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., Sinaptic Surgical, LLC, and Technology Assessment and Transfer, Inc. (TA&T) through its disposition on 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, industrial, and agribiotech applications. SINTX develops silicon nitride (Si₃N₄)-based biomedical solutions for musculoskeletal and antipathogenic medical device applications. The Company also manufactures advanced silicon nitride components for leading industrial customers operating in high-performance and mission-critical 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 focused on medical-grade silicon nitride. SINTX biomedical products have been shown to be biocompatible, bioactive, antipathogenic, and to exhibit strong 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. In October 2025, SINTX received U.S. Food and Drug Administration (FDA) 510(k) clearance for the SiNAPTIC® Foot & Ankle Osteotomy Wedge System, enabling SINTX’s commercial entry into reconstructive foot and ankle surgery in the U.S. In March 2026, a SiNAPTIC wedge manufactured from Si₃N₄ was utilized in a reconstructive foot and ankle procedure in the U.S., and the Company recognized initial commercial revenue from the system during 2026. These developments represent continued progress in the commercialization of the Company’s proprietary silicon nitride-based medical devices. The Company continues to evaluate additional orthopedic and fusion-related applications for its silicon nitride technology, including arthroplasty and dental implants.

Antipathogenic Applications: SINTX believes that incorporating its unique composition of silicon nitride antipathogenic powder into products such as face masks, drapes, filters, sutures, and wound care devices may provide surfaces with properties that inactivate pathogens, thereby limiting the spread of infection and disease.

Industrial Applications: SINTX manufactures advanced silicon nitride ceramic components for industrial customers operating in demanding technical and high-performance environments. The Company’s silicon nitride materials are utilized in applications requiring exceptional mechanical strength, thermal stability, wear resistance, and corrosion resistance. Industrial applications have become an increasingly significant component of the Company’s commercial activities, with SINTX collaborating with industrial partners to develop precision-engineered ceramic solutions across multiple end markets. The Company believes its expertise in silicon nitride processing, advanced manufacturing, and materials science positions SINTX to support continued growth in industrial applications.

The Company manufactures advanced ceramic powders and components in its manufacturing facilities based in Salt Lake City, Utah. The 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 AS9100D 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”) for interim financial reporting and include all accounts of the Company and its consolidated subsidiaries.

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”), provided that the disclosures presented are not misleading. In the opinion of management, these condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 20, 2026. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026. The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2025.

Segment Information

The Company operates asone 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”) in assessing performance and allocating resources. The Company’s CODM is its Chief Executive Officer, who evaluates the Company’s financial performance and allocates resources on a consolidated basis. The CODM uses consolidated net loss and functional expenses, as presented in the condensed consolidated statements of operations, to assess operating performance and make resource allocation decisions. The significant segment expense categories reviewed by the CODM are consistent with those presented in the condensed consolidated statements of operations. The CODM does not regularly receive additional segment expense or asset information beyond that reflected in the condensed consolidated financial statements. Because the Company has a single reportable segment and the CODM evaluates performance on a consolidated basis, the required segment disclosures are reflected in the accompanying condensed consolidated financial statements.

Reclassification

Certain other prior period balances have been reclassified to conform to the current period presentation.

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, 2026, significant estimates included the valuation of derivative liabilities associated with common stock warrants.

Customer Concentration

The Company had one customer that accounted for approximately 82% and 61% of total revenue for the three and nine months ended September 30, 2026, respectively. A second customer accounted for approximately 9% and 19% of total revenue for the same periods.

At September 30, 2026, these customers represented approximately 7% and 33%, respectively, of total accounts receivable. The loss of either customer or a significant reduction in purchases could have a material adverse effect on the Company's operating results and cash flows.

Sale of Accounts Receivable

The Company may sell certain trade accounts receivable to third parties under factoring arrangements. Transfers that meet the criteria for sale accounting under ASC 860, Transfers and Servicing, are derecognized from accounts receivable upon transfer. Cash proceeds received at the time of sale are classified as operating activities in the statements of cash flows.

The Company may receive a portion of the sale consideration as a deferred purchase price (“DPP”) receivable, which is initially recognized at fair value and included in other current assets. The amount ultimately realized on the DPP may be reduced by customer collection shortfalls and applicable contractual fees. Subsequent cash receipts on the DPP are classified as investing activities in the statements of cash flows.

