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 June 30, 2025

☐	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:

2,758,865 shares of common stock, $0.01 par value, were outstanding at August 8, 2025.

SINTX Technologies, Inc.

Table of Contents

Part I. Financial Information
Item 1. Financial Statements
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	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
Part II. Other Information
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	26
Signatures	27

SINTX Technologies, Inc.

Condensed Consolidated Balance Sheets - Unaudited

(in thousands, except share and per share data)

	June 30, 2025			December 31, 2024

Assets
Current assets:
Cash and cash equivalents	$	4,320		$	3,598
Account and other receivables, net of allowance of $2.5 and $61.0 respectively		97			196
Prepaid expenses and other current assets		731			465
Inventories		355			502
Other current assets		45			10
Total current assets		5,548			4,771

Inventories, net		450			465
Property and equipment, net		499			922
Intangible assets, net		14			16
Operating lease right of use asset		2,613			3,159
Other long-term assets		71			80
Total assets	$	9,195		$	9,413

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	183		$	299
Accrued liabilities		585			986
Debt		109			32
Derivative liabilities		160			208
Current portion of operating lease liability		371			456
Other current liabilities		750			1
Total current liabilities		2,158			1,982

Operating lease liability, net of current portion		3,049			3,537
Total liabilities		5,207			5,519

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; 19 shares issued and outstanding as of June 30, 2025 and December 31, 2024.		-			-
Convertible preferred stock Series C, $0.01 par value, 130,000,000 total shares authorized inclusive of all series of preferred; 50 shares issued and outstanding as of June 30, 2025 and December 31, 2024.		-			-
Convertible preferred stock Series D, $0.01 par value, 130,000,000 total shares authorized inclusive of all series of preferred; 180 shares issued and outstanding as of June 30, 2025 and December 31, 2024.		-			-
Convertible preferred stock, value		-			-


Common stock, $0.01 par value, 250,000,000 shares authorized; 2,540,747 and 1,342,853 shares issued and 2,486,646 and 1,342,853 outstanding as of June 30, 2025 and December 31, 2024, respectively.		26			13
Treasury Stock, 50,424 shares as of June 30, 2025		(133	)		-
Additional paid-in capital		290,443			285,619
Accumulated deficit		(286,348	)		(281,738	)
Total stockholders’ equity		3,988			3,894
Total liabilities and stockholders’ equity	$	9,195		$	9,413

The condensed consolidated balance sheet as of December 31, 2024, 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 and per share data)

	2025			2024			2025			2024
	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Product revenue	$	100		$	378		$	391		$	687
Grant and contract revenue		51			481			129			859
Total revenue		151			859			520			1,546
Costs of revenue		94			224			340			447
Gross profit		57			635			180			1,099
Operating expenses:
Research and development		1,238			1,677			2,354			3,696
General and administrative		1,310			1,072			2,470			2,195
Sales and marketing		126			256			305			502
Grant and contract expenses		48			340			99			613
Total operating expenses		2,722			3,345			5,228			7,006
Loss from operations		(2,665	)		(2,710	)		(5,048	)		(5,907	)
Other income (expenses):
Interest expense		(14	)		(4	)		(27	)		(6	)
Interest income		46			23			87			42
Change in fair value of derivative liabilities		(39	)		448			48			3,286
Offering costs of derivative liabilities		-			-			-			(550	)
Gain (loss) in disposal of assets		352			12			327			12
Other income, net		2			27			3			33
Total other income, net		347			506			438			2,817
Net loss before income taxes		(2,318	)		(2,204	)		(4,610	)		(3,090	)
Provision for income taxes		-			-			-			-
Net loss		(2,318	)		(2,204	)		(4,610	)		(3,090	)

Net loss per share – basic and diluted
Basic – net loss	$	(0.91	)	$	(3.49	)	$	(2.14	)	$	(8.61	)
Diluted – net loss	$	(0.91	)	$	(3.61	)	$	(2.14	)	$	(13.62	)
Weighted average common shares outstanding:
Basic		2,535,120			631,212			2,156,032			358,763
Diluted		2,535,120			697,868			2,156,223			467,756

