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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
DC 20549

 FORM

 Annual
 report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the fiscal year ended December 31, 2023

 or

 Transition
 report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the transition period from _______ to _________

 Commission
File No. 001-33624

 SINTX

 (Exact
name of registrant as specified in its charter)

 Delaware

 84-1375299

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (IRS
 Employer

 Identification
 No.)

 1885
West 2100 South, Salt Lake City, UT 84119

 (Address
of principal executive offices and Zip Code)

 (801) 839-3500

 (Registrant's
telephone number, including area code)

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, $0.01 par value

 SINT

 The
 NASDAQ Capital Market

registered under Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

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 the 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter was $ 5,175,111.

 The
number of shares outstanding of the registrant's common stock, $0.01 par value per share, as of March 11, 2024 was 22,680,139.

 DOCUMENTS
INCORPORATED BY REFERENCE:

 None

 TABLE
OF CONTENTS

 Item
 Number and Caption

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 Index to Consolidated Financial Statements

 CAUTIONARY
NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are forward-looking
statements. SINTX Technologies, Inc. ("we", "us", "ourselves", "the Company") has tried
to identify forward-looking statements by using words such as "believe," "may," "might," "could,"
"will," "aim," "estimate," "continue," "anticipate," "intend,"
"expect," "plan" and similar words. These forward-looking statements are based on our current assumptions, expectations
and estimates of future events and trends. Forward-looking statements are only predictions and are subject to many risks, uncertainties
and other factors that may affect our businesses and operations and could cause actual results to differ materially from those predicted.
These risks and uncertainties include, but are not limited to, factors affecting our quarterly and annual results, our ability to manage
our growth, our ability to achieve and sustain profitability, demand for our products, our ability to compete successfully, our ability
to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply
with changes and applicable laws and regulations that are applicable to our businesses, our ability to safeguard our intellectual property,
our success in defending legal proceedings brought against us, trends in the medical device industry, and general economic conditions,
and other risks set forth throughout this Annual Report, including under "Item 1, Business," "Item 1A, Risk Factors,"
 and "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations," and
those discussed in other documents we file with the Securities and Exchange Commission (the "SEC"). Moreover, we operate
in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for us to predict all
risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 Given
these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements
contained in this Annual Report speak only as of the date of this Annual Report. We undertake no obligation to update any forward-looking
statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date
hereof.

 WHERE
YOU CAN FIND MORE INFORMATION

 We
are subject to the informational requirements of the Exchange Act. Accordingly, we file periodic reports and other information with the
SEC. We will make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports available through our Internet site,  as soon as reasonably practicable after electronically filing
such materials with the SEC. They may also be obtained free of charge by writing to SINTX Technologies, Inc., Attn: Investor Relations,
1885 West 2100 South, Salt Lake City, UT 84119. In addition, copies of these reports may be obtained through the SEC's website
at www.sec.gov or by visiting the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549 or by calling the
SEC at 800-SEC-0330.

 Our
common stock trades on The NASDAQ Capital Market under the symbol "SINT."

 SUMMARY
OF PRINCIPAL RISK FACTORS

 Our
business operations are subject to numerous risks, factors and uncertainties, including those outside of our control, that could cause
our actual results to be harmed, including risks regarding the following:

 Risks
Related to Our Capital Resources and Impairments

 We
 will require additional financing and our failure to obtain additional funding would force us to delay, reduce or eliminate our product
 development programs or commercialization efforts.

 Raising
 additional capital by issuing securities or through debt financings or licensing arrangements may dilute existing stockholders, restrict
 our operations or require us to relinquish proprietary rights.

 Risks
Related to Our Business and Strategy

 We
 have incurred net losses since our inception and may never achieve or sustain profitability.

 Our
 success depends on our ability to successfully commercialize advanced ceramic products for biomedical, technical, and antipathogenic
 applications, which to date have experienced only limited market acceptance and which we may not be able to successfully commercialize.

 We
 may not be able to compete effectively against the larger, well-established companies that dominate these markets or emerging and
 small innovative companies seeking to increase their share of the market.

 We
 depend on our aerospace and biomedical customers' ability to sell the products they manufacture. If our customers are not able
 to sell such products, our business and operating results will be adversely affected.

 If
 we are unable to manufacture our advanced ceramic products on a timely basis consistent with our quality standards, our results of
 operation will be adversely impacted.

 We
 depend on a limited number of third-party suppliers for key raw materials, and the loss of these third-party suppliers or their inability
 to supply us with adequate raw materials could harm our business.

 Part
 of our strategy is to establish and develop OEM partnerships and arrangements, which subjects us to various risks.

 If
 hospitals and other healthcare providers are unable to obtain coverage or adequate reimbursement for procedures performed with our
 products, it is unlikely our products will be widely used.

 Prolonged
 negative economic conditions in domestic and international markets may adversely affect us and could harm our financial position.

 We
 are dependent on our senior management team, engineering team, and external advisors, and the loss of any of them could harm our
 business.

 Cyber
 security risks and the failure to maintain the integrity of company, employee or guest data could expose us to business disruptions,
 data loss, litigation and liability, and our reputation and operating results could be significantly harmed.

 Risks
Related to Regulatory Approval of Our Products and Other Government Regulations

 Contracting
 with government entities exposes us to additional risks and regulatory requirements.

 We
 cannot be certain that we will be able to obtain regulatory clearance or approval and thereafter commercialize our biomedical or
 antipathogenic product candidates in a timely manner or at all.

 We
 have little experience conducting clinical trials, they may proceed more slowly than anticipated, and we cannot be certain that our
 product candidates will be shown to be safe and effective for human use.

 Our
 current and future relationships with third-party payers and current and potential customers in the United States and elsewhere may
 be subject, directly or indirectly, to various laws and regulations, which could expose us to criminal sanctions, civil penalties,
 contractual damages, reputational harm, administrative burdens and diminished profits and future earnings.

 U.S.
 federal income tax reform could adversely affect us.

 Legislation
 may increase the difficulty and cost for us to obtain and monitor regulatory approval or clearance of our product candidates and
 affect the prices we may obtain for our products.

 Risks
Related to Our Intellectual Property and Litigation

 If
 our patents, trade secrets and contractual provisions are inadequate to protect our intellectual property, we may not be able to
 successfully commercialize our products or operate our business profitably.

 We
 have no patent protection covering the composition of matter for our solid silicon nitride or components of the related manufacturing
 process, and competitors may create formulations or processes substantially similar to ours.

 We
 could become subject to intellectual property litigation that could consume significant amounts of our resources and adversely affect
 our business and results of operations.

 We
 may be subject to damages resulting from claims that we have wrongfully used or disclosed alleged trade secrets of our competitors
 or are in breach of non-competition agreements with our competitors or non-solicitation agreements.

 If
 our advanced ceramic products or our product candidates' conflict with the rights of others, we may not be able to manufacture
 or market our products or product candidates.

 Risks
Related to Potential Litigation from Operating Our Business

 We
 may become subject to potential product liability claims or claims relating to our improper handling, storage or disposal of biological
 or hazardous materials, which could be time consuming and costly.

 Risks
Related to Public Companies

 We
 are a "smaller reporting company" and the reduced disclosure requirements applicable to smaller reporting companies may
 make our common stock less attractive to investors.

 We
 may not be able to maintain our listing on the NASDAQ Capital Market, which would adversely affect the price and liquidity of our
 common stock.

 PART
I

 ITEM
 1.

 BUSINESS

 Overview
– SINTX Technologies

 SINTX
Technologies is an advanced ceramics company formed in December 1996, focused on providing solutions in a variety of biomedical, technical,
and antipathogenic applications. We have grown from focusing primarily on the research, development and commercialization of medical
devices manufactured with silicon nitride to becoming an advanced ceramics company engaged in diverse fields, including biomedical, technical
and antipathogenic applications. This diversification enables us to focus on our core competencies which are the manufacturing, research,
and development of products comprised from advanced ceramic materials for external partners. We seek to connect with new customers, partners
and manufacturers to help them realize the goal of leveraging our expertise in advanced ceramics to create new, innovative products across
these sectors.

 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 US, Europe, Brazil, and Taiwan. 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. 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. 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. 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.

 In
June 2022, we acquired Technology Assessment and Transfer, Inc. (TA&T), a nearly 40-year-old business with a mission to transition
advanced materials and process technologies from a laboratory environment to commercial products and services. TA&T has supplied
ceramics for use in several biomedical applications. These products were made via 3D printing and include components for surgical instruments
as well as conceptual and prototype dental implants.

 Technical
Applications: It is our belief that our silicon nitride has the best combination of mechanical, thermal, and electrical properties
of any technical ceramic material. It is a high-performance technical ceramic with high strength, toughness, and hardness, and is extremely
resistant to thermal shock and impact. It is also an electrically insulating ceramic material. Typically, it is used in applications
where high load-bearing capacity, thermal stability, and wear resistance are required. We have obtained AS9100D certification and ITAR
registration to facilitate entry into the aerospace and protective armor markets.

 We
entered the ceramic armor market through the purchase of assets from B4C, LLC and a technology partnership with Precision Ceramics USA.
We will develop and manufacture high-performance ceramics for personnel, aircraft, and vehicle armor including a 100% Boron Carbide material
for ultimate lightweight performance in ballistic applications, and a composite material made of Boron Carbide and Silicon Carbide for
exceptional multi-hit performance against ballistic threats. We have signed a 10-year lease at a building near our headquarters in Salt
Lake City, Utah to house development and manufacturing activities for SINTX Armor.

 TA&T's
primary area of expertise is material processing and fabrication know-how for a broad spectrum of monolithic ceramic, ceramic composite,
and coating materials. Primary technologies include Additive Manufacturing (3D Printing) of ceramics and metals, low-cost fabrication
of fiber reinforced ceramic matrix composites (CMCs) and refractory chemical vapor deposited (CVD) coatings, transparent ceramics for
ballistic armor and optical applications, and magnetron sputtered (PVD) coatings for lubrication, wear resistance and environmental barrier
coatings for CMCs. TA&T also provides a host of services that include 3D printing, PVD-CVD coatings, material processing-CMCs, CIP,
PS, HP, HIP, and material characterization for powders and finished parts-TGA/DSC, PSD. SA, Dilatometry, UV-VIS and FTIR transmission,
haze and clarity.

 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, filters, 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.

 Our
Products

 Silicon
Nitride

 To
control the quality, cost and availability of our silicon nitride products and product candidates, we operate our own silicon nitride
manufacturing facility. Our 31,000 square foot corporate facility includes an 19,000 square foot FDA registered ISO 13485:2016 certified,
and AS9100D certified manufacturing space. It is equipped with state-of-the-art powder processing, spray drying, pressing and computerized
machining equipment, sintering furnaces, and other testing equipment that enables us to control the entire manufacturing process for
our silicon nitride products and product candidates. All operations with the exception of raw material production are performed in-house.
We purchase raw materials, consisting of silicon nitride ceramic powder and dopant chemical compounds, from several vendors which are
ISO registered and approved by us. These raw materials are characterized and tested in accordance with our specifications and then blended
to formulate our silicon nitride. We believe that there are multiple vendors that can supply us these raw materials and we continually
monitor the quality and pricing offered by our vendors to ensure high quality and cost-effective supply of these materials.

 The
chemical composition of our in-house formulation of silicon nitride and our processing and manufacturing experience allows us to produce
silicon nitride in multiple distinct forms. This capability provides us with the ability to utilize our silicon nitride in a variety
of ways depending on the intended application, which, together with our silicon nitride's key characteristics, distinguishes us
from other manufacturers of silicon nitride products.

 We
currently produce silicon nitride for use in our commercial products and product candidates in the following forms:

 Solid
 Silicon Nitride. This form of silicon nitride is a fully dense, load-bearing solid which can be used for devices that require
 high strength, toughness, fracture resistance and low wear. Applications include medical devices – such as interbody spinal
 fusion implants – and non-medical such as electrical and aerospace components.

