Sintx Technologies(SINT) - 2025 Q2 - Quarterly Report

Part I. Financial Information This section presents SINTX Technologies' unaudited condensed consolidated financial statements, management's discussion, market risk disclosures, and controls for Q2 2025 Item 1. Financial Statements This section presents unaudited condensed consolidated financial statements, including balance sheets, operations, equity, cash flows, and detailed notes Condensed Consolidated Balance Sheets (unaudited) The balance sheets present the company's financial position as of June 30, 2025, and December 31, 2024, showing slight decreases in assets and liabilities, and a minor equity increase Balance Sheet Summary (in thousands) | Balance Sheet Item (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :------------ | :---------------- | :----- | | Total assets | $9,195 | $9,413 | $(218) | | Total liabilities | $5,207 | $5,519 | $(312) | | Total stockholders' equity | $3,988 | $3,894 | $94 | Condensed Consolidated Statements of Operations (unaudited) The statements of operations show increased net losses for Q2 and H1 2025, driven by significant revenue declines and changes in other income/expenses Statements of Operations Summary (in thousands) | Operating Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :------------------------------ | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Total revenue | $151 | $859 | $(708) (-82%) | $520 | $1,546 | $(1,026) (-66%) | | Gross profit | $57 | $635 | $(578) (-91%) | $180 | $1,099 | $(919) (-84%) | | Loss from operations | $(2,665) | $(2,710) | $45 (-2%) | $(5,048) | $(5,907) | $859 (-15%) | | Net loss | $(2,318) | $(2,204) | $(114) (5%) | $(4,610) | $(3,090) | $(1,520) (49%) | | Basic Net loss per share | $(0.91) | $(3.49) | $2.58 | $(2.14) | $(8.61) | $6.47 | Condensed Consolidated Statements of Stockholders' Equity (unaudited) The statements detail changes in stockholders' equity, including common stock issuances, stock-based compensation, and net losses, resulting in a slight equity increase from December 31, 2024, to June 30, 2025 Stockholders' Equity Summary (in thousands) | Stockholders' Equity Item (in thousands) | As of Dec 31, 2024 | As of Jun 30, 2025 | Change | | :--------------------------------------- | :----------------- | :----------------- | :----- | | Common Stock Amount | $13 | $26 | $13 | | Additional Paid-In Capital | $285,619 | $290,443 | $4,824 | | Accumulated Deficit | $(281,738) | $(286,348) | $(4,610) | | Total Stockholders' Equity | $3,894 | $3,988 | $94 | - Common stock shares outstanding increased from 1,342,853 as of December 31, 2024, to 2,591,171 as of June 30, 2025, reflecting significant equity issuance activities[14] Condensed Consolidated Statements of Cash Flows (unaudited) Cash flow statements show decreased cash used in operating activities, positive investing cash flow, and reduced financing cash flow for the six months ended June 30, 2025 Cash Flow Summary (in thousands) | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net cash used in operating activities | $(3,710) | $(4,948) | $1,238 |\n| Net cash provided by (used in) investing activities | $289 | $(173) | $462 |\n| Net cash provided by financing activities | $4,143 | $6,338 | $(2,195) |\n| Net increase in cash and cash equivalents | $722 | $1,217 | $(495) |\n| Cash and cash equivalents at end of period | $4,320 | $4,557 | $(237) | Notes to Condensed Consolidated Financial Statements (unaudited) These notes provide detailed disclosures on accounting policies, significant events, and financial instrument valuations, offering context to the condensed consolidated financial statements 1. Organization and Summary of Significant Accounting Policies SINTX Technologies, an advanced ceramics company, focuses on silicon nitride for medical and agribiotech applications, with unaudited financials noting going concern uncertainty - SINTX Technologies specializes in silicon nitride (Si₃N₄) for medical devices (musculoskeletal, antipathogenic) and agribiotech applications, with products implanted in humans since 2008[18][19] - The company's Salt Lake City facility is FDA registered, cGMP, ANVISA RDC 665 compliant, and ISO 9001:2015, ISO 13485:2016, and ASD9100D certified[22] - Management concluded substantial doubt exists about the Company's ability to continue as a going concern for 12 months from issuance due to net losses and accumulated deficit[28][29][38] - SINTX is strategically repositioning to focus