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)

	Shares			Amount		Shares		Amount		Stock		Capital			Deficit			Equity
	Preferred Stock					Common Stock				Treasury		Paid-In			Accumulated			Total
	Shares			Amount		Shares		Amount		Stock		Capital			Deficit			Equity
Balance as of December 31, 2023		256		$	-		26,603	$	-	$	-	$	279,486		$	(270,714	)	$	8,772
Stock based compensation		-			-		-		-		-		50			-			50
Common stock issued for cash, net of fees		-			-		165,797		2		-		1,582			-			1,584
Prefunded warrants issued for cash, net of cash fees		-			-		-		-		-		406			-			406
Issuance of common stock from the exercise of prefunded warrants for cash		-			-		63,000		1		-		(1	)		-			-
Net loss		-			-		-		-		-		-			(886	)		(886	)
Balance as of March 31, 2024		256			-		255,400		3		-		281,523			(271,600	)		9,926
Stock based compensation		-			-		14		-		-		15			-			15
Common stock issued for cash, net of fees		-			-		358,000		4		-		1,104			-			1,108
Extinguishment of derivative liabilities upon exercise of warrants		-			-		79		-		-		1			-			1
Issuance of common stock from the conversion of preferred stock		(11	)		-		2,881		-		-		-			-			-
Round up of shares issued in reverse stock split		-			-		131,967		-		-		-			-			-
Net loss		-			-		-		-		-		-			(2,204	)		(2,204	)
Balance as of June 30, 2024		245		$	-		748,341	$	7	$	-	$	282,643		$	(273,804	)	$	8,846

	Preferred Stock				Common Stock				Treasury			Paid-In			Accumulated			Total
	Shares		Amount		Shares		Amount		Stock			Capital			Deficit			Equity
Balance as of December 31, 2024		249	$	-		1,342,853	$	13	$	-		$	285,619		$	(281,738	)	$	3,894
Stock based compensation		-		-		2,264		-		-			177			-			177
Common stock and prefunded warrants issued for cash, net of fees		-		-		1,171,189		12		-			4,387			-			4,399
Issuance of common stock from the cashless exercise of warrants		-		-		5		-		-			-			-			-
Purchase of common stock into Treasury		-		-		-		-		(86	)		-			-			(86	)
Net loss		-		-		-		-		-			-			(2,292	)		(2,292	)
Balance as of March 31, 2025		249		-		2,516,311		25		(86	)		290,183			(284,030	)		6,092
Balance		249		-		2,516,311		25		(86	)		290,183			(284,030	)		6,092
Stock based compensation		-		-		53,932		1		-			279						280
Common stock and prefunded warrants issued for cash, net of fees		-		-		-		-		-			(19	)		-			(19	)
Issuance of common stock from the cashless exercise of warrants		-		-		20,928		-		-			-			-			-
Purchase of common stock into Treasury		-		-		-		-		(47	)		-			-			(47	)
Net loss		-		-		-		-		-			-			(2,318	)		(2,318	)
Balance as of June 30, 2025		249	$	-		2,591,171	$	26	$	(133	)	$	290,443		$	(286,348	)	$	3,988
Balance		249	$	-		2,591,171	$	26	$	(133	)	$	290,443		$	(286,348	)	$	3,988

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)