 Porous
 Silicon Nitride. While this form of silicon nitride has a chemical composition that is identical to that of our monolithic solid
 silicon nitride, this formulation has a porous structure, which is engineered to mimic cancellous bone, the spongy bone tissue that
 typically makes up the interior of human bones. Our porous silicon nitride has interconnected pores ranging in size between about
 90 and 600 microns, which is similar to that of cancellous bone. This form of silicon nitride can be used for the promotion of bone
 in-growth and attachment. We believe our porous silicon nitride can act as a substitute for the orthobiologics currently used to
 fill interbody devices in an effort to stimulate fusion, as a bone void filler, and as a porous scaffold for medical devices.

 Silicon
 Nitride Powder. We can produce silicon nitride powder that is osteogenic and antipathogenic. This powder can then be utilized
 to produce composites or coatings.

 Composites
 of Silicon Nitride and PEEK and PEKK. We have demonstrated in the laboratory that it is possible to compound our silicon nitride
 powder and the polymers PEEK and PEKK and that the ensuing composite material maintains the bioactive properties of silicon nitride.
 We have engaged academic and commercial partners to assist us in developing this technology and have received NIH grants to assist
 in advancing this work. This composite material would allow the straightforward machinability of complex spine and CMF devices that
 would be more challenging to manufacture from silicon nitride alone.

 Silicon
 Nitride Coating. With a similar chemical composition as our other forms of silicon nitride, this form of silicon nitride can
 be applied as an adherent coating to metallic substrates, including cobalt-chromium, titanium and steel alloys, polymers, and ceramics.
 We believe applying an extremely thin layer of silicon nitride as a coating may provide a highly wear-resistant articulation surface,
 such as on femoral heads, which may reduce problems associated with metal or polymer wear debris. We also believe that the silicon
 nitride coating can be applied to devices that require firm fixation and functional connections between the device or implant and
 the surrounding tissue, such as hip stems and screws. The use of silicon nitride coating may also create an antibacterial, antiviral,
 and antifungal barrier between the device and the adjacent bone or tissue. We are currently evaluating several different coating
 technologies.

 We
believe we are the only FDA-registered and ISO 13485:2016 certified silicon nitride medical device manufacturing facility in the world,
and the only provider of structural ceramics-based medical devices used for spinal fusion applications. Silicon nitride is a chemical
compound comprised of the element's silicon and nitrogen, with the chemical formula Si 3 N 4. Silicon nitride,
an advanced ceramic, is lightweight, resistant to fracture and strong, and is used in many demanding mechanical, thermal and wear applications,
such as in space shuttle bearings, jet engine components, and body armor.

 We
believe our silicon nitride is ideal as an implant material and is superior to other biomaterials currently used in the spine implant
market such as PEEK, allograft and autograft bone, metal and traditional oxide ceramics, none of which possess all of the favorable characteristics
of silicon nitride:

 Promotes
 Bone Growth. Our silicon nitride is osteointegrative through its inherent surface topography and surface chemistry. The surface
 topography provides scaffolding for new bone growth. As a hydrophilic material, silicon nitride attracts protein cells and nutrients
 that stimulate osteoprogenitor cells to differentiate into osteoblasts, which are needed for optimal bone growth environments. Our
 silicon nitride has an inherent surface chemistry that favors bone formation and healing, much more so than PEEK and metals. These
 properties were highlighted in an in vivo study, where we measured the force required to separate devices from the spine after
 being implanted for three months, which indicates the quality of osteointegration. In the absence of bacteria, the force required
 to separate our silicon nitride from its surrounding bone was approximately three times that of PEEK, and nearly two times that of
 titanium. In the presence of bacteria, the force required to separate our silicon nitride from its surrounding bone was over five
 times that of titanium, while there was effectively no separation force required for PEEK, indicating essentially no osteointegration
 in a septic environment.

 Antibacterial.
 We have demonstrated in in vitro and in vivo studies that silicon nitride has inherent surface antibacterial properties,
 which reduce the risk of bacterial infection and biofilm in and around a silicon nitride device. PEEK, traditional ceramics, metals
 and bone do not have this bacterial resistance. These properties were highlighted in an in vitro study (Acta Biomater. 2012
 Dec;8(12):4447-54. Doi: 10.1016/j.actbio.2012.07.038. Epub 2012 Jul 31.), where live bacteria counts were between 8 and 30 times
 lower on our silicon nitride than PEEK and up to 8 times lower on our silicon nitride than titanium. In addition to improving patient
 outcomes, we believe the antibacterial properties of our silicon nitride should make it an attractive biomaterial to hospitals and
 surgeons who are not reimbursed by third-party payers for the treatment of acute, implant-related infections. Additionally, silicon
 nitride is synthetic and, therefore, there is a lower risk of disease transmission through cross-contamination or of an adverse auto-immune
 response, sometimes associated with the use of allograft bone.

 Antiviral:
 Solid-surface inactivation of microbial pathogens has ancient roots; the Smith Papyrus (2600~2200 B.C.) described the use of
 copper surfaces to sterilize chest wounds and drinking water. Today, brass and bronze on doorknobs help prevent microbial spread
 in hospitals, and metal particles and surface coatings of selected metals are used in hygiene-sensitive environments, both as inactivators
 and adjuvants in inducing cellular immunity. Cellular toxicity limits these approaches because while the reactive oxygen radicals
 generated at metal surfaces efficiently kill bacteria and viruses, they also damage cells by oxidizing their proteins and lipids.
 Recent data have shown that silicon nitride surfaces are effective against several types of viruses. With surface-contact transmission
 of viral pathogens, particularly influenza, and the increasing use of consumer touchscreens in various retail industries, we believe
 that our material has value to OEM partners focused on consumer glass-based surface coatings and treatments. We have filed a U.S.
 patent application on this effect.

 Antifungal:
 We have conducted preliminary studies which suggest that our silicon nitride may be effective against fungal microbes. Plant-based
 viruses, bacteria, and fungi affect some 15% of the world's edible crops, or about 1 billion metric tons of edible produce
 annually, with an economic impact in the US and Canada alone estimated to be between $1.5 to $5 Billion per year. The mycotoxins
 produced by these plant fungi have an overall negative impact on human health and longevity. The inorganic nature of silicon nitride
 may prove to be more beneficial than the use of petrochemical or organometallic fungicides which are known to have residual effects
 in soil, on plants, and in fruit.

 Imaging
 Compatible. Our silicon nitride interbody spinal fusion devices are semi-radiolucent, clearly visible in X-rays, and produce
 no distortion under MRI and no scattering under CT. These characteristics enable an exact view of the device for precise intra-operative
 placement and post-operative bone fusion assessment in spinal fusion procedures. These qualities provide surgeons with greater certainty
 of outcomes with our silicon nitride devices than with other biomaterials, such as PEEK and metals.

 Hard,
 Strong and Resistant to Fracture. Our silicon nitride is hard, strong and possesses superior resistance to fracture over traditional
 ceramics and greater strength than polymers currently on the market. For example, our silicon nitride's flexural strength is
 more than five times that of PEEK and our silicon nitride's compressive strength is over twenty times that of PEEK. Unlike
 PEEK interbody spinal fusion devices, we believe our silicon nitride interbody spinal fusion devices can withstand the forces exerted
 during implantation and daily activities over the long term.

 Resistant
 to Wear. We believe our silicon nitride joint implant product candidates could have higher resistance to wear than metal-on-cross-linked
 polyethylene and traditional oxide ceramic-on-cross-linked polyethylene joint implants, the two most commonly used total hip replacement
 implants. Wear debris associated with metal implants increases the risk of metal sensitivity and metallosis. It is a primary reason
 for early failures of metal and polymer articulating joint components.

 Non-Corrosive.
 Our silicon nitride does not have the drawbacks associated with the corrosive nature of metal within the body, including metal
 sensitivity and metallosis, nor does it result in the release of metal ions into the body. As a result, we believe our silicon nitride
 products will have lower revision rates and fewer complications than comparable metal and traditional oxide ceramic products.

 High
 Dielectric Breakdown. Our silicon nitride has electrical properties that make it well suited for aerospace engine ignitor applications.

 We
and a number of independent third parties have conducted extensive biocompatibility, biomechanical, in vivo and in vitro testing
on our silicon nitride composition to establish its safety and efficacy in support of regulatory clearance of our biomaterial, products
and product candidates. We have also completed additional testing of our silicon nitride products and product candidates. The results
of this testing have been published in over 130 peer reviewed publications and presentations that include basic science studies, small-
and large-animal data, and human clinical studies. We believe that our product development strategy is consistent with the manner in
which other biomaterials have been successfully introduced into the market and adopted as the standard of care.

 Other
Advanced Ceramic Products

 Ceramic
Armor

 In
2021, SINTX entered the ceramic armor market through the purchase of assets from B4C, LLC, Dayton, Ohio, and a technology partnership
with Precision Ceramics USA. SINTX operates its armor business through its wholly owned subsidiary SINTX Armor, Inc. SINTX will develop
and manufacture high-performance ceramics for personnel, aircraft, and vehicle armor including a 100% boron carbide material for ultimate
lightweight performance in ballistic applications, and a composite material made of boron carbide and silicon carbide for exceptional
multi-hit performance against ballistic threats. The demand for ceramic armor has been propelled in the defense industries and is increasingly
being used in the manufacturing of vests, backpacks, and vehicle panels for military applications. Since its introduction during the
Vietnam War, ceramic armor has developed into a modern solution for defeating ballistic threats. Armor solutions utilizing ceramics are
commonly used to protect vehicles, personnel, aircraft, and marine vessels due to their light weight and high hardness.

 Boron
carbide has additional uses including wear components – such as nozzles – and as a neutron absorber in nuclear reactors.
SINTX is pursuing opportunities in these market segments as well.

 We
have signed a 10-year lease at a building near our headquarters in Salt Lake City, Utah to house development and manufacturing activities
for SINTX Armor. The Company has relocated the B4C assets from Dayton into this facility and has made necessary upgrades to the facility
infrastructure to operate the equipment.

 A
furnace used for our SINTX Armor manufacturing operations overheated and is no longer functional. We have been informed by our insurance
carrier that a covered loss has occurred, and coverage is available for the Company's claim submitted with respect to the sintering
furnace that overheated at SINTX Armor in October 2023. The Company will be replacing the damaged furnace and expects the repaired furnace
to be up and running in the 4th quarter 2024. Company management continues to work with third parties to temporarily outsource the sintering
process.

 Technology
Assessment and Transfer ("TA&T")

 TA&T's
primary area of expertise is material processing and fabrication know-how for a broad spectrum of monolithic ceramic, ceramic composite,
and coating materials. Primary technologies include Additive Manufacturing (3D Printing) of ceramics and metals, low-cost fabrication
of fiber reinforced ceramic matrix composites (CMCs) and refractory chemical vapor deposited (CVD) coatings, transparent ceramics for
ballistic armor and optical applications, and magnetron sputtered (PVD) coatings for lubrication, wear resistance and environmental barrier
coatings for CMCs. TA&T also provides a host of services that include 3D printing, PVD-CVD coatings, material processing-CMCs, CIP,
PS, HP, HIP, and material characterization for powders and finished parts-TGA/DSC, PSD. SA, Dilatometry, UV-VIS and FTIR transmission,
haze and clarity.

 Our
Competitive Strengths

 We
believe we can use our silicon nitride technology platform to become a leading advanced ceramic company and have the following principal
competitive strengths:

 Sole
 Provider of Silicon Nitride Medical Devices. We believe we are the only company that designs, develops, manufactures and sells
 medical grade silicon nitride-based products. Due to its key characteristics, we believe our silicon nitride enables us to offer
 new and transformative products across multiple medical specialties. In addition, with the FDA clearance of our silicon nitride Valeo
 products, we are the only company to develop and manufacture a ceramic for use in FDA cleared spinal fusion medical devices in the
 United States.

