, 2022
	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Intrinsic Value					Weighted- Average		Weighted- Average Remaining Contractual Life		Intrinsic
As of December 31, 2020		465,393	$	5.53		9.3		- $
									Options			Exercise Price		(Years)		Value
As of December 31, 2021										833,892		$	3.91		8.7		87,553
Granted		368,500		1.93		10.0		-		357,000			0.49		10.0		-
Exercised		-		-		-		-		-			-		-		-
Forfeited		-		-		-		-		-			-		-		-
Expired		-		-		-		-		(3	)		139,237.86		-		-
As of September 30, 2021		833,893	$	3.98		8.9	$	417,164
Exercisable at September 30, 2021		221,834	$	12.26		8.6	$	-
Vested and expected to vest at September 30, 2021		833,893	$	3.98		8.9	$	417,164
As of March 31, 2022										1,190,889		$	2.38		8.9	$	114,500
Exercisable at March 31, 2022										387,212		$	6.02		8.3	$	44,652
Vested and expected to vest at March 31, 2022										1,178,659		$	2.44		8.9	$	117,100

			September 30, 2020								March 31, 2021
	Options		Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)		Intrinsic Value				Weighted- Average		Weighted- Average Remaining Contractual Life		Intrinsic
As of December 31, 2019		377	$	7,446.69		5.3	$	-
									Options		Exercise Price		(Years)		Value
As of December 31, 2020										465,393	$	5.53		9.3		-
Granted		465,017		0.47		10.0		-		368,500		1.93		10.0		-
Exercised		-		-		-		-		-		-		-		-
Forfeited		-		-		-		-		-		-		-		-
Expired		-		-		-		-		-		-		-		-
As of September 30, 2020		465,394	$	5.90		9.6	$	746,774
Exercisable and vested at September 30, 2020		377	$	7,446.69		4.6	$	-
As of March 31, 2021										833,893	$	3.98		9.4	$	698,913
Exercisable at March 31, 2021										376	$	6,977.42		4.1	$	-
Vested and expected to vest at March 31, 2021										833,893	$	3.98		9.4	$	698,913

The Company estimates the fair value of each stock option on the grant date using the Black-Scholes-Merton valuation model, which requires several estimates including an estimate of the fair value of the underlying common stock on grant date. The expected volatility was based on an average of the historical volatility of the Company. The expected term was contractual life of option. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The following weighted average assumptions were used in the calculation to estimate the fair value of options granted to employees and non-employees during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. During the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022, the Company granted stock options with an estimated fair value of approximately $~~0.6~~0.2 million.

Schedule of Assumption Used for Fair ~~Value~~value of Option

	~~September 30, 2021~~March 31, 2022
Weighted-average risk-free interest rate		1.66		~~0.73~~%-~~0.85~~	%
Weighted-average expected life (in years)		5.3-~~5.9~~10
Expected dividend yield		-		0	%
Weighted-average expected volatility		~~138~~130%-~~139~~132	%

Of the ~~368,500~~357,000 options granted during the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, 60,000were to non-executive members of the board of directors. Of the ~~833,893~~1,190,889 options outstanding as of ~~September 30, 2021,~~March 31, 2022, ~~295,000~~355,000 were awarded to non-executive members of the board of directors.

Unrecognized stock-based compensation as of ~~September 30, 2021,~~March 31, 2022, is as follows (in thousands):

Schedule of Unrecognized Stock-based Compensation

			Weighted Average				Weighted Average
	Unrecognized Stock-Based		Remaining of Recognition		Unrecognized Stock-Based		Remaining of Recognition
	Compensation		(in years)		Compensation		(in years)
Stock options	$	622		2.1	$	609		2.0
Stock grants	$	14		1.6	$	44		2.1

119. . Commitments and Contingencies

The Company has executed agreements with certain executive officers of the Company which, upon the occurrence of certain events related to a change in control, call for payments to the executives up to ~~one half~~three times their annual salary and accelerated vesting of previously granted stock options.

From time to time, the Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities. Management believes any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, operating results or cash flows.

~~12.~~10. Note Receivable

On October 1, 2018, the Company completed the sale of its spine implant business to CTL Medical. The sale included a $6.0million noninterest bearing note receivable payable over a 36 month term to mature on October 1, ~~2021~~.2021. The note receivable included an imputed interest rate of ~~10%~~10%. The note was paid in full in May 2021.

~~13.~~11. Leases

The Company has entered into two operating leases from which it conducts its business.

With respect to SINTX operations, the Company leases 29,534 square feet of office, warehouse and manufacturing space under a single operating lease. This lease expires at the end of 2024. The lease has two five-year extension options.

