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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/24/15 Sintx Technologies, Inc. 10-K 12/31/14 85:14M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.05M
2: EX-4.27 EX-4.27 - Form of Warrant Sept 17, 2014 HTML 54K
3: EX-4.28 EX-4.28 - Form of Warrant November 12, 2014. HTML 54K
4: EX-23.1 EX-23.1 - Ey Consent HTML 26K
5: EX-23.2 EX-23.2 - Mantyla Consent HTML 25K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
8: EX-32 Certification -- §906 - SOA'02 HTML 29K
58: R1 Document and Entity Information HTML 57K
46: R2 Consolidated Balance Sheets HTML 126K
56: R3 Consolidated Balance Sheets - (Parenthetical) HTML 62K
60: R4 Consolidated Statements of Operations and HTML 97K
Comprehensive Loss
79: R5 Consolidated Statements of Convertible Preferred HTML 124K
Stock and Stockholders' Deficit
48: R6 Consolidated Statements of Convertible Preferred HTML 27K
Stock and Stockholders' Deficit (Parenthetical)
55: R7 Consolidated Statements of Cash Flows HTML 166K
42: R8 Organization and Summary of Significant Accounting HTML 105K
Policies
32: R9 Inventories HTML 49K
80: R10 Property and Equipment HTML 61K
62: R11 Intangible Assets HTML 59K
61: R12 Fair Value Measurements and Marketable Securities HTML 228K
67: R13 Accrued Liabilities HTML 61K
68: R14 Debt and Line of Credit HTML 151K
65: R15 Equity HTML 212K
69: R16 Stock-Based Compensation HTML 181K
57: R17 Income Taxes HTML 104K
59: R18 Commitments and Contingencies HTML 47K
64: R19 Related-Party Transactions HTML 34K
85: R20 401(k) Plan HTML 31K
75: R21 Subsequent Events HTML 28K
52: R22 Organization and Summary of Significant Accounting HTML 166K
Policies (Policies)
63: R23 Organization and Summary of Significant Accounting HTML 64K
Policies (Tables)
54: R24 Inventories (Tables) HTML 47K
24: R25 Property and Equipment (Tables) HTML 60K
76: R26 Intangible Assets (Tables) HTML 57K
82: R27 Fair Value Measurements and Marketable Securities HTML 235K
(Tables)
37: R28 Accrued Liabilities (Tables) HTML 61K
36: R29 Debt and Line of Credit (Tables) HTML 130K
40: R30 Equity (Tables) HTML 183K
41: R31 Stock-Based Compensation (Tables) HTML 185K
43: R32 Income Taxes (Tables) HTML 101K
22: R33 Commitments and Contingencies (Tables) HTML 42K
73: R34 Organization and Summary of Significant Accounting HTML 135K
Policies - Additional Information (Details)
50: R35 Organization and Summary of Significant Accounting HTML 51K
Policies - Schedule of Potentially Dilutive
Securities Excluded from Computation of Diluted
Net Loss Per Share (Details)
53: R36 Inventories - Components of Inventory (Details) HTML 40K
27: R37 Inventories - Additional Information (Details) HTML 29K
84: R38 Property and Equipment - Components of Property HTML 52K
and Equipment (Details)
15: R39 Intangible Assets - Schedule of Finite-Lived and HTML 51K
Indefinite-Lived Intangible Assets (Details)
44: R40 Intangible Assets - Additional Information HTML 41K
(Details)
78: R41 Fair Value Measurements and Marketable Securities HTML 62K
- Additional Information (Details)
26: R42 Fair Value Measurements and Marketable Securities HTML 46K
- Financial Liabilities Measured at Fair Value on
Recurring Basis by Level within Fair Value
Hierarchy (Details)
35: R43 Fair Value Measurements and Marketable Securities- HTML 65K
Reconciliation of Derivative Liability Measured At
Fair Value on Recurring Basis Using Significant
Unobservable Inputs (Level 3) (Details)
39: R44 Fair Value Measurements and Marketable Securities HTML 47K
- Schedule of Assumptions used in Estimating
Common and Preferred Stock Warrant Liability
(Details)
47: R45 Fair Value Measurements and Marketable Securities HTML 39K
- Schedule of Assumptions used in Estimating
Conversion Feature of Note (Details)
21: R46 Accrued Liabilities - Schedule of Accrued HTML 57K
Liabilities (Details)
31: R47 Debt and Line of Credit - Additional Information HTML 248K
(Details)
17: R48 Debt and Line of Credit - Outstanding Long-Term HTML 66K
Debt (Details)