 In-House
 Manufacturing Capabilities. We operate a 19,000 square foot manufacturing facility located at our corporate headquarters in Salt
 Lake City, Utah. This operation complies with the FDA's quality system regulation, or QSR, and is certified under the International
 Organization for Standardization's, or ISO, standard 13485:2016 for medical devices. This facility allows us to rapidly design
 and produce silicon nitride products while controlling the entire manufacturing process from raw material to finished components.
 We have signed a 10-year lease at a building near its headquarters in Salt Lake City, Utah to house development and manufacturing
 activities for SINTX Armor. TA&T operates out of two facilities in Millersville, MD totaling 15,840 square feet. Subsequent to
 December 31, 2023 we entered into an amended lease agreement reducing this area to 13,560 square feet.

 Extensive
 Network of Scientific Collaborators. We have developed strong, multi-year, collaborative relationships with surgeons who have
 used our products. These surgeons have supported us in collecting clinical data on silicon nitride and on reporting the successful
 patient outcomes they have observed. We also have long standing relations with university laboratories in Japan and the US and participate
 in a European consortium on silicon nitride.

 Highly
 Experienced Management and Technical Advisory Team. Members of our management team have extensive experience in silicon nitride,
 ceramics, research and development, manufacturing and operations, product development, launching of new silicon nitride products
 into multiple industries. We also collaborate with a network of leading technical advisors in the design, development and use of
 our silicon nitride products and product candidates.

 Our
Strategy

 Our
goal is to become a leading advanced ceramics company. Key elements of our strategy to achieve this goal are the following:

 Develop
 additional commercial opportunities outside of the medical device market. We have pursued the development of non-medical uses
 for our silicon nitride since selling the retail spine business in 2018. In 2019, we became ITAR-registered and obtained AS9100D
 certification of our quality management system. We have hired experienced business development employees to identify new markets
 and applications for our materials and develop commercial relationships. We made the first shipments of non-medical products in our
 history in 2020, and several of these have transitioned from prototype to regular production orders. The launch of SINTX Armor will
 generate revenue from new products. The acquisition of TA&T brings revenue from multiple markets that we have previously not
 participated in

 Develop
 new silicon nitride manufacturing technologies. Our current manufacturing process has allowed us to successfully produce spinal
 implants for over 10 years. We have made advancements in our processes – including the purchase of new manufacturing equipment
 – which we have leveraged to develop new porous and textured implants. In 2021, SINTX purchased new equipment for its research
 and development team to develop new composite products of silicon nitride with rigid polymers and fabrics. We have received three
 NIH grants to develop 3D printed silicon nitride / polymer implantable medical devices.

 Apply
our silicon nitride technology platform to new medical opportunities. We believe our biomaterial expertise, flexible manufacturing
process, and strong intellectual property will allow us to transition currently available medical device products made of inferior biomaterials
and manufacture them using silicon nitride and our technology platform to improve their characteristics. We are seeking partnerships
to utilize our capabilities and manufacture products for medical OEM and private label partnerships. We see specific opportunities in
markets such as foot and ankle, dental, maxillofacial, and arthroplasty.

 Develop
 new products with anti-pathogenic properties, including inactivation of the SARS-CoV-2 virus, utilizing our silicon nitride technology.
 We have conducted multiple tests over the last nine years which have identified and verified the antipathogenic properties of
 our silicon nitride powders, fully dense components, and silicon nitride-containing composites. Our research has explored the fundamental
 mechanisms responsible for these antipathogenic properties with the objective of developing commercial products and revenue from
 them. We have several partnerships exploring opportunities in face masks, filters, wound care, and coatings.

 Market
Opportunity

 Biomedical

 We
believe our silicon nitride biomaterial technology platform provides us with numerous competitive advantages in the biomaterials market.
We manufacture interbody spinal fusion devices for CTL Amedica and have approximately 4 years remaining of a 10-year exclusive right
to continue to manufacture them for CTL Amedica. We are developing products on our own behalf and for third party manufacturers –
including CTL – for use as components in spine, total hip and knee joint replacements, as well as dental, foot & ankle, and
maxillofacial applications. We believe we can also utilize our silicon nitride technology platform to develop future products in additional
medical and non-medical markets.

 We
believe that the main drivers for growth within the orthopedic biomaterials market are the following:

 Introduction
 of New Technologies. Better performing and longer-lasting biomaterials, improved diagnostics, and advances in surgical procedures
 allow for surgical intervention earlier in the continuum of care and better outcomes for patients. We believe surgical options using
 better performing and longer-lasting biomaterials will gain acceptance among surgeons and younger patients and drive accelerated
 growth and increase the size of the spinal fusion and joint replacement markets.

 Favorable
 and Changing Demographics. With the growing number of elderly people, age-related ailments are expected to rise sharply, which
 we believe will increase the demand and need for biomaterials and devices with improved performance capabilities. Also, middle-aged
 and older patients increasingly expect to enjoy active lifestyles, and consequently demand effective treatments for painful spine
 and joint conditions, including better performing and longer-lasting interbody spinal fusion devices and joint replacements.

 Market
 Expansion into New Geographic Areas. We anticipate that demand for biomaterials and the associated medical devices will increase
 as the applications in which biomaterials are used are introduced to and become more widely accepted in underserved countries, such
 as Brazil and China. We also expect to introduce our products into established markets such as Australia and Japan.

 Technical
Ceramics

 We
believe there is significant potential for us to leverage our experience and operational discipline with silicon nitride spinal implants
and enter non-medical markets for technical ceramics. The excellent mechanical, electrical, and thermal properties of our silicon nitride
make it ideal for highly demanding applications in aerospace, welding, and other industrial applications. Our AS9100D certification and
ITAR registration for the silicon nitride factory have allowed us to obtain orders for aerospace components – initially prototype
orders which have now become regular production orders. In January 2024 we announced that we entered into a 10-year, Long-Term Agreement
(LTA) with a leading manufacturer of aerospace components and systems. Under the LTA, we will manufacture and supply key ceramic aircraft
engine components which have been qualified through a rigorous evaluation process. Furthermore, there are few US-based manufacturers
of silicon nitride which means there are limited options for those markets that require domestically produced material.

 Since
announcing our intent to enter the ceramic armor market in 2021, we have received many inquiries for aircraft, vehicle, and body armor.
The war in Ukraine has further increased the worldwide need for ceramic armor. Our Salt Lake City armor facility will produce boron carbide
and boron carbide/silicon carbide composite armor – materials which are some of the strongest, lightest weight options for ceramic
armor. We are developing female-specific torso plates with a partner and expect this market to grow. We also have early-stage relationships
with integrators for body armor and aircraft armor.

 The
acquisition of TA&T has brought well-established relationships with multiple US government agencies to produce new ceramic materials
for leading-edge applications in aerospace and energy. TA&T has wide ranging manufacturing capabilities for ceramic coatings, 3D
printed ceramics, and transparent ceramic armor. These technologies have been used in over a hundred government research contracts throughout
TA&T's history and are still utilized in the development of novel ceramic-matrix composites. TA&T has entered into a Cooperative
Research and Development Agreement (CRADA) with the U.S. Army Combat Capabilities Development Command Army Research Laboratory (DEVCOM
ARL). This partnership is expected to leverage the strengths of both organizations in the areas of ceramic additive manufacturing (ceramic
3D printing) and ceramic matrix composites (CMCs). We believe that we can successfully build on TA&T's legacy, obtain new government
contracts, and leverage its wide range of capabilities with materials and manufacturing technologies to increase revenue from non-government
sources.

 Personal
Protective Equipment (PPE)

 We
believe that there is the opportunity for significant growth in the personal protective equipment or PPE market for products that are
shown to have antiviral properties. The Company has demonstrated in controlled research studies the anti-viral properties of its silicon
nitride which may be useful in the reduction of the spread of COVID-19 and other pathogens. The study results demonstrated that our unique
grade of silicon nitride inactivates the SARS-CoV-2 virus within a minute after exposure and has the potential to decrease the risk of
viral disease spread on surfaces. Studies have shown that coronavirus spreads between humans when an infected person coughs or sneezes.
Also, the virus can remain active on a variety of commonly touched surfaces for hours to days. We believe that by incorporating our unique
composition of silicon nitride into products such as face masks and personal protective equipment, it is possible to manufacture surfaces
that inactivate viral particles, thereby limiting the spread of the disease. We envision incorporating our silicon nitride into high-contact
surfaces such as medical equipment, screens, countertops, and doorknobs in locations where viral persistence is a concern, such as homes,
casinos, and cruise ships. To that effect, we have successfully dispersed and embedded silicon nitride particles into nonwoven and woven
fabric fibers.

 The
first area of focus for application of our unique silicon nitride powder is in face masks and face mask filters. Inclusion of silicon
nitride technology into the mask may enhance personal safety while reducing the risk of disease spread. Further applications for this
technology include wound care.

 Intellectual

 We
rely on a combination of patents, trademarks, trade secrets, nondisclosure agreements, proprietary information ownership agreements and
other intellectual property measures to protect our intellectual property rights. We believe that to have a competitive advantage, we
must continue to develop and maintain the proprietary aspects of our technologies.

 We
have fifteen issued U.S. patents, twelve issued foreign patents, fifteen pending U.S. non-provisional patent applications, eighty-one
pending foreign applications and one pending PCT patent application. Our first issued patent expired in 2016, with the last of these
patents expiring in 2039.

 We
have three U.S. patents directed to articulating implants using our high-strength, high toughness doped silicon nitride solid ceramic.
These issued patents, which include US 7,666,229; US 9,051,639; and US 9,517,136 will expire in November 2023, September 2032, and March
2034, respectively.

 We
also have one U.S. patent related to our CSC technology that are directed to implants that have both a dense load-bearing, or cortical,
component and a porous, or cancellous, component, together with a surface coating. The issued patent US 9,649,197 will expire in July
2035.

 In
addition, U.S. Patent No. 10,806,831 directed to antibacterial implants and U.S. Patent No. 11,191,787 directed to antipathogenic devices
were recently issued which will expire in 2037 and 2039, respectively.

 With
respect to PCT patent application serial no. PCT/US2018/014781 directed to antibacterial biomedical implants, we entered the national
stage in Europe, Australia, Brazil, Canada, China, Japan, Hong Kong, and South Korea as well as one divisional patent application filed
in Europe and two divisional applications filed in Japan to seek potential patent protection for our proprietary technologies in those
countries.

 With
respect to PCT patent application serial no. PCT/US2019/026789 directed to methods for improving the wear performance of ceramic-polyethylene
or ceramic-ceramic articulation couples utilized in orthopaedic joint prostheses, we entered the national stage in Australia, Brazil,
Canada, Europe, Japan, Korea, and Mexico to seek patent protection for our proprietary technologies in those countries.

 With
respect to PCT application serial no. PCT/US2019/048072 directed to antipathogenic devices and methods, we entered the national stage
in Europe, Japan, Mexico, Australia, Brazil, Canada, South Korea, China, and India to seek patent protection for our proprietary technologies
in those countries.

 With
respect to PCT application serial no. PCT/US2020/037170 directed to methods of surface functionalization of zirconia-toughened alumina
with silicon nitride, we entered the national stage in Europe, Australia, Brazil, Canada, China, India, Japan, and Mexico to seek patent
protection for our proprietary technologies in those countries.

 With
respect to PCT application serial no. PCT/US2021/014725 directed to antifungal composites and methods thereof, we entered the national
stage in Europe, Brazil, Japan, Australia, Canada, China, India, Mexico, and South Korea to seek patent protection for our proprietary
technologies in those countries.

 With
respect to PCT application serial no. PCT/US2021/027258 directed to antipathogenic face mask, we entered the national stage in Australia,
Brazil, Canada, China, Europe, India, Japan, South Korea, and Mexico to seek patent protection for our proprietary technologies in those
countries.

 With
respect to PCT application serial no. PCT/US2021/027263 directed to systems and methods for rapid inactivation of SARS-CoV2 by silicon
nitride, copper, and aluminum nitride, we entered the national stage in Australia, Brazil, Canada, China, Europe, India, Japan, South
Korea, and Mexico to seek patent protection for our proprietary technologies in those countries.