	2025			2024
	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(4,610	)	$	(3,090	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		171			517
Impairment of Armor		64			-
Amortization of right of use asset		169			308
Loss on disposal of subsidiary		25			-
Amortization of intangible assets		3			2
Stock based compensation - Employee		193			65
Stock based compensation - Non-employee		264			-
Change in fair value of derivative liabilities		(48	)		(3,286	)
Bad debt expense recoveries		(3	)		(4	)
Gain on disposal of equipment		(352	)		(12	)
Changes in operating assets and liabilities:
Trade accounts receivable		12			255
Prepaid expenses and other current assets		(130	)		530
Inventories		153			202
Accounts payable and accrued liabilities		(217	)		(152	)
Other liabilities		784			(2	)
Payments on operating lease liability		(188	)		(281	)
Net cash used in operating activities		(3,710	)		(4,948	)
Cash flows from investing activities
Purchase of property and equipment		(59	)		(533	)
Proceeds from notes receivable, net of imputed interest		-			320
Proceeds from sale of property and equipment		352			40
Disposal of property and equipment, net of cash received		(4	)		-
Net cash provided by (used in) investing activities		289			(173	)
Cash flows from financing activities
Proceeds from issuance of warrant derivative liabilities		-			3,366
Proceeds from issuance of common stock and prefunded warrants, net of cash fees		4,379			3,111
Purchase of common stock into treasury		(133	)		-
Proceeds from issuance of common stock in connection with exercise of warrants		-			2
Payments on debt		(103	)		(141	)
Net cash provided by financing activities		4,143			6,338
Net increase in cash and cash equivalents		722			1,217
Cash and cash equivalents at beginning of period		3,598			3,340
Cash and cash equivalents at end of period	$	4,320		$	4,557

Noncash investing and financing activities
Debt issued for prepaid insurance	$	180		$	335
Agent warrant offering cost allocated to equity		-			13
Right of use asset for amended lease liability – increase		-			4
Reduction of derivative liability upon exercise of warrants		-			1
Supplemental cash flow information
Cash paid for interest	$	27		$	6

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

The condensed consolidated financial statements include the accounts of SINTX Technologies, Inc. (“SINTX”, or the “Company”) and its wholly-owned subsidiaries, SINTX Armor, Inc. (“SINTX Armor”), SINTX Agribiotech, Inc., and Technology Assessment and Transfer, Inc. (TA&T) through February 19, 2025 (see Note 2), which are collectively referred to as “we” or the “Company.” SINTX Technologies is an advanced ceramics company formed in December 1996, that develops and commercializes materials, components, and technologies for medical and agribiotech applications. SINTX provides biomedical solutions for medical devices specializing in silicon nitride (Si₃N₄) for musculoskeletal and antipathogenic applications. SINTX is a global leader in the research, development, and manufacturing of silicon nitride, and its products have been implanted in humans since 2008.

SINTX Core Business

Biomedical Applications: Since its inception, SINTX has been focused on medical grade silicon nitride. SINTX biomedical products have been shown to be biocompatible, bioactive, antipathogenic, and to have superb bone affinity. Spinal implants made from SINTX silicon nitride have been successfully implanted in humans since 2008 in the U.S., Europe, South America and Asia. This established use, along with its inherent resistance to bacterial adhesion and bone affinity suggests that it may also be suitable in other fusion device applications such as arthroplasty implants, foot wedges, and dental implants. More recently, in July 2025, SINTX submitted a 510(k) premarket notification to the U.S. Food and Drug Administration (FDA) for its novel silicon nitride osteotomy wedges, marking its official entry into the foot and ankle reconstruction market. These next-generation implants blend cutting-edge biomaterials science with surgical precision and are designed to elevate standards in orthopedic procedures. 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. Bacterial infection of any biomaterial implants is always a concern. SINTX silicon nitride has been shown to be resistant to bacterial colonization and biofilm formation, making it antibacterial. 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, 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.

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, drapes, filters, sutures, and wound care devices, it is possible to manufacture surfaces that inactivate 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. We presently manufacture advanced ceramic powders and components in our manufacturing facilities based in Salt Lake City, Utah.

The SINTX Salt Lake City facility is registered with the FDA, is cGMP and ANVISA RDC 665 compliant, as well as being ISO 9001:2015, ISO 13485:2016 certified, and ASD9100D certified. The Company’s products are primarily sold in the United States.

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.

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, 2024, filed with the SEC on March 19, 2025. The results of operations for the six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025. 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, 2024.