On August 19, 2021, the Company, on behalf of SINTX Armor, entered into an Industrial Lease Agreement (the “SINTX Armor Lease”) pursuant to which the Company has agreed to lease approximately 10,936 square feet of office and manufacturing space from which SINTX Armor will conduct its operations. The term of the SINTX Armor Lease is 122 months through October 2031.

Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense is recognized on a straight-line basis over the term of the lease. The Company accounts for lease components separately from the non-lease components. The depreciable life of the assets and leasehold improvements are limited by the expected lease term.

As of ~~September 30, 2021,~~March 31, 2022, the operating lease right-of-use assets totaled approximately $~~2.5~~2.3 million, and the operating lease liability totaled approximately $~~2.5~~2.3 million. Non-cash operating lease expense during the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, totaled approximately $~~0.3~~0.1 ~~million.~~and $0.1 million, respectively. As of ~~September 30, 2021,~~March 31, 2022, the weighted-average discount rate for the Company’s operating lease was 6.5%.

Operating lease future minimum payments together with the present values as of ~~September 30, 2021,~~March 31, 2022, are summarized as ~~follows :~~follows:

Schedule of Operating Lease Future Minimum Payments

Years Ending December 31,	September 30, 2021			March 31, 2022
2021	$	147
2022		641		$	481
2023		660			660
2024		679			680
2025		123			123
2026					127
Thereafter		795			668
Total future minimum lease payments		3,045			2,739
Less amounts representing interests		(542	)		(463	)
Present value of lease liability		2,503			2,276

Current-portion of operating lease liability		478			513
Long-term portion operating lease liability	$	2,025		$	1,763

~~14.~~ ~~Equipment Purchase~~

As explained in Note 1, on July 20, 2021, the Company acquired the equipment and obtained certain intellectual know how with which it intends to develop, manufacture and commercialize protective armor plates from boron carbide and a composite material of silicon carbide and boron carbide for military, law enforcement and civilian uses. The total purchase price for the assets was $~~2.75~~ ~~million, $2.5~~ ~~million of which was paid at closing and the remaining $250,000~~ ~~is to be paid upon completion of certain checkpoints.~~

As of September 30, 2021, the assets have not yet been placed in service, nor has the Company recognized any depreciation expense associated with these assets. The intention of the Company is to place these assets into service by early 2022.

1617

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements for the year ended December 31, ~~2020~~ 2021 and the notes thereto, along with Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~,2021, filed separately with the U.S. Securities and Exchange Commission. This discussion and analysis contains forward-looking statements based upon current beliefs, plans, expectations, intentions and projections that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~,2021, and any updates to those risk factors filed from time to time in our Quarterly Reports on Form 10-Q and in other filings with the Securities and Exchange Commission we may make from time-to-time.

Overview

~~SINTX Technologies is~~We are an ~~OEM~~advanced materials company that develops and commercializes advanced ceramics ~~materials company focused on providing solutions in a variety of medical,~~for biomedical, industrial, ~~armor~~ and antipathogenic applications. SINTX is a 25-year-old company that has grown over time from focusing on the research and development of silicon nitride for use in human interbody implants to becoming an advanced ceramics company engaged in many different fields, which has enabled the business to focus on core competencies. The core strength of ~~the Company~~SINTX Technologies is the manufacturing, research, and development of advanced ceramics for external partners. ~~The Company presently manufactures silicon nitride powders and components in its FDA registered, ISO 13485:2016 certified, and ASD9100D certified manufacturing facility.~~

The Company is focused on building revenue generating opportunities in three business industries, antipathogenic, armor, industrial and biomedical, connecting with current and new customers, partners and manufacturers to help realize the goal of leveraging expertise in high-tech ceramics to create new, innovative opportunities across these sectors. We also expect our continued investment in research and development to provide additional revenue opportunities.

Biomedical Applications:Since its inception, ~~we have~~SINTX has been focused on ~~development of~~ medical grade silicon ~~nitride for use in applications such as spinal fusion, hip and knee replacement and dental implants. The Company’s~~nitride. SINTX products are biocompatible, bioactive, antipathogenic, and have shown superb bone affinity. ~~Because of~~Spinal implants made from SINTX silicon nitride have been successfully implanted in humans since 2008 in the US, Europe, Brazil, and Taiwan. This established use, along with its inherent resistance to bacterial adhesion and bone affinity – mean that it ~~is an ideal material for use~~may also be suitable in ~~interbody~~other fusion device applications such as hip, knee and dental implants. Bacterial infection of any biomaterial implants is always a concern. ~~Our~~SINTX silicon nitride is inherently resistant to bacterial colonization and biofilm formation, making it antibacterial. SINTX silicon nitride products can be polished to a smooth and wear-resistant surface for articulating applications, such as bearings for hip and knee replacements.