 With
respect to PCT application serial no. PCT/US2021/038364 directed to antipathogenic devices and methods thereof for antifungal applications,
we entered the national stage in Australia, Brazil, Canada, China, Europe, India, Japan, South Korea, and Mexico to seek patent protection
for our proprietary technologies in those countries.

 With
respect to PCT application serial no. PCT/US2021/028975 directed to methods for laser coating of silicon nitride on a metal substrate,
we entered the national stage in Australia, Brazil, Canada, China, Europe, India, Japan, South Korea, and Mexico to seek patent protection
for our proprietary technologies in those countries.

 With
respect to PCT application serial no PCT/US2021/028641 directed to methods of silicon nitride laser cladding, we entered the national
stage in Australia, Brazil, Canada, China, Europe, India, Japan, South Korea, and Mexico to seek patent protection for our proprietary
technologies in those countries.

 With
respect to PCT application serial no. PCT/US2021/027270 directed to antiviral compositions and devices and methods of use thereof, we
entered the national stage in Australia, Brazil, Canada, China, Europe, India, Japan, South Korea, and Mexico to seek patent protection
for our proprietary technologies in those countries.

 With
respect to PCT application serial no. PCT/US2021/056461 directed to systems and methods for selective laser sintering of silicon nitride
and metal composites, we entered the national stage in Australia, Brazil, Canada, China, Europe, India, Japan, South Korea, and Mexico
to seek patent protection for our proprietary technologies in those countries.

 With
respect to PCT application serial no. PCT/US2021/056452 directed to systems and methods for hot-isostatic pressing to increase nitrogen
content in silicon nitride, we entered the national stage in Australia, Brazil, Canada, China, Europe, India, Japan, South Korea, and
Mexico to seek patent protection for our proprietary technologies in those countries.

 With
respect to PCT application serial no. PCT/US2021/062650 directed to nitride based antipathogenic compositions and devices and method
of use thereof, we entered the national stage in Australia, Brazil, Canada, China, Europe, India, Japan, South Korea, and Mexico to seek
patent protection for our proprietary technologies in those countries.

 With
respect to PCT application serial no. PCT/US2022/023868 directed to systems and methods for physical vapor deposition silicon nitride
coatings having antimicrobial and osteogenic enhancements, we entered the national stage in Australia, Brazil, Canada, China, Europe,
India, Japan, South Korea, and Mexico to seek patent protection for our proprietary technologies in those countries.

 In
relation to the sale of our spine implant business to CTL Medical under the Asset Purchase Agreement dated September 5, 2018, we assigned
our entire right to forty-eight (48) U.S. patents, two (2) foreign patents and three (3) pending patent applications from our patent
portfolio to CTL Medical under that transaction. In addition, three (3) U.S. patents (U.S. patent nos. 9,399,309; 9,517,136; and 9,649,197)
directed to silicon nitride manufacturing processes were licensed to CTL Medical under an irrevocable, fully paid-up, worldwide license
for a ten-year term with CTL Medical also having a Right of First Negotiation to acquire these patents if SINTX decides to later sell
these IP assets to a third party.

 Our
remaining issued patents and pending applications are directed to additional aspects of our products and technologies including, among
other things:

 designs
 for intervertebral fusion devices;

 designs
 for hip implants;

 designs for coated, variable-density, and thin walled implants;

 designs
 for knee implants;

 implants
 with improved antibacterial characteristics;

 implants
 with improved wear performance and surface functionalization

 antipathogenic,
 antibacterial, antimicrobial, antifungal, and antiviral compositions, devices, and methods; and

 methods
 and systems for hot-isostatic pressing laser cladding, laser coating, and laser sintering of silicon nitride.

 We
also expect to rely on trade secrets, know-how, continuing technological innovation and in-licensing opportunities to develop and maintain
our intellectual property position. However, trade secrets are difficult to protect. We seek to protect the trade secrets in our proprietary
technology and processes, in part, by entering into confidentiality agreements with commercial partners, collaborators, employees, consultants,
scientific advisors and other contractors and into invention assignment agreements with our employees and some of our commercial partners
and consultants. These agreements are designed to protect our proprietary information and, in the case of the invention assignment agreements,
to grant us ownership of the technologies that are developed.

 Competition

 The
main alternatives to our silicon nitride biomaterial include: PEEK, which is predominantly manufactured by Invibio; BIOLOX
 delta, which is a traditional oxide ceramic manufactured by CeramTec; allograft bone; metals; and coated metals.

 We
believe our main competitors in the medical device market, which utilize a variety of competitive biomaterials, include: Medtronic, Inc.;
DePuy Synthes Companies, a group of Johnson & Johnson companies; Stryker Corporation; and Zimmer Biomet, Inc. Presently, these companies
buy ceramic components on an OEM basis from manufacturers such as CeramTec, Kyocera and CoorsTek, Inc., among others. We anticipate that
these and other orthopedic companies and OEMs will seek to introduce new biomaterials and products that compete with ours.

 Our
main competitors in the technical ceramics market segment include CoorsTek, Kyocera, and Saint Gobain.

 Our
main competitors in the antipathogenic market segment include BactiGuard and MicroBan.

 Competition
within our industries is primarily based on technology, innovation, product quality, and product awareness and acceptance by customers.
Our principal competitors have substantially greater financial, technical and marketing resources, as well as significantly greater manufacturing
capabilities than we do, and they may succeed in developing products that render our products and product candidates non-competitive.
Our ability to compete successfully will depend upon our ability to develop innovative products with advanced performance features.

 Government
Regulation of Medical Devices

 Governmental
authorities in the United States, at the federal, state and local levels, and other countries extensively regulate, among other things,
the research, development, testing, manufacture, labeling, promotion, advertising, distribution, marketing and export and import of products
such as those we are commercializing and developing. Failure to obtain approval or clearance to market our products and products under
development and to meet the ongoing requirements of these regulatory authorities could prevent us from continuing to market or develop
our products and product candidates.

 United
States

 Pre-Marketing
Regulation

 In
the United States, medical devices are regulated by the FDA. Unless an exemption applies, a new medical device will require either prior
510(k) clearance or approval of a premarket approval application, or PMA, before it can be marketed in the United States. The information
that must be submitted to the FDA in order to obtain clearance or approval to market a new medical device varies depending on how the
medical device is classified by the FDA. Medical devices are classified into one of three classes on the basis of the controls deemed
by the FDA to be necessary to reasonably ensure their safety and effectiveness. Class I devices, which are those that have the lowest
level or risk associated with them, are subject to general controls, including labeling, premarket notification and adherence to the
QSR. Class II devices are subject to general controls and special controls, including performance standards. Class III devices, which
have the highest level of risk associated with them, are subject to most of the previously identified requirements as well as to premarket
approval. Most Class I devices and some Class II devices are exempt from the 510(k) requirements, although manufacturers of these devices
are still subject to registration, listing, labeling and QSR requirements.

 A
510(k) premarket notification must demonstrate that the device in question is substantially equivalent to another legally marketed device,
or predicate device, that did not require premarket approval. In evaluating the 510(k), the FDA will determine whether the device has
the same intended use as the predicate device, and (a) has the same technological characteristics as the predicate device, or (b) has
different technological characteristics, and (i) the data supporting the substantial equivalence contains information, including appropriate
clinical or scientific data, if deemed necessary by the FDA, that demonstrates that the device is as safe and as effective as a legally
marketed device, and (ii) does not raise different questions of safety and effectiveness than the predicate device. Most 510(k)s do not
require clinical data for clearance, but the FDA may request such data. The FDA's goal is to review and act on each 510(k) within
90 days of submission, but it may take longer based on requests for additional information. In addition, requests for additional data,
including clinical data, will increase the time necessary to review the notice. If the FDA does not agree that the new device is substantially
equivalent to the predicate device, the new device will be classified in Class III, and the manufacturer must submit a PMA. Since July
2012, however, with the enactment of the Food and Drug Administration Safety and Innovation Act, or FDASIA, a de novo pathway is directly
available for certain low to moderate risk devices that do not qualify for the 510(k) pathway due to lack of a predicate device. Modifications
to a 510(k)-cleared medical device may require the submission of another 510(k) or a PMA if the changes could significantly affect the
safety or effectiveness or constitute a major change in the intended use of the device.

 Modifications
to a 510(k)-cleared device frequently require the submission of a traditional 510(k), but modifications meeting certain conditions may
be candidates for FDA review under a Special 510(k). If a device modification requires the submission of a 510(k), but the modification
does not affect the intended use of the device or alter the fundamental scientific technology of the device, then summary information
that results from the design control process associated with the cleared device can serve as the basis for clearing the application.
A Special 510(k) allows a manufacturer to declare conformance to design controls without providing new data. When the modification involves
a change in material, the nature of the "new" material will determine whether a traditional or Special 510(k) is necessary.
For example, in its Device Advice on How to Prepare a Special 510(k), the FDA uses the example of a change in a material in a finger
joint prosthesis from a known metal alloy to a ceramic that has not been used in a legally marketed predicate device as a type of change
that should not be submitted as a Special 510(k). However, if the "new" material is a type that has been used in other legally
marketed devices within the same classification for the same intended use, a Special 510(k) is appropriate. The FDA gives as an example
a manufacturer of a hip implant who changes from one alloy to another that has been used in another legally marketed predicate. Special
510(k)s are typically processed within 30 days of receipt.

 The
PMA process is more complex, costly and time consuming than the 510(k) clearance procedure. A PMA must be supported by extensive data
including, but not limited to, technical, preclinical, clinical, manufacturing, control and labeling information to demonstrate to the
FDA's satisfaction the safety and effectiveness of the device for its intended use. After a PMA is submitted, the FDA has 45 days
to determine whether it is sufficiently complete to permit a substantive review. If the PMA is complete, the FDA will file the PMA. The
FDA is subject to performance goal review times for PMAs and may issue a decision letter as a first action on a PMA within 180 days of
filing, but if it has questions, it will likely issue a first major deficiency letter within 150 days of filing. It may also refer the
PMA to an FDA advisory panel for additional review and will conduct a preapproval inspection of the manufacturing facility to ensure
compliance with the QSR, either of which could extend the 180-day response target. While the FDA's ability to meet its performance
goals has generally improved during the past few years, it may not meet these goals in the future. A PMA can take several years to complete
and there is no assurance that any submitted PMA will ever be approved. Even when approved, the FDA may limit the indication for which
the medical device may be marketed or to whom it may be sold. In addition, the FDA may request additional information or request the
performance of additional clinical trials before it will reconsider the approval of the PMA or as a condition of approval, in which case
the trials must be completed after the PMA is approved. Changes to the device, including changes to its manufacturing process, may require
the approval of a supplemental PMA.

 If
a medical device is determined to present a "significant risk," the manufacturer may not begin a clinical trial until it
submits an investigational device exemption, or IDE, to the FDA and obtains approval of the IDE from the FDA. The IDE must be supported
by appropriate data, such as animal and laboratory testing results and include a proposed clinical protocol. These clinical trials are
also subject to the review, approval and oversight of an institutional review board, or IRB, which is an independent and multi-disciplinary
committee of volunteers who review and approve research proposals, and the reporting of adverse events and experiences, at each institution
at which the clinical trial will be performed. The clinical trials must be conducted in accordance with applicable regulations, including
but not limited to the FDA's IDE regulations and current good clinical practices. A clinical trial may be suspended by the FDA,
the IRB or the sponsor at any time for various reasons, including a belief that the risks to the study participants outweigh the benefits
of participation in the trial. Even if a clinical trial is completed, the results may not demonstrate the safety and efficacy of a device
or may be equivocal or otherwise not be sufficient to obtain approval.

 Post-Marketing
Regulation

 After
a device is placed on the market, numerous regulatory requirements apply. These include:

 compliance
 with the QSR, which require manufacturers to follow stringent design, testing, control, documentation, record maintenance, including
 maintenance of complaint and related investigation files, and other quality assurance controls during the manufacturing process;

 labeling
 regulations, which prohibit the promotion of products for uncleared or unapproved or "off-label" uses and impose other
 restrictions on labeling; and

 medical
 device reporting obligations, which require that manufacturers investigate and report to the FDA adverse events, including deaths,
 or serious injuries that may have been or were caused by a medical device and malfunctions in the device that would likely cause
 or contribute to a death or serious injury if it were to recur.