on the biomedical sector, transitioning from industrial applications to develop and commercialize innovative silicon nitride medical devices[33][34] - The company implemented a workforce reduction and ceased efforts to make the armor plant operational in August 2024, incurring a $4.6 million impairment charge related to the armor plant in 2024[35][36] 2. Disposition of TA&T On February 19, 2025, SINTX sold its subsidiary TA&T to Tethon Corporation, which assumed TA&T's liabilities, a transaction not qualifying for discontinued operations - SINTX sold its subsidiary TA&T to Tethon Corporation on February 19, 2025, in exchange for Tethon assuming TA&T's outstanding liabilities[37][42] TA&T Assets and Liabilities Transferred (in thousands) | TA&T Assets and Liabilities Transferred (in thousands) | February 19, 2025 | | :--------------------------------------------------- | :---------------- | | Total assets sold | $743 | | Total liabilities assumed | $(719) | 3. Basic and Diluted Net Income (Loss) per Common Share Basic and diluted net loss per common share calculations are presented, excluding antidilutive securities from diluted EPS for the periods Net Loss Per Share (Basic and Diluted) | Net Loss Per Share (Basic and Diluted) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic Net Loss | $(0.91) | $(3.49) | $(2.14) | $(8.61) | | Diluted Net Loss | $(0.91) | $(3.61) | $(2.14) | $(13.62) | - Approximately 2.1 million and 0.1 million potentially dilutive securities were excluded from diluted loss per share calculations as of June 30, 2025, and 2024, respectively, because they were antidilutive[45] 4. Inventories Inventories decreased from $967 thousand at December 31, 2024, to $805 thousand at June 30, 2025, with approximately half current and half long-term Inventory Breakdown (in thousands) | Inventory Category (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Raw materials | $516 | $629 | | WIP | $162 | $182 | | Finished goods | $127 | $156 | | Total Inventories | $805 | $967 | - As of June 30, 2025, inventories were split approximately $0.4 million current and $0.4 million long-term[48] 5. Fair Value Measurements Derivative liabilities, primarily common stock warrants, are measured at fair value using Level 3 inputs via Monte Carlo Simulation, decreasing from $(208) thousand to $(160) thousand from December 2024 to June 2025 - Common stock warrants are classified as derivative liabilities and re-measured to fair value at each reporting period using the Monte Carlo Simulation valuation model[49][52] Derivative Liabilities (in thousands) | Derivative Liabilities (in thousands) | December 31, 2024 | June 30, 2025 | Change | | :------------------------------------ | :---------------- | :------------ | :----- | | Common stock warrants | $(208) | $(160) | $48 | Valuation Assumptions | Valuation Assumption | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Weighted-average risk-free interest rate | 3.66-3.92% | 4.12-4.35% | | Weighted-average expected life (years) | 0.09-3.59 | 0.10-4.09 | | Weighted-average expected volatility | 140.00-165.00% | 140.00-210.00% | 6. Accrued and Other Current Liabilities Accrued liabilities decreased from $986 thousand to $585 thousand due to reduced payroll and payables, while other current liabilities increased to $750 thousand for Sinaptic Surgical acquisition stock issuance Accrued Liabilities (in thousands) | Accrued Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :--------------------------------- | :------------ | :---------------- | :----- | | Payroll and related expense | $215 | $400 | $(185) | | Accrued payables | $10 | $178 | $(168) | | Other | $360 | $408 | $(48) | | Total Accrued Liabilities | $585 | $986 | $(401) | - Other current liabilities increased to $750 thousand as of June 30, 2025, primarily due to a deposit for stock issuance related to the acquisition of Sinaptic Surgical[55] 7. Debt The Company entered two new insurance premium finance arrangements in March and May 2025, with outstanding balances of $88 thousand and $21 thousand as of June 30, 2025, and a prior arrangement was fully paid in Q1 2025 - New premium finance arrangements were entered in March 2025 (D&O insurance, $145 thousand financed at 7.45% APR, $88 thousand outstanding) and May 2025 (general liability, $21 thousand financed at 11.15% APR, $21 thousand outstanding)[57][58] - A June 2024 premium finance arrangement for commercial liability insurance ($117 thousand financed at 