We believe that silicon nitride has a superb combination of properties that make it suited for long-term human implantation. Other biomaterials are based on bone grafts, metal alloys, and polymers- all of which have well-known practical limitations and disadvantages. In contrast, silicon nitride has a legacy of success in the most demanding and extreme industrial environments. As a human implant material, silicon nitride offers bone ingrowth, resistance to bacterial and viral infection, ease of diagnostic imaging, resistance to corrosion, and superior strength and fracture resistance, among other advantages, all of which claims are validated in our large and growing inventory of peer-reviewed, published literature reports. We believe that our versatile silicon nitride manufacturing expertise positions us favorably to introduce new and innovative devices in the medical and non-medical fields.

Industrial Applications:It is the belief of ~~the Company~~SINTX that its ~~grade of industrial~~ silicon nitride ~~also~~ has the ~~desired~~best combination of mechanical, thermal, and electrical properties ~~for use as a~~of any technical ceramic material. It is a high-performance technical ceramic with high strength, toughness, and hardness, and is extremely resistant to thermal shock and impact. It is also an electrically insulating ceramic material. Typically, it is used in applications where high load-bearing capacity, thermal stability, and wear resistance are required. The Company has obtained AS9100D certification and ITAR registration to facilitate entry into the aerospace portion of this market.

~~Armor solutions utilizing ceramics are commonly used to protect vehicles, personnel, aircraft, and marine vessels due to their lightweight and high hardness. We have~~SINTX has recently entered the ceramic armor market through the purchase of assets from B4C, LLC and a technology partnership with Precision Ceramics USA. ~~We will~~SINTX intends to develop and manufacture high-performance ceramics for personnel, aircraft, and vehicle armor including a 100% Boron Carbide material for ultimate lightweight performance in ballistic applications, and a composite material made of Boron Carbide and Silicon Carbide ~~licensed from Precision Ceramics USA,~~ for exceptional multi-hit performance against ballistic threats. SINTX has signed a 10-year lease at a building near its headquarters in Salt Lake City, UT to house development and manufacturing activities for SINTX Armor.

Antipathogenic Applications:Today, there is a global need to improve protection against pathogens in everyday life. SINTX believes that by incorporating its unique composition of silicon nitride antipathogenic powder into products such as face masks, filters, and ~~personal protective equipment,~~wound care devices, it is possible to manufacture surfaces that inactivate ~~viral particles,~~pathogens, thereby limiting the spread of infection and disease. The discovery in 2020 that SINTX silicon nitride inactivates SARS-CoV-2, the virus which causes the disease COVID-19, has opened new markets and applications for our material and we have refocused many of our resources on these opportunities.

~~The Company~~SINTX presently manufactures advanced ceramic powders and components in our manufacturing facilities based in Salt Lake City, Utah.

Components of our Results of Operations

We manage our business within one reportable segment, which is consistent with how our management reviews our business, makes investment and resource allocation decisions and assesses operating performance.

1718

~~Product~~ Revenue

We derive our product revenue primarily from the manufacture and sale of spinal fusion products used in the treatment of spine disorders to CTL, with whom we entered into a 10-year exclusive sales agreement in October 2018. We are currently pursuing other sales opportunities for silicon nitride products outside the spinal fusion application and have shipped new orders for these products. In 2021, we made progress in diversifying our revenue by selling a composite product of silicon nitride and PEEK as well as products for the industrial silicon nitride market, the ceramic armor market, and for the antipathogenic market. We generally recognize revenue from sales where control transfers at a point in time as the title and risk of loss passes to the customer, which is at the time the product is shipped. In general, our customer does not have rights of return or exchange.

We believe our product revenue will increase as ~~CTL increases sales of silicon nitride spinal fusion products, as~~ we secure ~~other~~ opportunities to manufacture third party products with silicon nitride, launch and generate revenue from our ceramic armor products, and as we continue to introduce new products into the market.

We derive grant revenue from grants and awards provided by governmental agencies.

Cost of Revenue

The expenses that are included in cost of revenue include all in-house manufacturing costs for the products we manufacture.

Gross Profit

Our gross profit measures our product revenue relative to our cost of revenue. We expect our gross profit percentage to decrease as we expand the penetration of our silicon nitride technology platform through OEM and private label partnerships, which offer additional avenues for the adoption of silicon nitride. Prior to the sale of our retail spine implant business, our revenues and gross profits were based on our retail sales. With the focus on OEM and private label partnerships, the margins are lower, thus causing the decrease in our gross profit percentage.

Research and Development Expenses

Our research and development costs are expensed as incurred. Research and development costs consist of engineering, product development, clinical trials, test-part manufacturing, testing, developing and validating the manufacturing process, manufacturing, facility and regulatory-related costs. Research and development expenses also include employee compensation, employee and non-employee stock-based compensation, supplies and materials, consultant services, and travel and facilities expenses related to research and development activities.