Segment Information

The Company operates as one operating segment. Operating segments are defined as components of an entity for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates financial information and resources and assesses the performance of these resources on a consolidated basis. There is no expense or asset information that is supplemental to information disclosed within the consolidated financial statements, that is regularly provided to the CODM. The allocation of resources and assessment of performance of the operating segment is based on consolidated net loss and functional expenses as reported on our condensed consolidated statements of operations and comprehensive loss. Because the Company operates as one operating segment, financial segment information, including expense and asset information, can be found in the condensed consolidated financial statements.

Reverse Stock Split

On May 28, 2024, the Company effected a 1 for 200 reverse stock split of the Company’s common stock. The par value and the authorized shares of the common and preferred stock were not adjusted as a result of the reverse stock split. All common stock shares, equivalents, and per-share amounts for all periods presented in these condensed consolidated financial statements have been adjusted retroactively to reflect the reverse stock split.

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 June 30, 2025, 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 six months ended June 30, 2025, and 2024, the Company incurred a net loss of $4.6 million and $3.1 million, respectively, and used cash in operating activities of $3.7 million and $4.9 million, respectively. The Company had an accumulated deficit of $286 million and $282 million as of June 30, 2025, and December 31, 2024, respectively. We will require substantial future capital in order to continue operating our business, conduct research and development and regulatory clearance and approval activities necessary to bring our products to market, and to establish effective marketing and sales capabilities. Our existing capital resources are not sufficient to enable us to fund the completion of the development and commercialization of all our product candidates.

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, decrease expenses and raise additional funding. Whether and when the Company can attain profitability and positive cash flows from operations or obtain additional financing is uncertain.

We are actively seeking opportunities to raise additional equity and/or debt financing. However, such funding is not guaranteed and may not be available to the Company on favorable or acceptable terms and may involve significant restrictive covenants. Any additional equity financing, 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.

The Board of Directors, together with management, is performing an ongoing evaluation of the Company’s business strategy and focus.

The Company’s strategic emphasis is focused on utilizing its technology in making advancements in the biomedical sector. Historically engaged in both industrial and biomedical applications, SINTX has prioritized the development and commercialization of innovative medical devices, leveraging its expertise in advanced ceramics and biomaterials. This renewed focus aligns with a commitment to improving patient outcomes through the creation of products designed for surgical, orthopedic, and other specialized medical applications. We are concentrating our resources on high-growth areas within the healthcare sector where our proprietary materials and technologies—such as silicon nitride—provide a distinct competitive advantage due to their unique strength, durability, and biocompatibility.

Through this transformation, SINTX’s aim is to deliver meaningful innovations to the medical community. Our current research and development pipeline is centered on medical-grade devices that incorporate antimicrobial properties, enhanced imaging capabilities, and durability under physiological conditions, which are critical for orthopedic implants, spinal fusion devices, and other surgical tools. As we transition our focus away from industrial applications, we anticipate this strategic shift will enable us to better serve the medical sector, address critical unmet needs, and position SINTX as a leading provider in the medical device market. By focusing on partnerships and collaborations with healthcare institutions and industry leaders, SINTX is positioned to expand its footprint in the medical device sector and drive shareholder value through sustainable, high-impact innovations.

On August 8, 2024, the Board of Directors approved a plan to implement a Company-wide reduction in the workforce. This decision was part of the Company’s ongoing strategic review of its operations aimed at improving operational efficiency and reducing costs.

On August 12, 2024, the Board of Directors approved a plan to cease efforts to make the armor plant operational. This decision was made to streamline operations and focus on core business areas that align with the Company’s long-term strategic goals. The armor plant has not been fully operational since the acquisition of the armor equipment in July 2021 and has been completely shut down since October 2023 due to the malfunctioning of the sintering furnace. In connection with this decision, the Company incurred an impairment charge of approximately $4.6 million during the year ended December 31, 2024. This charge primarily relates to the write-down of certain long-lived assets associated with the armor plant to their estimated fair value.