 Failure
to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include any of the following
sanctions:

 warning
 letters;

 fines,
 injunctions, and civil penalties;

 recall
 or seizure of our products;

 operating
 restrictions, partial suspension or total shutdown of production;

 refusal
 to grant 510(k) clearance or PMA approvals of new products;

 withdrawal
 of 510(k) clearance or PMA approvals; and

 criminal
 prosecution.

 To
ensure compliance with regulatory requirements, medical device manufacturers are subject to market surveillance and periodic, pre-scheduled
and unannounced inspections by the FDA, and these inspections may include the manufacturing facilities of our subcontractors.

 International
Regulation

 International
sales of medical devices are subject to foreign government regulations, which vary substantially from country to country. The time required
to obtain approval by a foreign country may be longer or shorter than that required for FDA approval, and the requirements may differ.
For example, the primary regulatory authority with respect to medical devices in Europe is that of the European Union. The European Union
consists of 28 countries and has a total population of over 500 million people. The unification of these countries into a common market
has resulted in the unification of laws, standards and procedures across these countries, which may expedite the introduction of medical
devices like those we are offering and developing. Norway, Iceland, Lichtenstein and Switzerland are not members of the European Union
but have transposed applicable European medical device laws into their national legislation. Thus, a device that is marketed in the European
Union may also be recognized and accepted in those four non-member European countries as well.

 The
European Union has adopted numerous directives and standards regulating the design, manufacture, clinical trials, labeling and adverse
event reporting for medical devices. Devices that comply with the requirements of relevant directives will be entitled to bear CE Conformity
Marking, indicating that the device conforms to the essential requirements of the applicable directives and, accordingly, can be commercially
distributed throughout the European Union. Actual implementation of these directives, however, may vary on a country-by-country basis.
The CE Mark is a mandatory conformity mark on medical devices distributed and sold in the European Union and certifies that a medical
device has met applicable requirements.

 The
method of assessing conformity varies, but normally involves a combination of self-assessment by the manufacturer and a third-party assessment
by a "Notified Body." Notified Bodies are independent testing houses, laboratories, or product certifiers authorized by the
European Union member states to perform the required conformity assessment tasks, such as quality system audits and device compliance
testing. An assessment by a Notified Body based within the European Union is required in order for a manufacturer to distribute the product
commercially throughout the European Union. Medium and higher risk devices require the intervention of a Notified Body which will be
responsible for auditing the manufacturer's quality system. The Notified Body will also determine whether or not the product conforms
to the requirements of the applicable directives. Devices that meet the applicable requirements of E.U. law and have undergone the appropriate
conformity assessment routes will be granted CE "certification." The CE Mark is mandatory for medical devices sold not only
within the countries of the European Union but more generally within most of Europe. As many of the European standards are converging
with international standards, the CE Mark is often used on medical devices manufactured and sold outside of Europe (notably in Asia that
exports many manufactured products to Europe). CE Marking gives companies easier access into not only the European market but also to
Asian and Latin American markets, most of whom recognize the CE Mark on medical device as a mark of quality and adhering to international
standards of consumer safety, health or environmental requirements.

 Compliance
with Healthcare Laws

 We
must comply with various U.S. federal and state laws, rules and regulations pertaining to healthcare fraud and abuse, including anti-kickback
and false claims laws, rules, and regulations, as well as other healthcare laws in connection with the commercialization of our products.
Fraud and abuse laws are interpreted broadly and enforced aggressively by various state and federal agencies, including the U.S. Department
of Justice, the U.S. Office of Inspector General for the Department of Health and Human Services and various state agencies.

 We
have entered into agreements with certain surgeons for assistance with the design of our products, some of whom we anticipate may make
referrals to us or order our products. A majority of these agreements contain provisions for the payments of royalties. In addition,
some surgeons currently own shares of our stock. We have structured these transactions with the intention of complying with all applicable
laws, including fraud and abuse, data privacy and security, and transparency laws. Despite this intention, there can be no assurance
that a particular government agency or court would determine our practices to be in full compliance with such laws. We could be materially
impacted if regulatory or enforcement agencies or courts interpret our financial arrangements with surgeons to be in violation of healthcare
laws, including, without limitation, fraud and abuse, data privacy and security, or transparency laws.

 The
U.S. federal Anti-Kickback Statute prohibits persons, including a medical device manufacturer (or a party acting on its behalf), from
knowingly or willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in exchange for or to induce either
the referral of an individual for a service or product or the purchasing, ordering, arranging for, or recommending the ordering of, any
service or product for which payment may be made by Medicare, Medicaid or any other federal healthcare program. This statute has been
interpreted to apply to arrangements between medical device manufacturers on one hand and healthcare providers on the other. The term
"remuneration" is not defined in the federal Anti-Kickback Statute and has been broadly interpreted to include anything of
value, such as cash payments, gifts or gift certificates, discounts, waiver of payments, credit arrangements, ownership interests, the
furnishing of services, supplies or equipment, and the provision of anything at less than its fair market value. Courts have broadly
interpreted the scope of the law, holding that it may be violated if merely "one purpose" of an arrangement is to induce
referrals, irrespective of the existence of other legitimate purposes. The Anti-Kickback Statute prohibits many arrangements and practices
that are lawful in businesses outside of the healthcare industry. Although there are a number of statutory exemptions and regulatory
safe harbors protecting certain business arrangements from prosecution, the exemptions and safe harbors are drawn narrowly, and practices
that involve remuneration intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify
for an exemption or safe harbor. Our practices may not in all cases meet all of the criteria for safe harbor protection from federal
Anti-Kickback Statute liability. The reach of the Anti-Kickback Statute was broadened by the enacted Patient Protection and Affordable
Care Act of 2010 and the Health Care and Education Affordability Reconciliation Act of 2010, collectively, the Affordable Care Act or
ACA, which, among other things, amends the intent requirement of the federal Anti-Kickback Statute such that a person or entity no longer
needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. In addition, the
ACA provides that the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback
Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act (discussed below) or the civil monetary
penalties statute, which imposes fines against any person who is determined to have presented or caused to be presented claims to a federal
healthcare program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent.
In addition to the federal Anti-Kickback Statute, many states have their own anti-kickback laws. Often, these laws closely follow the
language of the federal law, although they do not always have the same scope, exceptions, safe harbors or sanctions. In some states,
these anti-kickback laws apply not only to payments made by government healthcare programs but also to payments made by other third-party
payors, including commercial insurance companies.

 Sales,
marketing, consulting, and advisory arrangements between medical device manufacturers and sales agents and physicians are subject to
the Anti-Kickback Statute and other fraud and abuse laws. Government officials have focused recent enforcement efforts on, among other
things, the sales and marketing activities of healthcare companies, including medical device manufacturers, and have brought cases against
individuals or entities whose personnel allegedly offered unlawful inducements to potential or existing customers in an attempt to procure
their business. We expect these activities to continue to be a focus of government enforcement efforts. Settlements of these cases by
healthcare companies have involved significant fines and penalties and, in some instances, criminal plea agreements. We are also aware
of governmental investigations of some of the largest orthopedic device companies reportedly focusing on consulting and service agreements
between these companies and orthopedic surgeons. These developments are ongoing, and we cannot predict the effects they will have on
our business.

 The
federal False Claims Act imposes liability on any person that, among other things, knowingly presents, or causes to be presented, a false
or fraudulent claim for payment by a federal healthcare program. The qui tam provisions of the False Claims Act allow a private individual
to bring civil actions on behalf of the federal government alleging that the defendant has submitted a false claim, or has caused such
a claim to be submitted, to the federal government, and to share in any monetary recovery. There are many potential bases for liability
under the False Claims Act. Liability arises, primarily, when a person knowingly submits, or causes another to submit, a false claim
for reimbursement to the federal government. The False Claims Act has been used to assert liability on the basis of inadequate care,
kickbacks, and other improper referrals, and allegations as to misrepresentations with respect to the services rendered. Qui tam actions
have increased significantly in recent years, causing greater numbers of healthcare companies, including medical device manufacturers,
to defend false claim actions, pay damages and penalties, or be excluded from participation in Medicare, Medicaid or other federal or
state healthcare programs as a result of investigations arising out of such actions. In addition, various states have enacted similar
laws analogous to the False Claims Act. Many of these state laws apply where a claim is submitted to any third-party payor and not merely
a federal healthcare program. We are unable to predict whether we would be subject to actions under the False Claims Act or a similar
state law, or the impact of such actions. However, the cost of defending such claims, as well as any sanctions imposed, could adversely
affect our financial performance. The Health Insurance Portability and Accountability Act of 1996, or HIPAA, also created several new
federal crimes, including healthcare fraud and false statements relating to healthcare matters. The healthcare fraud statute prohibits
knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private third-party payors. The false
statements statute prohibits knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially
false, fictitious, or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services.

 In
addition, we may be subject to, or our marketing or research activities may be limited by, data privacy and security regulation by both
the federal government and the states in which we conduct our business. For example, HIPAA and its implementing regulations established
uniform federal standards for certain "covered entities" (healthcare providers, health plans and healthcare clearinghouses)
governing the conduct of certain electronic healthcare transactions and protecting the security and privacy of protected health information.
The American Recovery and Reinvestment Act of 2009, commonly referred to as the economic stimulus package, included expansion of HIPAA's
privacy and security standards called the Health Information Technology for Economic and Clinical Health Act, or HITECH, which became
effective on February 17, 2010. Among other things, HITECH makes HIPAA's privacy and security standards directly applicable to
"business associates"—independent contractors or agents of covered entities that create, receive, maintain, or transmit
protected health information in connection with providing a service for or on behalf of a covered entity. HITECH also increased the civil
and criminal penalties that may be imposed against covered entities, business associates and possibly other persons, and gave state attorneys
general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorney's
fees and costs associated with pursuing federal civil actions. These laws also require the reporting of breaches of protected health
information to affected individuals, regulators and in some cases, local or national media. HIPAA and HITECH impose strict limits on
our physician collaborators' ability to use and disclose patient information on our behalf.

 There
are also an increasing number of state "sunshine" laws that require manufacturers to provide reports to state governments
on pricing and marketing information. Several states have enacted legislation requiring medical device companies to, among other things,
establish marketing compliance programs, file periodic reports with the state, make periodic public disclosures on sales and marketing
activities, and to prohibit or limit certain other sales and marketing practices. In addition, a federal law known as the Physician Payments
Sunshine Act, now requires medical device manufacturers to track and report to the federal government certain payments and other transfers
of value made to physicians and teaching hospitals and ownership or investment interests held by physicians and their immediate family
members. The first reporting period covered only payments or transfers of value made and ownership or investment interests held by physicians
and their immediate family members from August 1, 2013 to December 31, 2013. The federal government disclosed the reported information
on a publicly available website beginning in September 2014. For calendar year 2014, the Physician Payments Sunshine Act will require
medical device manufacturers to report payments and transfers of values made and ownership or investment interests held by physicians
and their immediate family members for the full calendar year. These laws may adversely affect our sales, marketing, and other activities
by imposing administrative and compliance burdens on us. If we fail to track and report as required by these laws or to otherwise comply
with these laws, we could be subject to the penalty provisions of the pertinent state and federal authorities.

 Clinical
research is heavily regulated by FDA regulations for the protection of human subjects (21 C.F.R. 50 and 56) and also the regulations
of the U.S Department of Health and Human Services, or the Common Rule (45 C.F.R 46). Both FDA human subject regulations and the Common
Rule impose restrictions on the involvement of human subjects in clinical research and require, among other things, the balancing of
the risks and benefits of research, the documented informed consent of research participants, initial and ongoing review of research
by an IRB. Similar regulations govern research conducted in foreign countries. Compliance with human subject protection regulations is
costly and time consuming. Failure to comply could substantially and adversely impact our research program and the development of our
products.