We expect to incur additional research and development costs as we continue to develop new ~~spinal fusion~~medical devices, industrial and ceramic armor products, ~~develop armored plates from ceramic,~~ product candidates for ~~total joint replacements, dental~~antipathogenic applications, ~~antipathogenic products,~~ and other products which may increase our total research and development expenses.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, benefits and other related costs, including stock-based compensation for certain members of our executive team and other personnel employed in finance, compliance, administrative, information technology, customer service, executive and human resource departments. General and administrative expenses also include other expenses not part of the other cost categories mentioned above, including facility expenses and professional fees for accounting and legal services.

1819

RESULTS OF OPERATIONS

The following is a tabular presentation of our unaudited condensed consolidated operating results for the three months ended March 31, 2022 and ~~nine month periods ended September 30,~~ 2021 ~~and 2020~~ (in thousands):

	Three Months Ended September 30,						$			%			Nine Months Ended September 30,						$			%			Three Months Ended March 31,
	2021			2020			Change			Change			2021			2020			Change			Change			2022			2021			$ Change			% Change
Product revenue	$	239		$	66		$	173			262	%	$	441		$	478		$	(37	)		-8	%	$	101		$	101		$	0			0	%
Cost of revenue		190			53			137			258	%		324			382			(58	)		-15	%
Grant revenue																										28			-			28			100	%
Total revenue																										129			101			28			28	%
Costs of revenue																										80			61			19			31	%
Gross profit		49			13			36			277	%		117			96			21			22	%		49			40			9			23	%

Operating expenses:
Research and development		1,603			1,432			171			12	%		4,402			3,494			908			26	%		1,653			1,595			58			4	%
General and administrative		933			827			106			13	%		2,791			2,418			373			15	%		856			1,000			(144	)		-14	%
Sales and marketing		338			182			156			86	%		953			450			503			112	%		394			286			108			38	%
Grant expenses																										26			-			26			100	%
Total operating expenses		2,874			2,441			433			18	%		8,146			6,362			1,784			28	%		2,929			2,881			48			2	%
Loss from operations		(2,825	)		(2,428	)		(397	)		16	%		(8,029	)		(6,266	)		(1,763	)		28	%		(2,880	)		(2,841	)		(39	)		1	%
Other income (expense)		482			(10	)		492			4920	%		854			969			(115	)		-12	%
Net loss before taxes		(2,343	)		(2,438	)		95			-4	%		(7,175	)		(5,297	)		(1,878	)		35	%
Other income, net																										35			208			(173	)		-83	%
Net income (loss) before income taxes																										(2,845	)		(2,633	)		(212	)		8	%
Provision for income taxes		-			-			-						-			-			-						-			-			-			N/A
Net loss	$	(2,343	)	$	(2,438	)	$	95			-4	%	$	(7,175	)	$	(5,297	)	$	(1,878	)		35	%
Net income (loss)																										(2,845	)		(2,633	)		(212	)		8	%

~~Product~~ Revenue

For the three months ended ~~September 30,~~March 31, 2022, and 2021 total product revenue was ~~$0.24 million as compared to $0.07 million in~~relatively unchanged at $0.1 million. During the quarter ended March 31, 2022 the Company received grant revenue of $0.03 million. Grant revenue did not exist during the same period ~~2020, an increase~~ of ~~$0.17 million, or 262%. This increase was largely due to increases in orders from CTL Amedica.~~

~~For~~ the nine months ended September 30, 2021, total product revenue was $0.44 million as compared to $0.48 million in the same period 2020, a decrease of $0.04 million, or 8%. This decrease was primarily due to a decrease in orders from CTL Amedica.

prior year.

Cost of Revenue and Gross Profit

For the three months ended ~~September 30, 2021,~~March 31, 2022, our cost of revenue ~~increased $0.14 million, or 258%,~~did not significantly change as compared to the same period in 2020. This increase is primarily attributed to the increase in product revenue, and the associated increase in costs of goods sold. Gross profit increased $0.04 million or 277%. This increase in gross profit is attributed to the increase in product revenue. Gross profit margin percentage totaled 21% and 20% for the three months ended September 30 for 2021 and 2020, respectively.

For the nine months ended September 30, 2021, our cost of revenue decreased $0.06 million, or 15%, as compared to the same period in 2020. Gross profit increased $0.02 million or 22%. The decrease in cost of revenue was directly related to the reduction in revenue. The increase in gross profit is a result of revenue to new customers with higher profit margins when compared to the prior year. Gross profit margin percentage totaled 27% and 20% for the nine months ended September 30 for 2021 and 2020, respectively.

2021.