As explained in Note 2, on February 19, 2025, the Company entered into an Entity Acquisition Agreement (the “Agreement”) with Tethon Corporation (“Tethon”), pursuant to which the Company sold to Tethon all of the issued and outstanding shares of TA&T in exchange for the assumption by Tethon of the outstanding liabilities of TA&T.

As a result of these uncertainties, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for 12 months from the date these condensed consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Recent Accounting Pronouncements

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” on the topic of income taxes. The standard requires additional disclosure for income taxes. These requirements include: (i) requiring a public entity to disclose specific categories in the rate reconciliation; (ii) disclosure of additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate); (iii) annual disclosure of the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes; (iv) annual disclosure of the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received); (v) annual disclosure of income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign; and (vi) annual disclosure of income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. For public entities, the guidance is effective for annual periods beginning after December 15, 2024. The Company will adopt this guidance in fiscal 2025 and is in the process of evaluating the new requirements. As a result, the Company has not yet determined the impact this new ASU will have on its disclosures.

ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses,” which requires public business entities, such as the Company, to provide disaggregated disclosure of specific natural expense categories underlying certain income statement expense line items in the notes to the financial statements. The standard identifies five required natural expense categories for disaggregation—employee compensation, depreciation, amortization, inventory expense, and other manufacturing expenses—along with a residual “other” category for remaining amounts within relevant expense captions (e.g., cost of sales, selling, general and administrative expenses). ASU 2024-03 does not alter the expense captions presented on the face of the income statement but enhances footnote disclosures to improve transparency. The standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted, and must be applied prospectively, though retrospective application is optional. An update in ASU 2025-01 clarified that interim period disclosures are not required until annual periods beginning after December 15, 2027. The Company is in the process of evaluating the impact of ASU 2024-03 on its consolidated financial statements. We expect adoption to necessitate modifications to our financial reporting processes and systems to capture and disclose the required disaggregated expense information in the footnotes. Management anticipates that this will enhance the granularity of expense disclosures but does not expect a material effect on our reported financial position or results of operations. We are reviewing our current expense classification practices and data collection capabilities to ensure compliance with the new requirements upon adoption.

The Company has determined that recently issued accounting standards, other than the above discussed, will not have a material impact on its consolidated financial position, results of operations or cash flows.

2. Disposition of TA&T

On February 19, 2025, the Company entered into an Entity Acquisition Agreement (the “Agreement”) with Tethon Corporation (“Tethon”), pursuant to which the Company sold to Tethon all of the issued and outstanding shares of TA&T in exchange for the assumption by Tethon of the outstanding liabilities of TA&T. The disposal did not represent a strategic shift that will have a major effect on the Company’s operations and financials and, therefore, did not qualify for discontinued operations treatment under ASC 205-20.

The following table summarizes the carrying amounts of the major classes of assets and liabilities of TA&T at the date of sale that were transferred to the Tethon (in thousands):

	February 19, 2025
Cash and cash equivalents	$	4
Inventories		8
Accounts receivable		91
Right of use asset		376
Property and equipment, net		248
Other assets		16
Total assets sold		743
Accounts payable		(26	)
Accrued expenses		(275	)
Operating lease liability		(384	)
Other liabilities		(34	)
Total liabilities assumed		(719	)
Net assets sold	$	24

No consideration was paid other than the assumption by Tethon of the above liabilities. No significant transaction costs were incurred. No earnout or other contingent consideration arrangements were included in the Agreement.

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

Basic net income (loss) per share is calculated by dividing the net 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 and warrants for the purchase of common stock. The Company had potentially dilutive securities of approximately 2.1 million and 0.1 million as of June 30, 2025, and 2024, respectively, that were not included in the fully diluted loss per share calculation because they would have been antidilutive.