77: R49 Debt and Line of Credit - Future Principal HTML 58K
Payments on Debt (Details)
25: R50 Equity - Additional Information (Details) HTML 269K
74: R51 Equity - Schedule of Shares of Common Stock for HTML 56K
Future Issuance (Details)
28: R52 Equity - Schedule of Convertible Preferred Stock HTML 98K
(Details)
45: R53 Equity - Summary of Conversion Ratio of Each HTML 60K
Series of Convertible Preferred Stock at Time of
Conversion (Details)
16: R54 Stock-Based Compensation - Additional Information HTML 81K
(Details)
19: R55 Stock-Based Compensation - Summary of Stock Option HTML 77K
Activity (Details)
38: R56 Stock-Based Compensation - Black-Scholes-Merton HTML 46K
Option Pricing Model (Details)
23: R57 Stock-Based Compensation - Summary of Restricted HTML 54K
Stock Units Activity (Details)
81: R58 Stock-Based Compensation - Summary of Employee HTML 45K
Stock-Based Compensation Expense (Details)
49: R59 Stock-Based Compensation - Schedule of HTML 32K
Unrecognized Stock-Based Compensation for Stock
Options and RSUs (Details)
66: R60 Income Taxes - Schedule of Reconciliation HTML 48K
Statutory Federal Income Tax Provision to Actual
Income Tax Benefit (Details)
30: R61 Income Taxes - Significant Components of Deferred HTML 58K
Tax Assets and Liabilities (Details)
33: R62 Income Taxes - Additional Information (Details) HTML 40K
72: R63 Commitments and Contingencies - Additional HTML 38K
Information (Details)
70: R64 Commitments and Contingencies - Summary of Future HTML 44K
Rental Payment (Details)
51: R65 Related-Party Transactions - Additional HTML 59K
Information (Details)
71: R66 401(k) Plan - Additional Information (Details) HTML 29K
29: R67 Subsequent Events - Additional Information HTML 44K
(Details)
83: XML IDEA XML File -- Filing Summary XML 132K
18: EXCEL IDEA Workbook of Financial Reports XLSX 183K
34: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.27M
9: EX-101.INS XBRL Instance -- amda-20141231 XML 2.87M
11: EX-101.CAL XBRL Calculations -- amda-20141231_cal XML 182K
12: EX-101.DEF XBRL Definitions -- amda-20141231_def XML 754K
13: EX-101.LAB XBRL Labels -- amda-20141231_lab XML 1.46M
14: EX-101.PRE XBRL Presentations -- amda-20141231_pre XML 1.18M
10: EX-101.SCH XBRL Schema -- amda-20141231 XSD 195K
20: ZIP XBRL Zipped Folder -- 0001564590-15-001941-xbrl Zip 191K
Exhibit 4.27
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
Right to Purchase ________ Shares of Common Stock of Amedica Corporation
Warrant No. C-
COMMON STOCK PURCHASE WARRANT
Amedica Corporation, a Delaware corporation (the “Company”), hereby certifies that for value received ____________(the “Holder”), or assigns, is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to ________ shares of Common Stock (the “Warrant Shares”) (subject to adjustment as hereinafter provided) at the Exercise Price, payable as hereinafter provided. This Warrant is being issued pursuant to the terms of that certain financial advisory services engagement agreement, dated September 17, 2014, by and between the Company and Westlake Securities LLC (the “Engagement Agreement”).
1. Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:
(a) “Change of Control” shall mean the occurrence of any of the following events: (i) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities pursuant to a transaction or a series of related transactions which the Board of Directors of the Company (the “Board”) does not approve; or (ii) (A) a merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (B) or the Company’s stockholders approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.
(b) “Common Stock” shall mean the Company’s common stock, $0.01 par value per share.
(b) “Exercise Price” shall mean the purchase price to be paid upon exercise of this Warrant in accordance with the terms hereof, which price initially shall be $0.86 per Warrant Share. The Exercise Price shall be subject to adjustment from time to time pursuant to the provisions of Section 5 hereof.
(c) “Warrant Expiration Date” shall mean 5:00 p.m., Eastern Time, on September 17, 2019.