Transaction costs associated with sales of accounts receivable are recognized as a component of the gain or loss on sale within operating expenses when incurred.

*Liquidity and Capital Resources *

The condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern. To date, the Company’s operations have been principally financed through proceeds from the issuance of preferred and common stock and, to a lesser extent, cash generated from product sales. The Company expects to continue incurring operating losses and using cash in operations as it advances its commercialization initiatives. The Company’s ability to continue as a going concern depends on its ability to increase revenues, manage operating expenses, and obtain additional financing. The Company continues to evaluate opportunities to raise additional capital through equity and/or debt financing; however, there can be no assurance that additional funding will be available on acceptable terms, if at all. Any financing obtained may involve restrictive covenants or dilution to existing stockholders. Failure to obtain sufficient additional financing could materially adversely affect the Company’s operations and financial condition.

For the nine months ended September 30, 2026 and 2025, the Company incurred net losses of $7.1 million and $8.1 million, respectively, and used cash in operating activities of $6.6 million and $6.2 million, respectively. The Company had an accumulated deficit of $299 million as of September 30, 2026, compared to $292 million as of December 31, 2025.

The Company continues to pursue initiatives intended to strengthen its financial position through increased commercial activity, improved operating efficiencies, and disciplined cost management. The Company’s OEM technical manufacturing operations remain an important source of revenue and cash flow, with increased customer demand, pricing improvements, and higher production volumes contributing to improved operating performance during 2026. Management expects continued demand for its OEM products at levels above those experienced in prior periods, although quarterly sales volumes may fluctuate based on the timing and size of customer orders. The Company also continues to advance the commercialization of its proprietary silicon nitride-based medical technologies, including the SiNAPTIC Foot & Ankle Osteotomy Wedge System, which received FDA 510(k) clearance in October 2025 and generated initial commercial revenue during 2026. Future revenue from these products will depend on physician adoption, customer demand, distributor performance, manufacturing capacity, and market conditions.

As part of its ongoing efforts to improve operational efficiency and reduce costs, the Company completed the divestiture of TA&T in February 2025, as discussed in Note 2 to the condensed consolidated financial statements. Additionally, in October 2025, the Company entered into a sublease agreement for the SINTX Armor facility, which is expected to generate approximately $1.0 million in savings over the sublease term, as discussed in Note 12.

The Company has also undertaken several financing and working capital initiatives to support its liquidity needs. In October 2025, the Company entered into the 2025 ATM Agreement, providing for the sale of up to $6.4 million of its common stock through an at-the-market offering program. Through September 30, 2026, the Company had sold approximately $1.4 million under the program, leaving approximately $5.0 million of remaining offering capacity, subject to market conditions, registration statement eligibility, trading volume, and applicable offering limitations. In June 2026, the Company entered into securities purchase agreements resulting in aggregate gross proceeds of approximately $4.5 million, as discussed in Note 9 to the condensed consolidated financial statements.

Inventory increased from approximately $1.0 million at December 31, 2025 to $2.6 million at September 30, 2026, primarily reflecting increased finished goods inventory to support the commercial launch of the Company's SiNAPTIC medical devices, as well as production to fulfill existing OEM customer purchase orders. The increase represents a strategic investment in working capital to support the Company's expanding commercialization and manufacturing activities.

In September 2026, the Company entered into an accounts receivable factoring arrangement and sold a trade receivable with a face amount of approximately $1.7 million. The Company received approximately $1.5 million in cash and expects to receive approximately $0.2 million in deferred purchase price upon collection, subject to contractual adjustments. The deferred purchase price was recorded at its estimated fair value based on expected collections, customer credit risk and payment history. The transaction was accounted for as a sale, resulting in a loss of approximately $37,000, primarily related to transaction fees. The arrangement is generally nonrecourse for customer credit losses, although the Company may be required to repurchase the receivable in the event of customer disputes or breaches of representations and warranties. The Company also retains certain obligations related to customer disputes and remittance of collections received directly. The Company may utilize similar arrangements in the future to support working capital requirements.