8.75% APR) was fully paid in Q1 2025[56] 8. Equity SINTX completed a $5.0 million private placement in February 2025, issuing common stock and warrants, and conducted public offerings in April, March, and February 2024, raising approximately $1.5 million, $1.3 million, and $4 million, with the ATM Agreement suspended - On February 20, 2025, the Company closed a private placement for $5.0 million gross proceeds, issuing 1,171,189 common shares, 278,098 pre-funded warrants, and 1,449,287 common warrants[59] - Public offerings in April 2024 ($1.5 million gross proceeds for 358,000 shares) and March 2024 ($1.3 million gross proceeds for 142,000 shares) were completed[60][62] - A public offering in February 2024 raised approximately $4 million, involving common units, pre-funded warrant units, Class E warrants, and Class F warrants[63] - The ATM Agreement was suspended in March 2024 and had no capacity for further sales as of June 30, 2025[64] 9. Stock-Based Compensation As of June 30, 2025, 90,032 stock options were outstanding with a weighted-average exercise price of $20.85 and 9.7 years remaining life, and $478 thousand unrecognized stock-based compensation to be recognized over 1.7 years Stock Option Activity | Stock Option Activity | As of Dec 31, 2024 | Granted | Expired | As of Jun 30, 2025 | | :-------------------- | :----------------- | :------ | :------ | :----------------- | | Options | 35 | 90,000 | (3) | 90,032 | | Weighted Average Exercise Price | $18,872 | $3.00 | $19,267 | $20.85 | - Unrecognized stock-based compensation for stock grants amounted to $478 thousand, with a weighted-average remaining recognition period of 1.7 years as of June 30, 2025[66] 10. Commitments and Contingencies The Company has agreements with executive officers for payments and accelerated stock vesting upon a change in control and is subject to ordinary course legal proceedings, which management believes will not have a material adverse effect - Executive officers have agreements for payments and accelerated stock vesting upon a change in control[67] - Management believes any liability from ordinary course legal proceedings will not materially adversely affect the Company's financial position, operating results, or cash flows[68] 11. Leases SINTX leases office, warehouse, and manufacturing space under operating leases, with $2.6 million in right-of-use assets and $3.4 million in liabilities as of June 30, 2025, and TA&T lease facilities were transferred upon disposition - SINTX leases 30,764 square feet of space under an operating lease expiring in October 2031, with a five-year extension option[71] - Operating lease right-of-use assets were approximately $2.6 million and operating lease liability was approximately $3.4 million as of June 30, 2025[75] Operating Lease Future Minimum Payments (in thousands) | Operating Lease Future Minimum Payments (in thousands) | Amount | | :----------------------------------------------------- | :----- | | 2025 (Remainder) | $326 | | 2026 | $668 | | 2027 | $688 | | 2028 | $709 | | 2029 | $730 | | Thereafter | $1,395 | | Total future minimum lease payments | $4,516 | | Present value of lease liability | $3,420 | 12. Related Party Transactions During Q2 2025, the Company entered a Research Collaboration Agreement with a majority-owned shareholder company, paying $500,000 to fund it, with $163,000 remaining prepaid as of June 30, 2025 - SINTX paid $500,000 to fund a Research Collaboration Agreement with a company majority-owned by a shareholder, with $163,000 remaining prepaid as of June 30, 2025[77] 13. Subsequent Events On July 1, 2025, SINTX acquired Sinaptic Surgical, LLC assets and liabilities, issuing warrants for 325,000 common shares at $6.30 exercisable upon milestones, and Sinaptic Surgical purchased 216,450 common shares in a private placement - On July 1, 2025, SINTX acquired assets and assumed liabilities of Sinaptic Surgical, LLC, issuing warrants to purchase 325,000 common shares (exercise price $6.30, exercisable upon milestones)[78] - Sinaptic Surgical purchased 216,450 common shares at $3.465 per share in a private placement[79] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes SINTX Technologies' financial condition and results, highlighting the strategic shift to biomedical applications, revenue declines, and ongoing liquidity challenges Overview SINTX Technologies is an advanced ceramics company specializing in silicon nitride for medical and agribiotech applications, focusing