2. Exercise.
(a) Manner of Exercise. This Warrant may be exercised at any time or from time to time, on any day which is not a Saturday, Sunday or holiday under the laws of the State of Utah beginning on March 17, 2015 and prior to the Warrant Expiration Date, for all or any part of the Warrant Shares. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal executive offices, or at such other office as the Company may designate by notice in writing, (i) this originally executed Warrant and (ii) a duly executed written notice of Holder's election to exercise its Warrant in whole or in part substantially in the form of Exhibit A attached hereto, and shall pay to the Company by check made payable to the order of the Company or wire transfer of funds to a bank account designated by the Company an amount equal to the aggregate Exercise Price for all Warrant Shares as to which this Warrant is being exercised.
(b) Cashless Exercise. In addition to and without limiting the rights of the Holder hereof under the terms of this Warrant, the Holder may elect to receive, without the payment by the Holder of the Exercise Price, shares of Common Stock equal to the value of the Warrant Shares or any portion thereof by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with the Net Issue Election Notice annexed hereto as
Exhibit B duly executed and completed, at its principal executive offices, or at such other office as the Company may designate by notice in writing. Thereupon, the Company shall issue to the Holder such number of fully paid, validly issued and nonassessable shares of Common Stock, as is computed using the following formula:
X= Y(A-B)
A
where
X = the number of shares of Common Stock to be issued to the Holder (or such other person or persons as directed by the Holder) upon such exercise of the rights under this Section 2(c)
Y = the total number of Warrant Shares which the Holder has surrendered for cashless exercise
A = the “Fair Market Value” of one share of Common Stock on the date that the Holder delivers the Net Issue Election Notice to the Company as provided herein
B = the Exercise Price in effect under this Warrant on the date that the Holder delivers the Net Issue Election Notice to the Company as provided herein
The “Fair Market Value” of a share of Common Stock as of a particular date (the “Valuation Date”) shall mean the following: (y) if the Common Stock is then listed on a stock exchange or quoted on a quotation system, the closing sale price of one share of Common Stock on such exchange or system on the last trading day prior to the Valuation Date; or (z) if the Common Stock is not then listed on a stock exchange or quoted on a quotation system, the Fair Market Value of one share of Common Stock as of the Valuation Date shall be determined in good faith by the Board of Directors of the Company (the “Board”). The Board shall respond promptly in writing to an inquiry by the Holder prior to the exercise hereunder as to the Fair Market Value of a share of Common Stock.
(c) Issuance of Common Stock. Upon receipt of the documents and payments described in Section 2(a) or Section 2(b), as the case may be, the Company shall, as promptly as practicable, execute or cause to be executed, and deliver to the Holder a certificate or certificates representing the aggregate number of full Warrant Shares (or such other stock or securities that may be issuable upon exercise of the Warrant) issuable upon such exercise. The stock certificate or certificates so delivered shall be in the denomination specified in said notice and shall be registered in the name of the Holder. This Warrant shall be deemed to have been exercised and a certificate or certificates for shares of Common Stock shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes as of the date said notice, together with this Warrant and the documents and payments described in Section 2(a) or 2(b), as the case may be, are received by the Company as aforesaid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
(d) Transfer Restriction Legend. Each certificate for Common Stock issued upon exercise of this Warrant, unless at the time of exercise the offer and sale of the Warrant Shares are registered under the Securities Act, shall bear the following legend (and any additional legend required by applicable law or rule) on the face thereof:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”
3. Reservation of Shares. The Company covenants that it will at all times until the Warrant Expiration Date reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of issue upon exercise of this Warrant, such number of Warrant Shares as shall then be issuable upon the exercise of this Warrant.
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4. Loss, Theft, Destruction or Mutilation. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant (including a reasonably detailed affidavit with respect to the circumstances of any loss, theft or destruction of such Warrant and a customary and reasonable indemnity and surety bond, if requested by the Company), and, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu hereof, a new Warrant of like tenor.
5. Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares issuable upon exercise of this Warrant will be proportionately increased, and if the Company at any time combines (by reverse stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant will be proportionately decreased.
6. Consolidation, Merger, etc. If there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company), then as a part of such transaction, provision shall be made so that the Holder hereof shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger or consolidation, to which the Holder would have been entitled if the Holder had exercised this Warrant immediately prior thereto.