 Because
of the breadth of these laws and the narrowness of available statutory and regulatory exemptions, it is possible that some of our business
activities could be subject to challenge under one or more of such laws. If our operations are found to be in violation of any of the
federal and state laws described above or any other governmental regulations that apply to us, we may be subject to penalties, including
criminal and significant civil monetary penalties, damages, fines, imprisonment, exclusion from participation in government healthcare
programs, injunctions, recall or seizure of products, total or partial suspension of production, denial or withdrawal of pre-marketing
product clearances and approvals, private "qui tam" actions brought by individual whistleblowers in the name of the government
or refusal to allow us to enter into supply contracts, including government contracts, and the curtailment or restructuring of our operations.
Public disclosure of privacy and data security violations could cause significant reputational harm. Any of these events could adversely
affect our ability to operate our business and our results of operations. To the extent that any of our products are sold in a foreign
country, we may be subject to similar foreign laws and regulations, which may include, for instance, applicable post-marketing requirements,
including safety surveillance, anti-fraud and abuse laws, implementation of corporate compliance programs, as well as laws and regulations
requiring transparency of pricing and marketing information and governing the privacy and security of health information, such as the
E.U.'s Directive 95/46 on the Protection of Individuals with regard to the Processing of Personal Data, or the Data Directive,
and the wide variety of national laws implementing the Data Directive.

 Third-Party
Reimbursement

 Because
our customers typically receive payment directly from hospitals and surgical centers, we do not anticipate relying directly on payment
for any of our products from third-party payors, such as Medicare, Medicaid, private insurers, and managed care companies. However, our
business will be affected by policies administered by federal and state healthcare programs, such as Medicare and Medicaid, as well as
private third-party payors, which often follow the policies of the state and federal healthcare programs. For example, our business will
be indirectly impacted by the ability of a hospital or medical facility to obtain coverage and third-party reimbursement for procedures
performed using our products. Many hospitals and clinics in the United States belong to group purchasing organizations (that typically
incentivize their hospital members to make a relatively large proportion of purchases from a limited number of vendors of similar products
that have contracted to offer discounted prices). Such contracts often include exceptions for purchasing certain innovative new technologies,
however. Accordingly, the commercial success of our products may also depend to some extent on our ability to either negotiate favorable
purchase contracts with key group purchasing organizations or persuade hospitals and clinics to purchase our product "off contract."
These third-party payors may deny reimbursement if they determine that a device used in a procedure was not medically necessary; was
not used in accordance with cost-effective treatment methods, as determined by the third-party payor; or was used for an unapproved use.
A national or local coverage decision denying Medicare coverage for one or more of our products could result in private insurers and
other third party payors also denying coverage. Even if favorable coverage and reimbursement status is attained for our products, less
favorable coverage policies and reimbursement rates may be implemented in the future. The cost containment measures that third-party
payors and providers are instituting, both within the United States and abroad, could significantly reduce our potential revenues from
the sale of our products and any product candidates. We cannot provide any assurances that we will be able to obtain and maintain third
party coverage or adequate reimbursement for our products and product candidates in whole or in part.

 For
inpatient and outpatient procedures, including those that will involve use of our products, Medicare and many other third-party payors
in the United States reimburse hospitals at a prospectively determined amount. This amount is generally based on one or more diagnosis
related groups, or DRGs, associated with the patient's condition for inpatient treatment and generally based on ambulatory payment
classifications, or APCs, associated with the procedures performed as an outpatient at an ambulation surgicenter. Each DRG or APC is
associated with a level of payment and may be adjusted from time to time, usually annually. Prospective payments are intended to cover
most of the non-physician hospital costs incurred in connection with the applicable diagnosis and related procedures. Implant products,
such as those we plan to sell, represent part of the total procedure costs while labor, hospital room and board, and other supplies and
services represent the balance of those costs. However, the prospective payment amounts are typically set independently of a particular
hospital's actual costs associated with treating a particular patient and implanting a device. Therefore, the payment that a hospital
would receive for a particular hospital visit would not typically take into account the cost of our products.

 Medicare
has established a number of DRGs for inpatient procedures that involve the use of products similar to ours. Although Medicare has authority
to create special DRGs for hospital services that more properly reflect the actual costs of expensive or new-technology devices implanted
as part of a procedure, it has declined to do so in the past, and we do not expect that it will do so with respect to our current products
and product candidates. Medicare's DRG and APC classifications may have implications outside of Medicare, as many other U.S. third-party
payors often use Medicare DRGs and APCs for purposes of determining reimbursement.

 We
believe that orthopedic implants generally have been well received by third-party payors because of the ability of these implants to
greatly reduce long-term healthcare costs for patients with degenerative joint disease. However, coverage and reimbursement policies
vary from payor to payor and are subject to change. As discussed above, hospitals that purchase medical devices for treatment of their
patients generally rely on third-party payors to reimburse all or part of the costs and fees associated with the procedures performed
with these devices. Both government and private third-party coverage and reimbursement levels are critical to new product acceptance.
Neither hospitals nor surgeons are likely to use our products if they do not receive reimbursement for the procedures adequate to cover
the cost of our products.

 While
it is expected that hospitals will be able to obtain coverage for procedures using our products, the level of payment available to them
for such procedures may change over time. State and federal healthcare programs, such as Medicare and Medicaid, closely regulate provider
payment levels and have sought to contain, and sometimes reduce, payment levels. Commercial insurers and managed care plans frequently
follow government payment policies and are likewise interested in controlling increases in the cost of medical care. These third-party
payors may deny payment if they determine that a procedure was not medically necessary, a device used in a procedure was not used in
accordance with cost-effective treatment methods, as determined by the third-party payor, or was used for an unapproved use. Further,
beginning January 1, 2021 and over the course of a three-year period, CMS will eliminate the inpatient only list for Medicare which will
result in all spine procedures being payable in the outpatient setting. Reimbursement levels in the hospital outpatient and ASC settings
are typically lower than for the hospital inpatient setting and may not be adequate to cover the cost of innovative and novel medical
devices.

 In
addition, some payors are adopting pay-for-performance programs that differentiate payments to healthcare providers based on the achievement
of documented quality-of-care metrics, cost efficiencies, or patient outcomes. These programs are intended to provide incentives to providers
to find ways to deliver the same or better results while consuming fewer resources. As a result of these programs, and related payor
efforts to reduce payment levels, hospitals and other providers are seeking ways to reduce their costs, including the amounts they pay
to medical device suppliers. Adverse changes in payment rates by payors to hospitals could adversely impact our ability to market and
sell our products and negatively affect our financial performance.

 In
international markets, healthcare payment systems vary significantly by country and many countries have instituted price ceilings on
specific product lines. There can be no assurance that our products will be considered cost-effective by third-party payors, that reimbursement
will be available or, if available, that the third-party payors' reimbursement policies will not adversely affect our ability to
sell our products profitably.

 Member
countries of the European Union offer various combinations of centrally financed healthcare systems and private health insurance systems.
The relative importance of government and private systems varies from country to country. Governments may influence the price of medical
devices through their pricing and reimbursement rules and control of national healthcare systems that fund a large part of the cost of
those products to consumers. Some jurisdictions operate positive and negative list systems under which products may be marketed only
once a reimbursement price has been agreed upon. Some of these countries may require, as condition of obtaining reimbursement or pricing
approval, the completion of clinical trials that compare the cost-effectiveness of a particular product candidate to currently available
therapies. Some E.U. member states allow companies to fix their own prices for devices but monitor and control company profits. The choice
of devices is subject to constraints imposed by the availability of funds within the purchasing institution. Medical devices are most
commonly sold to hospitals or healthcare facilities at a price set by negotiation between the buyer and the seller. A contract to purchase
products may result from an individual initiative or as a result of a competitive bidding process. In either case, the purchaser pays
the supplier, and payment terms vary widely throughout the European Union. Failure to obtain favorable negotiated prices with hospitals
or healthcare facilities could adversely affect sales of our products.

 Employees

 As
of March 1, 2024, we had 43 employees. We believe that our success will depend, in part, on our ability to attract and retain qualified
personnel. We have never experienced a work stoppage due to labor difficulties and believe that our relations with our employees are
good. None of our employees are represented by labor unions. We strive toward having a diverse team of employees and are committed to
equality, inclusion and workplace diversity.

 ITEM
 1A.

 RISK
 FACTORS

 In
addition to the other information contained in this Annual Report, the following risk factors should be considered carefully in evaluating
our company. Our business, financial condition, liquidity or results of operations could be materially adversely affected by any of these
risks.

 Risks
Related to Our Capital Resources and Impairments

 We
will require additional financing and our failure to obtain additional funding would force us to delay, reduce or eliminate our product
development programs or commercialization efforts.

 We
currently have limited committed sources of capital and we have limited liquidity. Our cash and cash equivalents as of December 31, 2023
was $3.3 million. In February 2024 we closed the public offering of $4.0 million of units consisting of shares of common stock, Pre-funded
Warrants, Class E Warrants and Class F Warrants, resulting in net proceeds to us of approximately $3.7 million. We expect our current
cash and cash equivalents will be sufficient to fund our operations through the second quarter of 2024. We will require substantial future
capital in order to continue to continue operating our business, conduct the 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 of our product candidates.

 We
cannot determine with certainty the duration and completion costs of the current or future development and commercialization of our product
candidates for spinal fusion, joint replacement and coated metals or if, when, or to what extent we will generate revenues from the commercialization
and sale of any of these product candidates for which we obtain regulatory approval. We may never succeed in achieving regulatory approval
for certain or all of these product candidates. The duration, costs and timing of clinical trials and development of our spinal fusion,
joint replacement and coated metal product candidates will depend on a variety of factors, including:

 the
 scope, rate of progress, and expense of our ongoing, as well as any additional, clinical trials and other research and development
 activities;

 future
 clinical trial results we may choose to conduct;

 potential
 changes in government regulation; and

 the
 timing and receipt of any regulatory approvals.

 A
change in the outcome of any of these variables with respect to the development of spinal fusion, joint replacement or coated metal product
candidates could mean a significant change in the costs and timing associated with the development of these product candidates.

 In
addition, if adequate funds to develop our product candidates are not available on a timely basis, we may terminate or delay the development
of one or more of our product candidates, or delay activities necessary to commercialize our product candidates. Additional funding may
not be available to us on acceptable terms, or at all. Any additional equity financing, if available, may not be available on favorable
terms and will most likely be dilutive to our current stockholders, and debt financing, if available, may involve more restrictive covenants.
Our ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm our business, financial
condition and results of operations or could cause us to cease operations.

 The
timing and amount of our future capital requirements will depend on many factors, including:

 the
 level of sales of our current products and the cost of revenue and sales and marketing;

 the
 extent of any clinical trials that we will be required to conduct in support of the regulatory clearance of our total hip and knee
 replacement product candidates;

 the
 scope, progress, results and cost of our product development efforts;

 the
 costs, timing and outcomes of regulatory reviews of our product candidates;

 the
 number and types of products we develop and commercialize;

 the
 costs of preparing, filing and prosecuting patent applications and maintaining, enforcing and defending intellectual property-related
 claims; and

 the
 extent and scope of our general and administrative expenses.

 Raising
additional capital by issuing securities or through debt financings or licensing arrangements will likely cause dilution to existing
stockholders, restrict our operations or require us to relinquish proprietary rights.

 To
the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will likely
be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing,
if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring
additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration and licensing
arrangements with third parties, we may have to relinquish valuable rights to our technologies or products or grant licenses on terms
that are not favorable to us. Any of these events could adversely affect our ability to achieve our product development and commercialization
goals and have a material adverse effect on our business, financial condition and results of operations.

 Risks
Related to Our Business and Strategy

 We
have incurred net losses since our inception and anticipate that we will continue to incur substantial net losses for the foreseeable
future. We may never achieve or sustain profitability.

