Sintx Technologies, Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 11, 2026
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Item 5. Other Information
Trading Arrangements
During the three months ended June 30, 2026, none of the Company’s directors or officers adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Change in Control Agreement with Chief Financial Officer
On August 7, 2026, SINTX Technologies, Inc. (the “Company”) entered into a Change in Control Agreement (the “Agreement”) with Kevin Trask, the Company’s Chief Financial Officer.
Under the Agreement, if Mr. Trask’s employment is terminated by the Company without “Cause” or by Mr. Trask for “Good Reason” within six months before or one year following a “Change in Control” of the Company, Mr. Trask will be entitled to receive, subject to his timely execution and non-revocation of a general release of claims and his continued compliance with his continuing obligations to the Company:
| ● | a lump-sum cash payment equal to two times the sum of (i) his annual base salary in effect at the time of termination, or the rate that should have been in effect but for any reduction giving rise to Good Reason, and (ii) the greater of his annual target cash bonus opportunity for the year of termination or the highest actual annual cash bonus paid to him during the three preceding completed fiscal years; |
| ● | a prorated annual cash bonus for the year of termination, calculated based on his annual target cash bonus opportunity and the number of days he was employed during that year; |
| ● | monthly payments for up to 36 months equal to the applicable premium for continuation coverage under the Company’s group medical plans, less the amount Mr. Trask would have paid for such coverage as an active employee, with such payments terminating earlier if he becomes employed by a third party and eligible to participate in the third party’s group health plan; and |
| ● | to the extent permitted by applicable law and the applicable insurance policy, access to continued coverage under the Company’s health plan, at Mr. Trask’s full cost, for up to 36 months following his termination. |
The Agreement also provides that, except as otherwise provided under the applicable equity incentive plan or award agreement, all outstanding time-based equity awards held by Mr. Trask will become fully vested if his employment is terminated by the Company without Cause or by him for Good Reason within one year following a Change in Control. If such a termination occurs within six months before a Change in Control, his outstanding time-based equity awards that remain outstanding immediately before the Change in Control will become fully vested immediately before the Change in Control. To give effect to this provision, applicable unvested time-based equity awards that would otherwise be forfeited upon a qualifying pre-Change in Control termination will remain outstanding through the earlier of the Change in Control or the expiration of the six-month period.
For purposes of the Agreement, a Change in Control generally includes certain acquisitions of 50% or more of the Company’s outstanding voting power, certain mergers or consolidations, stockholder approval of a sale or other disposition of all or substantially all of the Company’s assets, and certain changes in the composition of the Company’s board of directors.
The Agreement provides for a reduction of payments and benefits to the extent necessary to avoid the excise tax imposed by Section 4999 of the Internal Revenue Code, but only if the reduction would result in Mr. Trask retaining a greater after-tax amount. The Agreement does not provide for an excise-tax gross-up.
The severance payments and benefits provided under the Agreement are generally in lieu of, and not in addition to, severance or termination payments or benefits to which Mr. Trask may otherwise be entitled under another Company arrangement, unless the other arrangement expressly provides otherwise. Mr. Trask is not required to mitigate the Company’s obligations by seeking other employment, and amounts payable under the Agreement generally are not subject to offset.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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