Subsequent to September 30, 2026, the Company received aggregate gross proceeds of approximately $2.0 million from the exercise of certain Class B Common Stock Purchase Warrants following the Company’s exercise of its warrant call rights in October 2026. The proceeds provide additional capital to support the Company’s ongoing operations and working capital requirements. Following the completion of the warrant call, no Class B warrants remain outstanding.

Despite the actions undertaken by management to improve liquidity and operating costs—including increased commercial activity, cost and pricing improvement initiatives, commercialization of newly cleared medical products, equity financing activities, proceeds from warrant exercises subsequent to quarter-end, and other working capital initiatives—management has concluded that substantial doubt remains regarding the Company’s ability to continue as a going concern for a period of one year from the date these condensed consolidated financial statements are issued. The Company’s ability to continue as a going concern will depend on its ability to generate increased revenues and operating cash flows, manage expenditures, obtain additional financing, and successfully execute its strategic business objectives. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

*Recent Accounting Pronouncements *

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)

In November 2024, the FASB issued ASU No. 2024-03, which requires public business entities to provide additional disclosures disaggregating certain income statement expenses into specified categories, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard also requires disclosure of total selling expenses and additional qualitative information regarding expenses not separately disaggregated. In January 2025, the FASB issued ASU No. 2025-01, which clarified the effective dates of ASU 2024-03. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted. The guidance is required to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. Adoption is expected to result in additional financial statement disclosures but is not expected to have a material impact on the Company’s financial position or results of operations.

ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements

In December 2025, the FASB issued ASU No. 2025-11, which clarifies and improves the guidance related to interim financial reporting, including the applicability, form, content, and disclosure requirements of interim financial statements. The amendments consolidate existing interim disclosure requirements within Topic 270 and establish a principle requiring disclosure of events and changes occurring since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are not intended to expand or reduce existing interim disclosure requirements. The guidance is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively or retrospectively. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures but does not expect adoption to have a material impact on its financial position or results of operations.

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 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 financial position and results of operations, 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 Tethon (in thousands):

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. Business Combinations

On July 1, 2025, the Company entered into an Asset Purchase Agreement with Sinaptic Surgical, LLC (“Sinaptic Surgical”) and Sinaptic Holdings, LLC (“Holdings”), pursuant to which the Company agreed to purchase substantially all the assets and assume certain liabilities of Sinaptic Surgical. As consideration for the purchase of the assets under the Asset Purchase Agreement, the Company issued common stock warrants to purchase 325,000 shares of the Company’s common stock (the “Warrants”). The Warrants expire five years from the date of issue and have an exercise price of $6.30 per share. The Warrants will become exercisable upon the achievement of certain milestones prior to the expiration of the Warrants. In connection with the Asset Purchase Agreement, Sinaptic Surgical purchased 216,450 shares of the Company’s common stock at a purchase price of $3.465 per share in a private placement.

The fair value for the acquired intangible asset was estimated utilizing the income approach, which involves the use of significant estimates and assumptions including projected revenue growth rates, projected earnings, and discount rates.

The following table summarizes the consideration transferred, the estimated fair value of the assets acquired, and liabilities assumed, at the acquisition date (in thousands):

The Company recognized goodwill of $302,000, which reflects the future benefits of certain synergies, and regulatory and commercialization strategies. Acquired intangible assets are being amortized over the estimated useful life offive years on a straight-line basis.

4. Basic and Diluted Net Loss per Common Share

Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per common share is calculated by dividing the net loss, adjusted for the effects of potentially dilutive securities, by the weighted-average number of common share equivalents outstanding for the period, including common stock equivalents to the extent dilutive. Common stock equivalents primarily consist of preferred stock and warrants to purchase common stock. As of September 30, 2026 and 2025, the Company had approximately 7.4 million and 3.3 million potentially dilutive securities, respectively, that were excluded from the diluted net loss per common share calculations because their inclusion would have been antidilutive.

Below are basic and diluted loss per share data for the three months ended September 30, 2026, which are in thousands except for share and per share data:

Below are basic and diluted loss per share data for the nine months ended September 30, 2026, which are in thousands except for share and per share data:

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

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

5. Inventories

Inventories consisted of the following (in thousands):

As of September 30, 2026, all inventories were classified as current. As of December 31, 2025, $825 of inventories were classified as current and $219 of inventories were classified as noncurrent. Inventories classified as current represent the carrying value of inventories as of September 30, 2026, that management estimates will be sold or used by September 30, 2027.