on biomedical solutions and recently submitting a 510(k) for osteotomy wedges - SINTX is an advanced ceramics company focused on developing and commercializing silicon nitride materials for medical and agribiotech applications, with products implanted in humans since 2008[81] - The company submitted a 510(k) premarket notification for novel silicon nitride osteotomy wedges in July 2025, entering the foot and ankle reconstruction market[82] - SINTX silicon nitride is noted for its biocompatibility, bone affinity, antibacterial properties, and ability to inactivate pathogens like SARS-CoV-2[83][84] Components of our Results of Operations This section outlines SINTX's key financial components, including product and grant revenue, cost of revenue, gross profit, and operating expenses like R&D, G&A, sales & marketing, and grant & contract expenses - Product revenue is derived from manufacturing and selling products like coatings, materials, and components for aerospace and medical devices, and toll processing services[87] - Grant and contract revenue comes from awards by governmental agencies[88] - Research and development costs, expensed as incurred, include engineering, product development, clinical trials, and regulatory activities, expected to increase with new medical device development[91][92] RESULTS OF OPERATIONS SINTX experienced significant revenue declines for product and grant/contract revenue in Q2 and H1 2025 due to strategic repositioning towards proprietary biomedical devices, leading to decreased gross profit and increased net loss Operating Results Summary (in thousands) | Operating Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :------------------------------ | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Product revenue | $100 | $378 | $(278) (-74%) | $391 | $687 | $(296) (-43%) | | Grant and contract revenue | $51 | $481 | $(430) (-89%) | $129 | $859 | $(730) (-85%) | | Total revenue | $151 | $859 | $(708) (-82%) | $520 | $1,546 | $(1,026) (-66%) | | Gross profit | $57 | $635 | $(578) (-91%) | $180 | $1,099 | $(919) (-84%) | | Net loss | $(2,318) | $(2,204) | $(114) (5%) | $(4,610) | $(3,090) | $(1,520) (49%) | - The decrease in total revenue is primarily due to the Company's strategic repositioning away from non-core, low-margin OEM technical manufacturing contracts towards proprietary silicon nitride-based biomedical devices[97][98] Liquidity and capital resources SINTX faces significant liquidity challenges with ongoing net losses and accumulated deficit, leading to substantial doubt about its going concern ability, requiring substantial future capital and active pursuit of potentially dilutive financing - The Company incurred net losses of $4.6 million and $3.1 million for the six months ended June 30, 2025, and 2024, respectively, and had accumulated deficits of $286 million and $282 million[110] - Management concluded substantial doubt exists about the Company's ability to continue as a going concern for 12 months from the date of issuance[109][119] - SINTX is actively seeking additional equity and/or debt financing to fund operations, R&D, and commercialization, acknowledging potential dilution for current stockholders[111][112] Cash Flows For the six months ended June 30, 2025, net cash used in operating activities decreased, net cash from investing activities turned positive, and net cash from financing activities decreased year-over-year Cash Flow Summary (in thousands) | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net cash used in operating activities | $(3,710) | $(4,948) | $1,238 | | Net cash provided by (used in) investing activities | $289 | $(173) | $462 | | Net cash provided by financing activities | $4,143 | $6,338 | $(2,195) | | Net increase in cash | $722 | $1,217 | $(495) | - Net cash used in operating activities decreased by $1.2 million to $3.7 million for H1 2025, driven by a $1.5 million decrease in net loss and $2.9 million in non-cash adjustments[121] - Net cash provided by investing activities was $0.3 million for H1 2025, a $0.5 million increase from H1 2024, primarily due to a $0.5 million decrease in property and equipment purchases and a $0.3 million increase in proceeds from asset sales[122] - Net cash provided by financing activities decreased by $2.2 million to $4.1 million for H1 2025, mainly due to a $3.4 million decrease in proceeds from warrant derivative liabilities, partially offset by a $1.3 million increase in proceeds from common