Research and Development Expenses

For the three months ended ~~September 30, 2021,~~March 31, 2022, research and development expenses increased ~~$0.2~~$0.1 million, or 12% as compared to the same period in 2020. This increase was primarily attributable to an overall increase in R&D activity to support the Company’s strategic objective of developing new technologies and related products.

~~For the nine months ended September 30, 2021, research and development expenses increased $0.9 million, or 26%~~4%, as compared to the same period in ~~2020.~~2021. This increase was primarily attributable to ana general increase in ~~R&D wages for new personnel~~products and ~~outside research activities related~~services due to ~~testing the anti-viral properties of silicon nitride to support the Company’s strategic objective of developing new technologies and related products.~~

price inflation.

General and Administrative Expenses

For the three months ended ~~September 30, 2021,~~March 31, 2022, general and administrative expenses ~~increased~~decreased $0.1 million, or ~~13% as compared to the same period in 2020. This increase is primarily due to an increase in insurance costs and fees for outside consultants.~~

~~For the nine months ended September 30, 2021, general and administrative expenses increased $0.4 million, or 15%~~14%, as compared to the same period in ~~2020.~~2021. This ~~increase~~decrease is primarily due to the ~~increase~~decrease in ~~insurance~~external consulting costs ~~fees for outside consultants~~ and ~~an increase in wages for new personnel.~~patent application expenses.

Sales and Marketing Expenses

For the three months ended ~~September 30, 2021,~~March 31, 2022, sales and marketing expenses increased ~~$0.2~~$0.1 million, or ~~86%~~38%, as compared to the same period in ~~2020.~~2021. This increase was primarily attributable to an overall increase in marketing activities to generate interest in and exposure to the Company’s potential new product lines.

Grant Expenses

For the ~~nine~~three months ended ~~September 30, 2021, sales and marketing~~March 31, 2022, the Company incurred grant expenses ~~increased $0.5 million, or 112%, as compared to~~of less than $0.1 million. The Company had no grant expenses for the same period in ~~2020. This increase was primarily attributable to an increase in sales and marketing wages for new personnel and an increase in marketing activities to generate interest in and exposure~~2021 due to the ~~Company’s potential new product lines.~~Company being awarded federal grant income subsequent to the first quarter of 2021 (and incurring related grant expense during 2022 and incurring none during 2021).

Other Income, Net

For the three months ended ~~September 30, 2021,~~March 31, 2022, other income ~~increased $0.5~~decreased $0.2 million, or ~~4920%~~83%, as compared to the same period in ~~2020.~~2021. This ~~increase~~decrease was primarily due to other income of $0.4 million associated with the forgiveness of the 2020 PPP Loan in the prior year, which was partially offset in the prior year by the incurring of a change in the fair value of the derivative liabilities in the amount of ~~$0.8 million offset by a $0.1 million decrease in interest income and a~~ $0.2 ~~million gain on the reduction of accrued sterilization in the prior year.~~million.

For the nine months ended September 30, 2021, other income decreased $0.1 million, or 12%, as compared to the same period in 2020. This decrease was primarily due to incurring a change in the fair value of the derivative liabilities in the amount of $1.5 million, a reduction in interest income of $0.2 million offset by offering costs of $1.2 million associated with the February 2020 rights offering and a $0.4 million in PPP loan forgiveness in the prior year.

Liquidity and Capital Resources

For the ~~nine~~three months ended ~~September 30,~~March 31, 2022, and 2021 ~~and 2020,~~, the Company incurred a net loss of ~~$7.2~~$2.8 million and ~~a net loss of $5.3~~$2.6 million, respectively, and used cash in ~~operations~~operating activities of ~~$7.7~~$3.2 million and ~~$7.1~~$3.0 million, respectively. The Company had an accumulated deficit of ~~$248.3~~$253.3 million and ~~$241.1~~$250.4 million as of ~~September 30, 2021~~March 31, 2022, and December 31, ~~2020,~~2021, respectively. To date, the Company’s operations have been principally financed from proceeds from the issuance of preferred and common stock and, to a lesser extent, cash generated from product sales. It is anticipated that the Company will continue to generate operating losses and use cash in operations. The Company’s continuation as a going concern is dependent upon its ability to increase sales, and/or raise additional funds through the capital markets. Whether and when the Company can attain profitability and positive cash flows from operations or obtain additional financing is uncertain.

The Company is actively generating additional scientific and clinical data to have it published in leading industry publications. The unique features of our silicon nitride material are not well known, and we believe the publication of such data would help sales efforts as the Company approaches new prospects. The Company is also making additional changes to the sales strategy, including a focus on revenue growth by expanding the use of silicon nitride in other areas outside of spinal fusion applications. For instance, results from an independent study demonstrated the potential anti-viral properties of our silicon nitride. We believe that we may be able to apply our silicon nitride powder to personal protection products, such as face masks, gowns and gloves, resulting in inactivation of viruses that come into contact with the items.