6. 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 that are classified as derivative liabilities because certain provisions may require cash settlement. These derivative liabilities are measured at fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs used in measuring fair value as follows:

The Company classifies assets and liabilities measured at fair value based on the lowest level of input that is significant to the fair value measurement in its entirety. As of September 30, 2026 and December 31, 2025, the Company’s derivative liabilities associated with common stock warrants were the only financial instruments measured at fair value on a recurring basis. These liabilities were classified within Level 3 of the fair value hierarchy because their valuation incorporates significant unobservable inputs.

The following tables present the Company’s financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of September 30, 2026 and December 31, 2025 (in thousands):

The Company had no transfers of assets or liabilities between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2026 and 2025. The following table presents a reconciliation of the beginning and ending balances of derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2026 and 2025 (in thousands):

Common Stock Warrants

The Company has issued certain warrants to purchase shares of common stock that are classified as derivative liabilities because certain provisions may require cash settlement. These derivative liabilities are remeasured at fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2026 and December 31, 2025, the fair value of the derivative liabilities was estimated using a Monte Carlo simulation valuation model.

The significant assumptions used in estimating the fair value of the common stock warrant liabilities using the Monte Carlo simulation valuation model as of September 30, 2026, and December 31, 2025 were as follows:

Other Financial Instruments

The carrying amounts of the Company’s cash and cash equivalents, accounts and other receivables, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The carrying amount of debt approximates fair value because the applicable interest rates approximate current market rates for instruments with similar terms and credit risk.

7. Accrued and Other Current Liabilities

Accrued liabilities consisted of the following (in thousands):

As of December 31, 2025, other current liabilities consisted of deposits for stock issuance of $1.7 million. The stock issuance was related to the 2025 Warrant Inducement (see Note 9).

8. Debt

Insurance Premium Finance Arrangements

In March 2025, in connection with obtaining directors’ and officers’ liability insurance, the Company entered into a premium finance arrangement with a term of 10 months. The Company paid approximately $26,000 toward the insurance premium and financed approximately $145,000. The agreement required 10 equal monthly payments and bore interest at an annual percentage rate of 7.45%. The loan was paid in full, with no outstanding balance as of September 30, 2026.

In May 2025, in connection with obtaining general liability insurance, the Company entered into a premium finance arrangement with a term of five months. The Company paid approximately $14,000 toward the insurance premium and financed approximately $21,000. The Company made three payments under the agreement, which bore interest at an annual percentage rate of 11.15%. The loan was paid in full, with no outstanding balance as of September 30, 2026.

In March 2026, in connection with obtaining directors’ and officers’ liability insurance, the Company entered into a premium finance arrangement with a term of 10 months. The Company paid approximately $40,000 toward the insurance premium and financed approximately $118,000. The agreement requires 10 equal monthly payments and bears interest at an annual percentage rate of 9.39%. The outstanding balance was approximately $35,000 as of September 30, 2026.

In May 2026, in connection with obtaining general liability insurance, the Company entered into a premium finance arrangement with a term of 10 months. The Company paid approximately $14,000 toward the insurance premium and financed approximately $38,000. The agreement requires 10 equal monthly payments and bears interest at an annual percentage rate of 6.30%. The outstanding balance was approximately $20,000 as of September 30, 2026.

9. Equity

Abeyance Shares and Warrant Exchange

On June 29, 2026, the Company and MedTech Ceramics, LP (“MedTech”) executed a letter agreement providing for the disposition of 507,254 shares of common stock held in abeyance following the Company’s September 2025 warrant inducement transaction and the cancellation and replacement of an existing warrant held by MedTech. Pursuant to the agreement, the Company agreed to (i) issue 255,267 shares of common stock previously held in abeyance for no additional consideration, as the applicable consideration had previously been paid; (ii) replace the remaining 251,987 abeyance shares with a pre-funded warrant to purchase an equivalent number of shares, also for no additional consideration; and (iii) cancel MedTech’s existing September 2025 warrant to purchase 760,881 shares of common stock and issue a replacement warrant to purchase 1,268,135 shares at an exercise price of $2.14 per share.