Below are basic and diluted loss per share data for the three months ended June 30, 2025, which are in thousands except for share and per share data:

	Basic Calculation			Effect of Dilutive Warrant Securities		Diluted Calculation
Numerator:
Net loss	$	(2,318	)	$	-	$	(2,318	)

Denominator:
Number of shares used in per common share calculations:		2,535,120			-		2,535,120

Net loss per common share:
Net loss	$	(0.91	)	$	-	$	(0.91	)

Below are basic and diluted loss per share data for the six months ended June 30, 2025, which are in thousands except for share and per share data:

	Basic Calculation			Effect of Dilutive Warrant Securities			Diluted Calculation
Numerator:
Net loss	$	(4,610	)	$	(2	)	$	(4,612	)

Denominator:
Number of shares used in per common share calculations:		2,156,032			191			2,156,223

Net loss per common share:
Net loss	$	(2.14	)	$	(10.47	)	$	(2.14	)

Below are basic and diluted loss per share data for the three months ended June 30, 2024, which are in thousands except for share and per share data:

	Basic Calculation			Effect of Dilutive Warrant Securities			Diluted Calculation
Numerator:
Net loss	$	(2,204	)	$	(312	)	$	(2,516	)

Denominator:
Number of shares used in per common share calculations:		631,212			66,656			697,868

Net loss per common share:
Net loss	$	(3.49	)	$	(4.69	)	$	(3.61	)

Below are basic and diluted loss per share data for the six months ended June 30, 2024, which are in thousands except for share and per share data:

	Basic Calculation			Effect of Dilutive Warrant Securities			Diluted Calculation
Numerator:
Net loss	$	(3,090	)	$	(3,283	)	$	(6,373	)

Denominator:
Number of shares used in per common share calculations:		358,763			108,993			467,756

Net loss per common share:
Net loss	$	(8.61	)	$	(30.12	)	$	(13.62	)

4. Inventories

Inventories consisted of the following (in thousands):

Schedule of Components of Inventory

	June 30, 2025		December 31, 2024
Raw materials	$	516	$	629
WIP		162		182
Finished goods		127		156
Inventory net	$	805	$	967

As of June 30, 2025, inventories of approximately $0.4 million and $0.4 million were classified as current and long-term, respectively. Inventories classified as current represent the carrying value of inventories as of June 30, 2025, that management estimates will be sold or used by June 30, 2026.

5. 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 certain 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 or liabilities (except the derivative liabilities explained above) were measured on a recurring basis as of June 30, 2025, and December 31, 2024. 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 June 30, 2025, and December 31, 2024 (in thousands):

	Fair Value Measurements as of June 30, 2025
Description	Level 1		Level 2		Level 3		Total
Derivative liabilities:
Common stock warrants	$	-	$	-	$	160	$	160

	Fair Value Measurements as of December 31, 2024
Description	Level 1		Level 2		Level 3		Total
Derivative liabilities:
Common stock warrants	$	-	$	-	$	208	$	208

The Company did not have any transfers of assets and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy during the six months ended June 30, 2025, and 2024. 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 six months ended June 30, 2025, and 2024 (in thousands):

	Common Stock Warrants
Balance as of December 31, 2023	$	(304	)
Issuance of derivatives		(3,366	)
Exercise of warrants		2
Change in fair value		3,286
Other		(15	)
Balance as of June 30, 2024	$	(397	)

Balance as of December 31, 2024	$	(208	)
Change in fair value		48
Balance as of June 30, 2025	$	(160	)

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 June 30, 2025, and December 31, 2024, the derivative liability was calculated using the Monte Carlo Simulation valuation.

The assumptions used in estimating the common stock warrant liability using the Monte Carlo simulation valuation model as of June 30, 2025, and December 31, 2024 were as follows:

	June 30, 2025		December 31, 2024
Weighted-average risk-free interest rate	3.66-3.92	%	4.12-4.35	%
Weighted-average expected life (in years)	0.09-3.59		0.10-4.09
Expected dividend yield	-	%	-	%
Weighted-average expected volatility	140.00-165.00	%	140.00-210.00	%

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.