stock and prefunded warrant issuance[123] Indebtedness Information regarding the Company's indebtedness is detailed in Note 7 to the condensed consolidated financial statements - Details on indebtedness are provided in Note 7 of the financial statements[124] Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements as defined by SEC regulations - The Company has no off-balance sheet arrangements[125] Critical Accounting Policies and Estimates No material changes occurred to the Company's critical accounting policies and estimates for the six months ended June 30, 2025, as discussed in the prior Annual Report on Form 10-K - No material changes to critical accounting policies and estimates for H1 2025[127] Recent Accounting Pronouncements Information regarding recent accounting pronouncements is detailed in Note 1 to the condensed consolidated financial statements - Details on recent accounting pronouncements are provided in Note 1 of the financial statements[128] Item 3. Quantitative and Qualitative Disclosures About Market Risk This item is marked as "Not applicable," indicating no material quantitative or qualitative disclosures about market risk are provided - No quantitative or qualitative disclosures about market risk are applicable for this period[129] Item 4. Controls and Procedures The CEO and Principal Financial Officer certified the effectiveness of disclosure controls and procedures as of June 30, 2025, reporting no material changes in internal control over financial reporting during Q2 2025 Evaluation of Disclosure Controls and Procedures The Chief Executive Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during Q2 2025 - The Chief Executive Officer concluded that disclosure controls and procedures were effective as of June 30, 2025[132] - No material changes in internal control over financial reporting occurred during Q2 2025[133] Part II. Other Information Part II covers other information not in financial statements, including legal proceedings, risk factors, unregistered equity sales, defaults, mine safety, and exhibits Item 1. Legal Proceedings The Company is unaware of any pending or threatened legal proceedings that could materially adversely affect its business, operating results, or financial condition, though it may be involved in ordinary course legal proceedings - No pending or threatened legal proceedings are expected to have a material adverse effect on the Company[134] Item 1A. Risk Factors No material changes occurred from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to risk factors from the Annual Report on Form 10-K[135] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the Company's share repurchase program, which authorized repurchases of up to $500,000 of common stock, with 20,759 shares repurchased in April 2025 at $2.25, leaving $366,935.45 remaining Share Repurchase Program The Board authorized a share repurchase program for up to $500,000 of common stock in November 2024, with 20,759 shares repurchased in April 2025 at $2.25, leaving $366,935.45 remaining as of June 30, 2025 - The Board authorized a share repurchase program for up to $500,000 of common stock in November 2024[136] Share Repurchase Activity | Period | Total shares purchased | Average price paid per share | Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs | | :---------------- | :--------------------- | :--------------------------- | :--------------------------------------------------------------------------------------------------------- | | 04/01/25 – 04/30/25 | 20,759 | $2.25 | $366,935.45 | | Total | 20,759 | $2.25 | $366,935.45 | Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[137] Item 4. Mine Safety Disclosures This item is marked as "Not applicable" in the report - Mine safety disclosures are not applicable[138] Item 5. Other Information The Company reported no other information - No other information was reported[139] Item 6. Exhibits This section lists exhibits filed with Form 10-Q, including forms of warrants, asset purchase agreements, and Sarbanes-Oxley Act certifications - Exhibits include Form of Warrant, Form of Asset Purchase Agreement, and certifications (31.1, 31.2, 32) required by the Sarbanes-Oxley Act[140] Signatures The report is duly signed on behalf of SINTX Technologies, Inc. by Eric Olson, Chief Executive Officer and Principal Financial Officer, on August 14, 2025 - The report was signed by Eric Olson, CEO and Principal Financial Officer, on August 14, 2025[143]