 We
have incurred substantial net losses since our inception. For the years ended December 31, 2023 and 2022 we incurred a net loss of $8.3
million and $12.0 million, respectively, and used cash in operations of $14.1 million and $10.3 million, respectively. We have an accumulated
deficit of $270.7 and $262.5 million as of December 31, 2023 and 2022 respectively. Our losses have resulted principally from costs incurred
in connection with our sales and marketing activities, research and development activities, manufacturing activities, general and administrative
expenses associated with our operations, impairments on intangible assets and property and equipment, interest expense, loss on extinguishment
of debt and offering costs. Even if we are successful in launching new products into the market, we expect to continue to incur substantial
losses for the foreseeable future as we continue to manufacture products for CTL Medical and other OEM customers and research and develop
and seek regulatory approvals for our product candidates.

 If
sales revenue from any of our products or product candidates that receive marketing clearance from the FDA or other regulatory body is
insufficient, if we are unable to develop and commercialize any of our product candidates, or if our product development is delayed,
we may never become profitable. Even if we do become profitable, we may be unable to sustain or increase our profitability on a quarterly
or annual basis.

 Our
success depends on our ability to successfully commercialize advanced ceramic products for biomedical, industrial, and antipathogenic
applications, which to date have experienced only limited market acceptance.

 We
believe we are the first and only company to use silicon nitride in medical applications. To date, however, we have had limited acceptance
of our silicon nitride-based products and prior to the disposition of our spine implant business to CTL, our product revenue was derived
substantially from our non-silicon nitride products. In order to succeed in our goal of becoming a leading advanced ceramics company,
we must increase market awareness of our silicon nitride interbody spinal fusion products in conjunction with CTL, and develop and launch
new biomedical, industrial, and antipathogenic products. If we fail in any of these endeavors or experience delays in pursuing them,
we will not generate revenues as planned and will need to curtail operations or seek additional financing earlier than otherwise anticipated.

 Our
current biomedical products and our future products may not be accepted by hospitals and surgeons and may not become commercially successful.

 With
the sale of our spine implant business to CTL we are now largely dependent on the efforts of CTL to sell the spinal fusion products that
we manufacture and then sell to CTL. If CTL is not able to sell such products or is unable to increase demand for such products, then
our revenues will decline. Since obtaining regulatory clearance from the FDA for our first silicon nitride spinal fusion products in
2008, we have not been able to obtain significant market share of the interbody spinal fusion market, and CTL may not obtain such market
share in the future. Even if we receive regulatory clearances or approvals for our other product candidates in development, these product
candidates may not gain market acceptance among customers.

 The
orthopedic market is highly competitive, and we may not be able to compete effectively against the larger, well-established companies
that dominate this market or emerging and small innovative companies that may seek to obtain or increase their share of the market.

 The
markets for orthopedic products are intensely competitive, and many of our competitors are much larger and have substantially more financial
and human resources than we do. Many have long histories and strong reputations within the industry, and a relatively small number of
companies dominate these markets. Medtronic, Inc.; DePuy Synthes Companies, a group of Johnson & Johnson companies; Stryker Corporation;
Zimmer-Biomet, Inc.; Zimmer Holdings, Inc.; and Smith & Nephew plc, account for a significant number of orthopedic sales worldwide.

 These
companies enjoy significant competitive advantages over us, including:

 broad
 product offerings, which address the needs of orthopedic surgeons and hospitals in a wide range of procedures;

 products
 that are supported by long-term clinical data;

 greater
 experience in, and resources for, launching, marketing, distributing and selling products, including strong sales forces and established
 distribution networks;

 existing
 relationships with orthopedic surgeons;

 extensive
 intellectual property portfolios and greater resources for patent protection;

 greater
 financial and other resources for product research and development;

 greater
 experience in obtaining and maintaining FDA and other regulatory clearances and approvals for products and product enhancements;

 established
 manufacturing operations and contract manufacturing relationships;

 significantly
 greater name recognition and widely recognized trademarks; and

 established
 relationships with healthcare providers and payers.

 Our
products and any product candidates that we may introduce into the market may not enable us to overcome the competitive advantages of
these large and dominant orthopedic companies. In addition, even if we successfully introduce additional product candidates incorporating
our silicon nitride biomaterial into the market, emerging and small innovative companies may seek to increase their market share and
they may eventually possess competitive advantages, which could adversely impact our business. Our competitors may also employ pricing
strategies that could adversely affect the pricing of our products and pricing in the spinal fusion and total joint replacement market
generally.

 Moreover,
many other companies are seeking to develop new biomaterials and products which may compete effectively against our products in terms
of performance and price. For example, Smith & Nephew has developed a ceramic-coated metal, known as Oxinium, which may overcome
certain of the limitations of metal joint replacement products and could directly compete with our silicon nitride and silicon nitride-coated
product candidates.

 The
manufacturing process for our silicon nitride products is complex and requires sophisticated state-of-the-art equipment, experienced
manufacturing personnel and highly specialized knowledge. If we are unable to manufacture our silicon nitride products on a timely basis
consistent with our quality standards, our results of operation will be adversely impacted.

 In
order to control the quality, cost and availability of our silicon nitride products, we developed our own manufacturing capabilities.
We operate a 31,000 square foot facility which is certified under the ISO 13485 medical device manufacturing standard for medical devices
and operates under the FDA's quality systems regulations, or QSRs. All operations with the exception of raw material production
are performed at this facility.

 We
are the sole manufacturer of our silicon-nitride based products. Our reliance solely on our internal resources to manufacture our silicon
nitride products entails risks to which we would not be subject if we had secondary suppliers for their manufacture, including:

 the
 inability to meet our product specifications and quality requirements consistently;

 a
 delay or inability to procure or expand sufficient manufacturing capacity to meet additional demand for our products;

 manufacturing
 and product quality issues related to the scale-up of manufacturing;

 the
 inability to produce a sufficient supply of our products to meet product demands;

 the
 disruption of our manufacturing facility due to equipment failure, natural disaster or failure to retain key personnel; and

 our
 inability to ensure our compliance with regulations and standards of the FDA, including QSRs, and corresponding state and international
 regulatory authorities, including the CFDA.

 Any
of these events could lead to a reduction in our product sales, product launch delays, failure to obtain regulatory clearance or approval
or impact our ability to successfully sell our products and commercialize our products candidates.

 We
depend on a limited number of third-party suppliers for key raw materials used in the manufacturing of our silicon nitride products,
and the loss of these third-party suppliers or their inability to supply us with adequate raw materials could harm our business.

 We
rely on a limited number of third-party suppliers for the raw materials required for the production of our silicon nitride products and
product candidates. Our dependence on a limited number of third-party suppliers involves several risks, including limited control over
pricing, availability, quality, and delivery schedules for raw materials. We have no supply agreements in place with any of our suppliers
and cannot be certain that our current suppliers will continue to provide us with the quantities of raw materials that we require or
that satisfy our anticipated specifications and quality requirements. Any supply interruption in limited or single sourced raw materials
could materially harm our ability to manufacture our products until a new source of supply, if any, could be identified and qualified.
We may be unable to find a sufficient alternative supply channel within a reasonable time or on commercially reasonable terms. Any performance
failure on the part of our suppliers could delay the production of our silicon nitride products and product candidates and delay the
development and commercialization of our product candidates, including limiting supplies necessary for commercial sale, clinical trials
and regulatory approvals, which could have a material adverse effect on our business.

 In
order to be successful, we must expand our available product lines by commercializing new product candidates, but we may not be able
to do so in a timely fashion and at expected costs, or at all.

 Although
we are currently manufacturing silicon nitride interbody spinal fusion implants for CTL, in order to be successful, we will need to expand
our product lines to include other advanced ceramic products for both medical and non-medical applications. Therefore, we are developing
new manufacturing technologies and new product candidates including our new ceramic armor products. To succeed in our commercialization
efforts, we must effectively continue product development and testing, find new strategic partners, obtain regulatory clearances and
approvals, and enhance our sales and marketing capabilities. Because of these uncertainties, there is no assurance that we will succeed
in bringing any of our current or future product candidates to market. If we fail in bringing our product candidates to market, or experience
delays in doing so, we will not generate revenues as planned and will need to curtail operations or seek additional financing earlier
than otherwise anticipated.

 We
will depend on one or more strategic partners to develop and commercialize our biomedical and antipathogenic product candidates, and
if our strategic partners are unable to execute effectively on our agreements with them, we may never become profitable.

 We
are seeking strategic partners to develop and commercialize our biomedical and antipathogenic product candidates. We will be reliant
on our strategic partners to develop and commercialize these product candidates, although we have not yet entered into an agreement with
any strategic partner to develop products and may be unable to do so on agreeable terms. In order to succeed in our joint commercialization
efforts, we and any future partners must execute effectively on all elements of a combined business plan, including continuing to establish
sales and marketing capabilities, manage certified, validated and effective commercial-scale manufacturing operations, conduct product
development and testing, and obtain regulatory clearances and approvals for our product candidates. If we or any of our strategic partners
fail in any of these endeavors, or experience delays in pursuing them, we will not generate revenues as planned and will need to curtail
operations or seek additional financing earlier than otherwise anticipated.

 Part
of our strategy is to establish and develop OEM partnerships and arrangements, which subjects us to various risks.

 Because
we believe silicon nitride is a superior platform and technology for application in the spine, total joint and other markets and industrial
applications, we are establishing OEM partnerships with other companies to replace their materials and products with silicon nitride.
Sales of products to OEM customers will expose our business to a number of risks. Sales through OEM partners could be less profitable
than direct sales. Sales of our products through multiple channels could also confuse customers and cause the sale of our products to
decline. In addition, OEM customers will require that products meet strict standards. Our compliance with these requirements could result
in increased development, manufacturing, warranty and administrative costs. A significant increase in these costs could adversely affect
our operating results. If we fail to meet OEM specifications on a timely basis, our relationships with our OEM partners may be harmed.
Furthermore, we would not control our OEM partners, and they could sell competing products, may not incorporate our technology into their
products in a timely manner and may devote insufficient sales efforts to the OEM products.

 If
hospitals and other healthcare providers are unable to obtain coverage or adequate reimbursement for procedures performed with our products,
it is unlikely our products will be widely used.

 In
the United States, the commercial success of our spinal products will depend, in part, on the extent to which governmental payers at
the federal and state levels, including Medicare and Medicaid, private health insurers and other third-party payers provide coverage
for and establish adequate reimbursement levels for procedures utilizing our products. Because we typically receive payment directly
from the companies for whom we manufacture, we do not anticipate relying directly on payment from third-party payers for our products.
However, hospitals and other healthcare providers that purchase orthopedic products manufactured by us from our customers for treatment
of their patients generally rely on third-party payers to pay for all or part of the costs and fees associated with our products as part
of a "bundled" rate for the associated procedures. The existence of coverage and adequate reimbursement for our products
and the procedures performed with them by government and private payers is critical to market acceptance of our existing and future products.
Neither hospitals nor surgeons are likely to use our products if they do not receive adequate reimbursement for the procedures utilizing
our products.

 Many
private payers currently base their reimbursement policies on the coverage decisions and payment amounts determined by the Centers for
Medicare and Medicaid Services, or CMS, which administers the Medicare program. Others may adopt different coverage or reimbursement
policies for procedures performed with our products, while some governmental programs, such as Medicaid, have reimbursement policies
that vary from state to state, some of which may not pay for the procedures performed with our products in an adequate amount, if at
all. A Medicare national or local coverage decision denying coverage for one or more of our products could result in private and other
third-party payers also denying coverage for our products. Third-party payers also may deny reimbursement for our products if they determine
that a product used in a procedure was not medically necessary, was not used in accordance with cost-effective treatment methods, as
determined by the third-party payer, or was used for an unapproved use. Unfavorable coverage or reimbursement decisions by government
programs or private payers underscore the uncertainty that our products face in the market and could have a material adverse effect on
our business.

 Many
hospitals and clinics in the United States belong to group purchasing organizations, which typically incentivize their hospital members
to make a relatively large proportion of purchases from a limited number of vendors of similar products that have contracted to offer
discounted prices. Such contracts often include exceptions for purchasing certain innovative new technologies, however. Accordingly,
the commercial success of our products may also depend to some extent on our ability to either negotiate favorable purchase contracts
with key group purchasing organizations and/or persuade hospitals and clinics to purchase our product "off contract."