6. Accrued and Other Current Liabilities

Accrued liabilities consisted of the following (in thousands):

	June 30, 2025		December 31, 2024
Payroll and related expense	$	215	$	400
Accrued payables		10		178
Other		360		408
Accrued other liabilities	$	585	$	986

Other current liabilities consisted of a deposit for stock issuance of $750,000 related to the acquisition of Sinaptic Surgical (see Note 13).

7. Debt

Insurance Premium Finance Arrangements

In June 2024, in connection with securing commercial liability insurance, the Company entered into a Premium Finance Arrangement to extend the premium payment out for a period of 10 months. The Company paid a total of $26,000 up front toward the insurance premium and financed approximately $117,000. The Company made 10 equal payments under the terms of the Premium Finance Agreement. The Premium Finance Agreement bears interest at an annual percentage rate of 8.75%. The loan was paid in full during the first quarter of 2025 and there was no outstanding balance as of June 30, 2025.

In March 2025, in connection with securing Director and Officer professional liability insurance, the Company entered into a Premium Finance Arrangement to extend the premium payment out for a period of 10 months. The Company paid a total of $26,000 up front toward the insurance premium and financed approximately $145,000. The Company will make 10 equal payments under the terms of the Premium Finance Agreement. The Premium Finance Agreement bears interest at an annual percentage rate of 7.45%. The outstanding balance totaled $88,000 as of June 30, 2025.

In May 2025, in connection with securing general liability insurance, the Company entered into a Premium Finance Arrangement to extend the premium payment out for a period of 5 months. The Company paid a total of $14,000 up front toward the insurance premium and financed approximately $21,000. The Company will make 3 equal payments under the terms of the Premium Finance Agreement. The Premium Finance Agreement bears interest at an annual percentage rate of 11.15%. The outstanding balance totaled $21,000 as of June 30, 2025.

8. Equity

2025 Capital Raise and registration of shares

On February 20, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) under which it sold securities to certain institutional and accredited investors for aggregate gross proceeds of $5.0 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the private placement. The Company intends to use the net proceeds from the Private Placement for general corporate purposes and working capital. H.C. Wainwright & Co. (“Wainwright”), acted as the exclusive placement agent for the Private Placement, which closed on February 25, 2025. As part of the Private Placement, the Company issued (i) 1,171,189 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), (ii) pre-funded warrants to purchase 278,098 shares of Common Stock (the “Pre-Funded Warrants”) with an exercise price of $0.0001 per share, and (iii) warrants to purchase 1,449,287 shares of Common Stock (the “Common Warrants,” together with the Pre-Funded Warrants, the “Warrants”) (the Warrants, together with the Shares and Warrant Shares (as defined below), the “Securities”) with an exercise price of $3.32 per share. The purchase price per share of Common Stock and the associated Common Warrant was $3.45 and the purchase price per Pre-Funded Warrant and associated Common Warrant was $3.4499. The Common Warrants are exercisable immediately and expire five-and one-half years from issuance. The Pre-Funded Warrants are exercisable immediately and terminate when exercised in full. The Company filed a Registration Statement on Form S-3 registering the resale of the above mentioned Securities, which was declared effective by the SEC on March 27, 2025.

2024 April Registered Offering

On April 5, 2024, the Company closed a public offering of 358,000 shares of the Company’s common stock, (the “Offering”). Each Share was sold at a public offering price of $4.20. The aggregate proceeds to the Company from the Offering were approximately $1.5 million before deducting placement agent fees and other estimated offering expenses payable by the Company.

2024 March Registered Offering

On March 26, 2024, the Company closed a public offering of 142,000 shares of the Company’s common stock, (the “Offering”). Each Share was sold at a public offering price of $9.40. The aggregate proceeds to the Company from the Offering were approximately $1.3 million before deducting placement agent fees and other estimated offering expenses payable by the Company.