7. Notice of Adjustment. Upon any adjustment or other change relating to the Exercise Price or the securities purchasable upon the exercise of this Warrant, then, and in each such case, the Company shall promptly prepare and deliver to Holder notice, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated.
8. Fractional Shares. The Company shall not issue fractions of shares, upon exercise of this Warrant or otherwise, or distribute certificates that evidence fractional shares. With respect to any fraction of a share called for upon any exercise hereof, such fraction shall neither be issued nor extinguished until the final exercise of this Warrant, in which event if a fraction is issuable, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the Exercise Price, as adjusted to date pursuant to Section 5 hereof.
9. Holder Not Deemed Stockholder. The Holder shall not be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of this Warrant for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the Holder any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive dividends or subscription rights, until Holder shall have exercised this Warrant in accordance with the provisions hereof.
10. Successors and Assigns. This Warrant, and the obligations and rights of the Company hereunder, shall be binding upon and inure to the benefit of the Company, the Holder, and their respective successors and permitted assigns.
11. Waiver and Amendment. Any provision of this Warrant may be amended, waived or modified only upon the written consent of the Company and the Holder.
12. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be delivered in accordance with the terms of Section 7.A of the Engagement Agreement.
13. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by the internal laws of the State of Delaware, United States of America, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.
14. Headings; References. All headings used herein are used for convenience only and will not be used to construe or interpret this Warrant. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.
15. Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of September 17, 2014.
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AMEDICA CORPORATION |
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By: |
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Name: |
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Kevin Ontiveros |
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Chief Legal Officer |
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EXHIBIT A
EXERCISE FORM
(To be signed only on exercise of Warrant)
Amedica Corporation
1885 West 2100 South
Salt Lake City, UT 84119
The undersigned hereby irrevocably elects to exercise the right to purchase represented by the within Warrant for, and to purchase thereunder, _____________ shares of common stock, $0.01 par value per share, of Amedica Corporation (the “Common Stock”) at a price of $_______ per share of Common Stock, and herewith makes payment of $___________ (such payment being by check made payable to the order of Amedica Corporation, or wire transfer of funds to a bank account designated by Amedica Corporation, or any combination thereof), surrenders the Warrant and all right, title and interest therein to Amedica Corporation and requests that certificates for such shares be issued in the name of:
_________________________________________________________________
(Please print name, address, and social security number)
_________________________________________________________________
and, if said number of shares shall not be all the shares purchasable thereunder, that a new Warrant for the balance remaining of the shares purchasable under the within Warrant be registered in the name of the undersigned holder of the within Warrant or his Assignee as below indicated and delivered to the address stated below.
NAME OF HOLDER OR ASSIGNEE:______________________________________
(Please print)
ADDRESS OF HOLDER
OR ASSIGNEE:_____________________________________________________
SIGNATURE OF HOLDER:_____________________________________________
DATED:__________________
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EXHIBIT B
NET ISSUE ELECTION NOTICE
(To be signed only on exercise of Warrant)
Amedica Corporation
1885 West 2100 South
Salt Lake City, UT 84119
The undersigned hereby elects under Section 2(b) of this Warrant to surrender the right to purchase [______________] shares of common stock, $0.01 par value per share, of Amedica Corporation (the “Common Stock”) pursuant to the within Warrant and hereby requests the issuance of [______________] shares of Common Stock. The undersigned requests that certificates for such shares be issued in the name of:
_________________________________________________________________
(Please print name, address, and social security number)
_________________________________________________________________
and, if said number of shares shall not be all the shares purchasable thereunder, that a new Warrant for the balance remaining of the shares purchasable under the within Warrant be registered in the name of the undersigned holder of the within Warrant or his Assignee as below indicated and delivered to the address stated below.
NAME OF HOLDER OR ASSIGNEE:______________________________________
(Please print)
ADDRESS OF HOLDER
OR ASSIGNEE:_____________________________________________________
SIGNATURE OF HOLDER:_____________________________________________
DATED:__________________
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/17/19 | SC 13G | |||
| Filed on: | 3/24/15 | |||
| 3/17/15 | ||||
| For Period end: | 12/31/14 | 10-K/A, 4 | ||
| 9/17/14 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/05/16 SEC UPLOAD¶ 9/24/17 1:36K Sintx Technologies, Inc. 12/03/15 SEC UPLOAD¶ 9/24/17 1:154K Sintx Technologies, Inc. |