The Company accounted for the incremental fair value associated with the warrant modification as a deemed dividend to common stockholders, which did not affect net loss. The fair values of the warrants were estimated using the Black-Scholes-Merton valuation model. The incremental fair value of the replacement warrants compared with the cancelled warrants was approximately $0.9 million and was reflected as a deemed dividend in the condensed consolidated statements of operations and statements of stockholders’ equity for the nine months ended September 30, 2026.

2026 Capital Raise and Registration of Shares

On June 2, 2026, the Company entered into securities purchase agreements (the “2026 Purchase Agreements”) with certain accredited investors pursuant to which the Company agreed to sell an aggregate of 1,882,845 units in a private placement at a purchase price of $2.39 per unit, resulting in aggregate gross proceeds of approximately $4.5 million, before deducting placement agent fees and other offering expenses. Each unit consisted of one share of the Company’s common stock, one Class A Common Stock Purchase Warrant (the “Class A Warrant”), and one Class B Common Stock Purchase Warrant (the “Class B Warrant”).

At closing, the Company issued Class A Warrants and Class B Warrants, each exercisable for an aggregate of 1,882,845 shares of common stock. Both classes of warrants were immediately exercisable at an exercise price of $2.14 per share, subject to adjustment. The Class A Warrants expire on the fifth anniversary of issuance, and the Class B Warrants expire on the second anniversary of their initial exercise date.

The Class B Warrants also provide the Company with the right to require holders to exercise all or a portion of their outstanding warrants upon achievement of specified revenue milestones. If the Company reports quarterly revenue of at least $2.0 million in a Quarterly Report on Form 10-Q, Annual Report on Form 10-K, or certain Current Reports on Form 8-K, the Company may deliver a notice requiring exercise of all or a specified portion of the outstanding Class B Warrants within five business days. Any called warrants not exercised within the specified period automatically expire without consideration, subject to applicable beneficial ownership limitations.

In connection with the private placement, the Company issued 78,213 restricted shares of common stock and warrants to purchase 92,573 shares of common stock as part of the placement agent compensation. The Company filed a registration statement on Form S-3 registering the resale of the securities issued in the transaction, which was declared effective by the SEC on June 30, 2026.

2025 ATM Agreement

On October 3, 2025, the Company entered into an At The Market Offering Agreement (the “2025 ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, pursuant to which the Company may offer and sell shares of its common stock from time to time through an at-the-market offering program. Sales under the agreement may be made by methods permitted under Rule 415 of the Securities Act of 1933, as amended, including sales on the Nasdaq Capital Market or other existing trading markets for the Company’s common stock.

The shares are offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-274951), declared effective by the SEC on November 27, 2023, and the related prospectus supplement dated October 3, 2025, providing for an aggregate offering amount of $6,413,876. As of September 30, 2026, the Company had sold 482,843 shares under the 2025 ATM Agreement for aggregate gross proceeds of approximately $1.4 million, leaving approximately $5.0 million of remaining offering capacity.

2025 Warrant Inducement

On September 8, 2025, the Company entered into an inducement agreement (the “Inducement Letter”) with certain holders of outstanding common stock purchase warrants. Pursuant to the agreement, the holders agreed to exercise existing warrants to purchase an aggregate of 1,099,431 shares of common stock at an exercise price of $3.32 per share in exchange for the Company’s agreement to issue new warrants to purchase up to an aggregate of 1,649,147 shares of common stock at an exercise price of $4.79 per share. The holders also paid $0.125 per new warrant as consideration for the issuance of the new warrants. The Company received aggregate gross proceeds of approximately $3.8 million from the warrant exercises, before deducting placement agent fees and other offering expenses.

The Company estimated the fair value of the new warrants using the Black-Scholes-Merton valuation model. The aggregate fair value of the new warrants issued in connection with the inducement was approximately $6.7 million, which was reflected as a deemed dividend in the condensed consolidated statements of operations and comprehensive loss and statements of stockholders’ equity for the three and nine months ended September 30, 2025.

2025 Capital Raise and Registration of Shares

On February 20, 2025, the Company entered into a securities purchase agreement (the “2025 Purchase Agreement”) with certain institutional and accredited investors, resulting in aggregate gross proceeds of approximately $5.0 million, before deducting placement agent fees and other offering expenses. In connection with the private placement, the Company issued (i)1,171,189 shares of common stock, (ii) pre-funded warrants to purchase 278,098 shares of common stock (the “Pre-Funded Warrants”) at an exercise price of $0.0001 per share, and (iii) warrants to purchase 1,449,287 shares of common stock (the “Common Warrants”) at an exercise price of $3.32 per share.