2024 February Registered Offering

On February 2, 2024, the Company closed on the public offering of 80,000 units consisting of (a)(i) 17,000 units (the “Common Units”) to purchase shares (the “Unit Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) and (ii) 63,000 units (the “Pre-Funded Warrant Units” and together with the Common Units, the “Units”) to purchase pre-funded warrants (the “Pre-Funded Warrants and each share of Common Stock underlying a Pre-Funded Warrant, a “Pre-Funded Warrant Share”) to purchase up to 63,000 shares of Common Stock, (b) accompanying Class E warrants to purchase 80,000 shares of the Company’s Common Stock (the “Class E Warrants”), and (c) accompanying Class F warrants to purchase 80,000 shares of the Company’s Common Stock (the “Class F Warrants”). The aggregate proceeds to the Company from the Offering were approximately $4 million before deducting placement agent fees and other offering expenses payable by the Company. The offering was made pursuant to a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), and a placement agency agreement dated as of January 31, 2024 (the “PAA”) with Maxim Group LLC (the “Placement Agent”). Each Common Unit was sold at a public offering price of $50.00 and each Pre-Funded Warrant Unit was sold at a public offering price of $49.98. The Class E Warrants and the Class F Warrants are immediately exercisable (subject to the beneficial ownership cap at 4.99% or 9.99%) for one share of the Company’s Common Stock at an exercise price of $50.00 per share. The Class E Warrants will expire five years from the date of issuance and the Class F Warrants will expire 18 months from the date of issuance. Each Pre-Funded Warrant is exercisable for one share of the Company’s Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable (subject to the beneficial ownership cap at 4.99% or 9.99%) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Company engaged Maxim Group LLC as the Company’s sole placement agent for the Offering pursuant to the PAA. Pursuant to the PAA, the Company agreed to pay the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds of the Offering, plus reimbursement of certain expenses and legal fees up to $100,000. The Company also agreed to issue up to 3,200 Common Stock purchase warrants to the Placement Agent (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable at an exercise price of $55.00. The Placement Agent Warrants will be exercisable beginning July 31, 2024 and will expire five years after the commencement of sales in the offering.

2021 Equity Distribution Agreement

On February 25, 2021, the Company entered into an Equity Distribution Agreement ( the “ATM Agreement”) with Maxim Group LLC (the “Agent”) as sales agent, as amended on January 10, 2023 and October 12, 2023, pursuant to which the Company, could offer and sell shares of the Company’s common stock, par value $0.01 per share (the “Shares”), initially up to an aggregate offering price of $15,000,000, from time to time in an at-the-market public offering. On March 22, 2024, the Company suspended sales under the ATM Agreement and terminated the continuous offering. On July 11, 2024, the Company filed a Prospectus Supplement with the SEC adjusting the amount available for sale under the ATM Agreement to $3.1 million and shortly thereafter began offering and selling Shares under the ATM Agreement to the public. During the year ended December 31, 2024, 602,357 shares were sold under the ATM Agreement for gross proceeds of approximately $3.7 million. Because the Company is subject to General Instruction I.B.6 of Form S-3, it is restricted from selling securities in a public primary offering with a value exceeding one-third of its public float (the market value of our common stock held by our non-affiliates) in any 12-month period so long as its public float remains below $75.0 million. As of June 30, 2025 and December 31, 2024, there was no capacity to offer and sell Shares under the ATM Agreement.

9. Stock-Based Compensation

A summary of the Company’s outstanding stock option activity for the six months ended June 30, 2025, and 2024 is as follows:

Schedule of Stock Option Activity

				June 30, 2025
				Weighted- Average		Weighted- Average Remaining Contractual
	Options			Exercise Price		Life (Years)		Intrinsic Value
As of December 31, 2024		35		$	18,872		5.5	$	-
Granted		90,000			3.00		9.7		-
Exercised		-			-		-		-
Forfeited		-			-		-		-
Expired		(3	)

SEC Form 10-Q filed by SiNtx Technologies Inc.