The Company has common stock that is publicly traded and has been able to successfully raise capital when needed since the date of the Company’s initial public offering in February 2014. On February 6, 2020, the Company closed on a rights offering to its stockholders of units, consisting of convertible preferred stock and warrants, for gross proceeds of $9.4 million, which excludes underwriting discounts and commissions and offering expenses payable by the Company. Additionally, during the period of June 2020 through August 2020, the Company closed four registered direct offerings of shares of its common stock, priced at-the-market under Nasdaq rules, resulting in the issuance of a total of 11,015,000 shares of its common stock for gross proceeds of approximately $20.9 million, which excludes underwriting discounts and commissions and offering expenses payable by the Company.

During the year ended December 31, 2019, the Company entered into an ATM equity distribution agreement in which the Company could sell, from time to time, shares of common stock having an aggregate offering price of up to $2.5 million. The Company sold 527,896 shares during the year ended December 31, 2019, raising approximately $1.7 million before considering issuance costs. During the year ending December 31, 2020, the Company sold 354,381 shares of common stock, raising approximately $0.8 million before considering issuance costs. As a result of the sales during the first half of 2020 there are no longer any funds available to the Company under the ATM.

On February 25, 2021, the Company entered into an Equity Distribution Agreement (the “2021 Distribution Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which we may sell from time to time, shares of its our common stock, $0.01 par value per share, having an aggregate offering price of up to ~~$15.0~~$2.0 million through Maxim, as agent. No shares have been sold under the 2021 Distribution Agreement as of ~~September 30, 2021.~~March 31, 2022.

On October 1, 2018, the Company sold the retail spine implant business to CTL Medical. The sale included a $6 million noninterest bearing note receivable payable over a 36-month term. CTL Medical has paid this note in full, and the Company does not expect any future cashflows associated with the note.

~~Management has concluded that~~Although the Company is seeking to obtain additional equity and/or debt financing, such funding is not assured and may not be available to the Company on favorable or acceptable terms and may involve significant restrictive covenants. Any additional equity financing is also not assured and, if available to the Company, will most likely be dilutive to its ~~existing capital resources~~current stockholders. If the Company is not able to obtain additional debt or equity financing on a timely basis, the impact on the Company will be ~~sufficient to fund operations for at least the next 12 months, or through November 2022.~~material and adverse.

Risks Related to COVID-19 Pandemic

Correction of an Immaterial Error

Subsequent to March 31, 2022, the Company identified an error related to the removal of a loan obligation and the recording of other income for forgiveness of debt totaling approximately $0.5 million, which forgiveness was recorded on November 24, 2021. The Company has determined that the Company should not have removed the loan obligation and recorded approximately $0.5 million of other income in the financial statements as of December 31, 2021, and for the year then ended. The error affected the 2021 net loss attributable to common stockholders and net loss per share—basic and diluted. The error also affected total liabilities and accumulated deficit (and total stockholders’ equity) as of December 31, 2021. The error did not affect 2021 cash flows from operating activities and total cash flow. The December 31, 2021, consolidated balance sheet and the December 31, 2021, balance in the statement stockholders’ equity contained in these financial statements have been restated. The change resulted a reduction of stockholders’ equity of $0.5 million as of December 31, 2021.

Cash Flows

The following table summarizes, for the periods indicated, cash flows from operating, investing and financing activities (in thousands) – unaudited:

	Nine Months Ended September 30,						Three Months Ended March 31,
	2021			2020			2022			2021
Net cash used in operating activities	$	(7,747	)	$	(7,056	)	$	(3,180	)	$	(2,992	)
Net cash provided by (used in) investing activities		(1,122	)		1,378			(230	)		406
Net cash provided by financing activities		701			30,941			-			706
Net cash provided (used)	$	(8,168	)	$	25,263
Net decrease in cash							$	(3,410	)	$	(1,880	)

Net Cash Used in Operating Activities

Net cash used in operating activities was ~~$7.7~~$3.2 million during the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, compared to ~~$7.1~~$3.0 million used during the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$0.6~~$0.2 million. The increase in cash used for operating activities during 2022 was primarily due to changes in the movement of working capital items during 2022 as compared to the same period in 2021 as follows: a $0.5 million increase in cash used in accounts payable, offset by a $0.2 million decrease in cash used in prepaid expenses. The decrease in the net loss ~~from~~for operations, and related non-cash add backs to the net loss, was ~~$0.8~~$0.1 million from ~~2021~~2022 when compared to 2020. The increase in cash used for operating activities during 2021 was primarily due to the $0.8 million mentioned above plus changes in the movement of working capital items during 2021 as compared to the same period in 2020 as follows: a $0.3 million increase in cash used for inventory, $0.1 million increase in cash used for prepaid expenses, and $0.2 million decrease in cash received from accounts receivable, offset by a $0.8 million decrease in cash used for accounts payable.2021.

Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities was ~~$1.1~~$0.2 million during the ~~nine~~three months ended ~~September 30, 2021~~Monarch 31, 2022, compared to ~~cash~~$0.4 million provided by investing activities ~~of $1.4 million for~~during the same period in ~~2020.~~2021, a decrease of $0.6 million. The decrease ofin cash provided byin investing activities ~~of $2.5 million~~during 2022 was primarily ~~driven by~~due to the ~~change~~decrease in ~~property and equipment~~cash received of ~~$2.9~~$0.6 million ~~offset by an increase in cash~~from the proceeds from notes receivable ~~of $0.4 million.~~in 2021.

Net Cash Provided by Financing Activities

~~Net~~There was no cash provided by financing activities ~~was $0.7 million~~ during the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, compared to ~~net cash provided by financing activities of $30.9~~$0.7 million during the same period in ~~2020.~~2021. The ~~$30.2~~$0.7 million decrease to net cash provided by financing activities was primarily attributable to ~~2020~~$0.5 million in proceeds from a ~~offerings including $20.0~~PPP loan and $0.2 million less in proceeds in the issuance of common stock, $6.3 million less in proceeds from issuance of warrant derivative liabilities, $3.1 million less in proceeds from issuance of preferred stock, and $0.9 million less in proceeds from the ~~issuance of common stock in connection with the~~ exercise of warrants ~~offset by $0.1 million~~for cash in ~~additional proceeds from~~ the ~~issuance of debt related to PPP loans.~~prior year.

Indebtedness

2020 PPP Loan

On April 28, 2020, the Company received funding under a Paycheck Protection Program (“PPP”) loan (the “PPP Loan”) from First State Community Bank (the “Lender”). The principal amount of the PPP Loan was $0.4 million. The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (the “SBA”). Loans made under the PPP may be partially or fully forgiven if the recipient complies with the provisions of the CARES Act, including the use of PPP Loan proceeds for payroll costs, rent, utilities and other expenses, provided that such amounts are incurred during a 24-week period that commenced on April 28, 2020 and at least 60% of any forgiven amount has been used for covered payroll costs as defined by the CARES Act. On January 5, 2021, the Lender provided notice to the Company that the principal amount and accrued interest had been forgiven. The Company removed the PPP Loan obligation and recorded other income for forgiveness of debt totaling $0.4 million. The SBA has until January of 2027 to audit the Company’s compliance with the CARES Act relating to the PPP Loan.

2021 PPP Loan

On March 15, 2021, the Company received funding under the SBA Second Draw Program under the Paycheck Protection Program (“2021 PPP”) (the “2021 PPP Loan”) from ~~First State Community Bank (the “Lender”).~~the Lender. The principal amount of the 2021 PPP Loan is $0.5 million. The Company received notice on November 24, 2021, ~~PPP was established under~~that the ~~CARES Act~~principal amount and ~~is administered by the SBA.~~accrued interest had been forgiven. The ~~2021 PPP Loan has a five-year term, maturing on March 15, 2026. The interest rate on~~Company removed the 2021 PPP Loan ~~is 1.0% per annum.~~obligation and recorded other income for forgiveness of debt totaling $0.5 million.

The Company will not be obligated to make any payments of principal or interest if the Company submits a loan forgiveness application to the Bank within 10 months after the end of the Company’s covered loan forgiveness period (as defined and interpreted by the 2021 PPP Rules) and such loan forgiveness is allowed. Generally, all or a portion ofSince receiving the 2021 PPP Loan ~~may be~~and learning that the principal amount of the loan and accrued interest had been forgiven, ifThe Company has determined that the Company ~~maintains its employment and compensation within certain parameters during the twenty-four (24) week period following~~should not have removed the loan ~~origination date~~obligation and recorded approximately $0.5 million of other income in the ~~proceeds~~financial statements as of December 31, 2021, and for the ~~2021 PPP Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020~~year then ended. As a result, the Company will repay the loan together with processing fees and ~~utility payments arising under service agreements dated before February 15, 2020.~~interest.

2223

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined in Item 303(a)(4) of Regulation S-K.

Critical Accounting Policies and Estimates

A summary of our significant accounting policies and estimates is discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. There have been no material changes to those policies for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The preparation of the ~~condensed~~ consolidated financial statements in accordance with U.S. generally accepted accounting principles requires us to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets and liabilities. Significant areas of uncertainty that require judgments, estimates and assumptions include the accounting for income taxes and other contingencies as well as valuation of derivative liabilities, asset impairment and collectability of accounts receivable. We use historical and other information that we consider to be relevant to make these judgments and estimates. However, actual results may differ from those estimates and assumptions that are used to prepare our condensed consolidated financial statements.