The purchase price was $3.45 per share of common stock and accompanying Common Warrant, or $3.4499 per Pre-Funded Warrant and accompanying Common Warrant. The Common Warrants were immediately exercisable and expire five and one-half years from issuance. The Pre-Funded Warrants were immediately exercisable and remain outstanding until exercised in full. The Company filed a registration statement on Form S-3 registering the resale of the securities issued in the transaction, which was declared effective by the SEC on March 27, 2025.

10. Stock-Based Compensation

A summary of the Company’s outstanding restricted stock unit activity for the nine months ended September 30, 2026, and 2025 is as follows:

A summary of the Company’s outstanding stock option activity for the nine months ended September 30, 2026, and 2025 is as follows:

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 the 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.

Unrecognized stock-based compensation as of September 30, 2026, is as follows:

11. Commitments and Contingencies

The Company has entered into agreements with certain executive officers that provide for payments of up to three times their annual salaries and accelerated vesting of previously granted stock awards upon the occurrence of certain events related to a change in control of the Company.

From time to time, the Company is subject to claims and legal proceedings arising in the ordinary course of business. Management does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

12. Leases

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

SINTX

The Company leases 30,764 square feet of office, warehouse and manufacturing space under a single operating lease. This lease expires in October 2031. The lease has one five-year extension option.

SINTX Armor

The Company, on behalf of SINTX Armor, leases approximately 10,936 square feet of office and manufacturing space from which SINTX Armor conducted its operations. This lease expires in October 2031. Impairment of operating lease right-of-use assets of $0.7 million was recorded during 2024 related to Armor exit costs. In October 2025, the Company entered into a sublease agreement (the “Sublease”) with Hayes Performance Systems, Inc., a Delaware corporation (“Hayes”), pursuant to which the Company agreed to sublease to Hayes all of the premises the Company currently leases under its Industrial Lease Agreement dated August 19, 2021 with SLS Industrial Portfolio Owner SLCP, LLC (the “Prime Lease”). The Sublease term commenced on November 1, 2025, and expires on October 31, 2031, unless earlier terminated in accordance with the Sublease or upon termination of the Prime Lease. Under the Sublease, Hayes will pay the Company base rent ranging from approximately $9,700 per month during the first year of the Sublease to approximately $11,300 per month during the final year of the term, plus its proportionate share of operating expenses and taxes, currently estimated at $0.25 per rentable square foot per month. The Sublease provided for a three-month rent deferral totaling approximately $29,200, which will be repaid in six equal monthly installments beginning February 1, 2026. The Sublease is structured as a triple-net arrangement under which Hayes will be responsible for substantially all costs associated with the Subleased Premises, including utilities, maintenance, and insurance.

TA&T

In connection with the disposition of TA&T, the lease facilities, including right of use assets and lease liabilities, were transferred to Tethon (see Note 2).

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, 2026, operating lease right-of-use assets were approximately $2.2 million, and operating lease liability was approximately $2.9 million. As of September 30, 2026, the weighted-average discount rate for the Company’s operating lease was 8.8%.

Operating lease future minimum payments together with the present values as of September 30, 2026, are summarized as follows (in thousands):

13. Subsequent Events

Class B Warrant Exercises

On October 1, 2026, the Company delivered call notices to holders of its outstanding Class B Common Stock Purchase Warrants (the “Class B Warrants”) pursuant to the warrant call provisions. The call period expired on October 8, 2026. In connection with the warrant call, the Company received aggregate gross proceeds of approximately $2.0 million from the exercise and exchange of Class B Warrants covering 941,423 shares of common stock at an exercise price of $2.14 per share. The Company issued 651,204 shares of common stock and fully pre-funded warrants to purchase an additional 290,219 shares of common stock to accommodate applicable beneficial ownership limitations. The remaining unexercised Class B Warrants expired pursuant to their terms, and no Class B Warrants remain outstanding. The Company’s outstanding Class A Common Stock Purchase Warrants were unaffected by the warrant call.