New Accounting Pronouncements

See discussion under Note 1, Organization and Summary of Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q, for information on new accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

This Report includes the certifications of our Chief Executive Officer and Principal Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are properly recorded, processed, summarized and reported within the time periods required by the Commission’s rules and forms.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer and principal financial officer), of the effectiveness of the design and operation of these disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of ~~September 30, 2021.~~March 31, 2022. Based on this evaluation, the Chief Executive Officer concluded that our disclosure controls and procedures were effective as of ~~September 30, 2021,~~March 31, 2022, the end of the period covered by this Quarterly Report on Form 10-Q.

2324

There were no changes in our internal control over financial reporting that occurred during the ~~third~~first quarter of ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceeding against us that could have a material adverse effect on our business, operating results or financial condition. The medical device industry is characterized by frequent claims and litigation, including claims regarding patent and other intellectual property rights as well as improper hiring practices. As a result, we may be involved in various additional legal proceedings from time to time.

Item 1A. Risk Factors

Information regarding risk factors appears in Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which was filed with the SEC on March ~~22, 2021.~~25, 2022. There have been no material changes from the risk factors previously disclosed in the Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

2425

ITEM 6. EXHIBITS

Exhibit Number	Exhibit Description		Filed Herewith	Incorporated by Reference herein from Form or Schedule	Filing Date	SEC File/ Reg. Number
~~2.1*+~~	~~Asset Purchase Agreement by and among SINTX Technologies, Inc. and B4C, LLC, dated July 20, 2021.~~			~~Form 8-K~~ ~~(Exhibit 2.1)~~	~~07/26/21~~	~~001-33624~~

~~3.1~~	~~Amended and Restated Bylaws of SINTX Technologies, Inc. (effective September 30, 2021)~~			~~Form 8-K~~ ~~(Exhibit 3.1)~~	~~10/01/21~~	~~001-33624~~

~~10.1*+~~	~~Industrial Lease Agreement, dated August 19, 2021, by and between SINTX Technologies, Inc. and SLS Industrial Portfolio Owner SLCP, LLC, LLC.~~	31.1		~~Form 8-K~~ ~~(Exhibit 10.1)~~	~~08/25/21~~	~~001-33624~~

~~31.1~~	Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X

31.2	Certificate of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X

32	Certifications of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X

101.INS	Inline XBRL Instance Document		X

101.SCH	Inline XBRL Taxonomy Extension Schema Document		X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document		X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document		X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document		X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document		X

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

+	~~Portions~~A portion of Exhibit ~~2.1 and~~ 10.1 ~~have~~has been omitted as ~~they contain~~it contains information that (i) is not material and (ii) would be competitively harmful if publicly disclosed.

*	Schedules and exhibits to these Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

2526

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, thereunto duly authorized.

	SINTX Technologies, Inc.

Date: ~~November 12~~May 13, 2022~~, 2021~~	/s/ B. Sonny Bal
	B. Sonny Bal
	Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

2627

	��	Basic Calculation			Effect of Dilutive Warrant Securities		Diluted Calculation
Numerator:
Net loss		$	(2,438	)	$	-	$	(2,438	)
Deemed dividend and accretion of a discount			(74	)		-		(74	)
Net loss attributable to common stockholders		$	(2,512	)	$	-	$	(2,512	)

Denominator:
Number of shares used in per common share calculations:			22,774,263			-		22,774,263

Net loss per common share:
Net loss		$	(0.11	)	$	-	$	(0.11	)
Deemed dividend and accretion of a discount			-			-		-
Net loss attributable to common stockholders		$	(0.11	)	$	-	$	(0.11	)

	September 30, 2021			December 31, 2020
Manufacturing and lab equipment	$	4,008		$	558
Leasehold improvements		936			941
Software and computer equipment		696			684
Furniture and equipment		82			82
		5,722			2,265
Less: accumulated depreciation		(1,908	)		(1,794	)
	$	3,814		$	471

	September 30, 2021			December 31, 2020
Trademarks	$	50		$	50
Less: accumulated amortization		(17	)		(14	)
Intangible assets, net	$	33		$	36

	Common Stock Warrants
Balance as of December 31, 2019	$	(220	)
Issuance of derivatives		(6,328	)
Change in fair value		1,750
Exercise of warrants		3,197
Other, net		1
Balance as of September 30, 2020	$	(1,600	)

Balance as of December 31, 2020	$	(1,238	)
Change in fair value		225
Exercise of warrants		195
Balance as of September 30, 2021	$	(818	)