 The
healthcare industry in the United States has experienced a trend toward cost containment as government and private payers seek to control
healthcare costs by paying service providers lower rates. While it is expected that hospitals will be able to obtain coverage for procedures
using our products, the level of payment available to them for such procedures may change over time. State and federal healthcare programs,
such as Medicare and Medicaid, closely regulate provider payment levels and have sought to contain, and sometimes reduce, payment levels.
Private payers frequently follow government payment policies and are likewise interested in controlling increases in the cost of medical
care. In addition, some payers are adopting pay-for-performance programs that differentiate payments to healthcare providers based on
the achievement of documented quality-of-care metrics, cost efficiencies, or patient outcomes. These programs are intended to provide
incentives to providers to deliver the same or better results while consuming fewer resources. As a result of these programs, and related
payer efforts to reduce payment levels, hospitals and other providers are seeking ways to reduce their costs, including the amounts they
pay to medical device manufacturers. We may not be able to sell our implants profitably if third-party payers deny or discontinue coverage
or reduce their levels of payment below that which we project, or if our production costs increase at a greater rate than payment levels.
Adverse changes in payment rates by payers to hospitals could adversely impact our ability to market and sell these products and negatively
affect our financial performance.

 In
international markets, medical device regulatory requirements and healthcare payment systems vary significantly from country to country,
and many countries have instituted price ceilings on specific product lines. We cannot assure you that our products will be considered
cost-effective by international third-party payers, that reimbursement will be available or, if available, that the third-party payers'
reimbursement policies will not adversely affect our ability to sell our products profitably. Any failure to receive regulatory or reimbursement
approvals would negatively impact market acceptance of our products in any international markets in which those approvals are sought.

 There
is no assurance that federal or state healthcare reform will not also adversely affect our business and financial results, and we cannot
predict how future federal or state legislative, judicial or administrative changes relating to healthcare reform will affect our business.

 A
pandemic, epidemic or outbreak of an infectious disease in the United States or elsewhere may adversely affect our business.

 A
significant outbreak in the future of contagious diseases, such as COVID-19, could result in a widespread health crisis that could adversely
affect the economies and financial markets of many countries, resulting in an economic downturn. As a result, our ability to raise additional
funds, if necessary, may be adversely impacted by risks, or the public perception of the risks, related to the recent outbreak of COVID-19.
Furthermore, the third parties we engage, or seek to engage, with respect to OEM manufacturing relationships, and, for supply and development
activities, may be adversely impacted by risks, or the public perception of the risks, related to the recent outbreak of COVID-19, which
may delay OEM relationships, and, product development opportunities, and increase our costs.

 Prolonged
negative economic conditions in domestic and international markets may adversely affect us, our suppliers, partners and consumers, and
could harm our financial position.

 There
is a risk that one or more of our current suppliers may not continue to operate. Any lender that is obligated to provide funding to us
under any future credit agreement with us may not be able to provide funding in a timely manner, or at all, when we require it. The cost
of, or lack of, available credit or equity financing could impact our ability to develop sufficient liquidity to maintain or grow our
company. These negative changes in domestic and international economic conditions or additional disruptions of either or both of the
financial and credit markets may also affect third-party payers and may have a material adverse effect on our business, results of operations,
financial condition and liquidity.

 In
addition, we believe that various demographics and industry-specific trends will help drive growth in our target markets, but these demographics
and trends are uncertain. Actual demand for our products could be significantly less than expected if our assumptions regarding these
factors prove to be incorrect or do not materialize.

 We
are dependent on our senior management team, engineering team, and external advisors, and the loss of any of them could harm our business.
We may not have sufficient personnel to effectuate our business strategy due to our recent reduction in force.

 The
members of our current senior management team may not be able to successfully implement our strategy. In addition, we have not entered
into employment agreements, other than change-in-control severance agreements, with any of the members of our senior management team.
There are no assurances that the services of any of these individuals will be available to us for any specified period of time. The successful
integration of our senior management team, the loss of members of our senior management team, engineering team and key external advisors,
or our inability to attract or retain other qualified personnel or advisors could have a material adverse effect on our business, financial
condition and results of operations. We may not have sufficient number of qualified personnel to effectuate our business strategy which
could have a material adverse effect on our business, financial condition and results of operations.

 If
we experience significant disruptions in our information technology systems, our business, results of operations and financial condition
could be adversely affected.

 The
efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively
manage our sales and marketing, accounting and financial functions; manufacturing processes; inventory; engineering and product development
functions; and our research and development functions. As such, our information technology systems are vulnerable to damage or interruption
including from earthquakes, fires, floods and other natural disasters; terrorist attacks and attacks by computer viruses or hackers;
power losses; and computer systems, or Internet, telecommunications or data network failures. The failure of our information technology
systems to perform as we anticipate or our failure to effectively implement new systems could disrupt our entire operation and could
result in decreased sales, increased overhead costs, excess inventory and product shortages, all of which could have a material adverse
effect on our reputation, business, results of operations and financial condition.

 Cyber
security risks and the failure to maintain the integrity of company, employee or guest data could expose us to data loss, litigation
and liability, and our reputation could be significantly harmed.

 We
collect and third parties collaborating on our clinical trials collect and retain large volumes of data, including personally identifiable
information regarding clinical trial participants and others, for business purposes, including for regulatory, research and development
and commercialization purposes, and our collaborators' various information technology systems enter, process, summarize and report
such data. We also maintain personally identifiable information about our employees. The integrity and protection of our company, employee
and clinical data is critical to our business. We are subject to significant security and privacy regulations, as well as requirements
imposed by government regulation. Maintaining compliance with these evolving regulations and requirements could be difficult and may
increase our expenses. In addition, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure
of data could result in theft, loss or fraudulent or unlawful use of company, employee or clinical data which could harm our reputation,
disrupt our operations, or result in remedial and other costs, fines or lawsuits.

 Risks
Related to Regulatory Approval of Our Products and Other Government Regulations

 Contracting
with government entities exposes us to additional risks inherent in the government procurement process.

 We
provide products and services, directly and indirectly, to a variety of domestic government entities, which introduces certain risks,
including extended sales and collection cycles, varying governmental budgeting processes and adherence to complex procurement regulations
and other government-specific contractual requirements. We have been, are currently and may in the future be subject to audits and investigations
relating to our government contracts and any violations could result in various civil and criminal penalties and administrative sanctions,
including termination of contracts, payment of fines and suspension or debarment from future government business, as well as harm to
our reputation and financial results.

 Changes
in U.S. government defense spending could negatively impact our financial position, results of operations, liquidity and overall business.

 U.S.
government sales constitute a portion of our consolidated sales. Our U.S. government revenues largely result from contracts awarded under
various U.S. government programs, primarily defense-related programs with the U.S. Department of Defense (DoD). Changes in U.S. government
defense spending for various reasons, including as a result of potential changes in policy positions or priorities, could negatively
impact our results of operations, financial condition and liquidity. Our programs are subject to U.S. government policies, budget decisions
and appropriation processes which are driven by numerous factors including: (1) geopolitical events; (2) macroeconomic conditions; and
(3) the ability of the U.S. government to enact relevant legislation, such as appropriations bills. In recent years, U.S. government
appropriations have been affected by larger U.S. government budgetary issues and related legislation, and the U.S. government has been
unable to complete its budget process before the end of its fiscal year, resulting in both governmental shutdowns and congress providing
only enough funds for U.S. government agencies to continue operating at prior-year levels. Further, if the U.S. government debt ceiling
is not raised and the national debt reaches the statutory debt ceiling, the U.S. government could default on its debts. As a result,
U.S. government defense spending levels are subject to a wide range of outcomes and are difficult to predict beyond the near-term due
to numerous factors, including the external threat environment, future governmental priorities and the state of governmental finances.
Significant changes in U.S. government defense spending or changes in U.S. government priorities, policies and requirements could have
a material adverse effect on our results of operations, financial condition and liquidity.

 We
design, manufacture and service products that incorporate advanced technologies; the introduction of new products and technologies involves
risks and we may not realize the degree or timing of benefits initially anticipated; competition may reduce our revenues and segment
share and limit our future opportunities.

 We
seek to achieve growth through the design, development, production, sale and support of innovative commercial products that incorporate
advanced technologies. The product, program and service needs of our customers change and evolve regularly, and we invest substantial
amounts in research and development efforts to pursue advancements in a wide range of technologies, products and services. Our ability
to realize the anticipated benefits of our technological advancements depends on a variety of factors, including meeting development,
production, certification and regulatory approval schedules; receiving regulatory approvals; execution of internal and external performance
plans; availability of supplier and internally produced parts and materials; performance of suppliers and subcontractors; availability
of supplier and internal facility capacity to perform maintenance, repair and overhaul services on our products; hiring and training
of qualified personnel; achieving cost and production efficiencies; identification of emerging technological trends for our target end-customers
(such as sustainable technologies, as described below); validation of innovative technologies; risks associated with the development
of complex software; the level of customer interest in new technologies and products; and customer acceptance of products we manufacture
or that incorporate technologies we develop. In addition, many of our products must adhere to strict regulatory and market-driven safety
and performance standards in a variety of jurisdictions. The evolving nature of these standards, along with the long duration of development,
production and aftermarket support programs, creates uncertainty regarding program profitability, particularly with our aircraft engine
products. Development efforts divert resources from other potential investments in our businesses, and these efforts may not lead to
the development of new technologies or products on a timely basis or meet the needs of our customers as fully as competitive offerings.
In addition, the industries for our products or products that incorporate our technologies may not develop or grow as we anticipate.
We or our customers, suppliers or subcontractors may encounter difficulties in developing and producing new products and services, and
may not realize the degree or timing of benefits initially anticipated or may otherwise suffer significant adverse financial consequences.
Due to the design complexity of our products or those of our customers or third party manufacturers that incorporate our products into
theirs or our customers' products, we may experience delays in completing the development and introduction of new products or we
may experience the suspension of production after these products enter into service due to safety concerns. Delays and/or suspension
of production could result in increased development costs or deflect resources from other projects. We operate in highly competitive
industries and our competitors may have more extensive or more specialized engineering, manufacturing, marketing and servicing capabilities
than we do. Our contracts are typically awarded on a competitive basis. Our bids are based upon, among other items, the cost to provide
the products and services. To generate an acceptable return on our investment in these contracts, we must be able to accurately estimate
our costs to provide the services and deliver the products and to be able to complete the contracts in a timely manner. If we fail to
accurately estimate our costs or the time required to complete a contract, the profitability of our contracts may be materially and adversely
affected. Furthermore, our competitors, including our customers, may develop competing technologies which gain industry acceptance in
advance of or instead of our products, or meet particular in-demand technological needs before us or with technology that is superior
to our existing or new technologies. For example, the enhanced focus on climate change has increased demand for more environmentally
sustainable products and services, as described below. Our competitors may develop sustainable products or services that are available
to our customers before our products or services, or that are adopted more readily than our products or services. In addition, our competitors
or customers might develop new technologies or offerings that might cause our existing technologies and offerings to become obsolete
or otherwise decrease demand for our offerings. In addition, the possibility exists that competitors or customers will develop aftermarket
services and aftermarket parts for our products that attract customers and adversely impact our return on investment on new products.
If we are unable to continue to compete successfully against our current or future competitors in our core businesses, we may experience
declines in revenues and industry segment share. Any of the foregoing could have a material adverse effect on our competitive position,
results of operations, financial condition or liquidity.

 Exports
and imports of certain of our products are subject to various export control, sanctions and import regulations and may require authorization
from regulatory agencies of the U.S. or other countries.

 We
must comply with various laws and regulations relating to the export and import of products, services and technology from and into the
U.S. and other countries having jurisdiction over our operations. In the U.S., these laws and regulations include, among others, the
EAR administered by the U.S. Department of Commerce, the ITAR administered by the U.S. Department of State, embargoes and sanctions regulations
administered by the U.S. Department of the Treasury, and import regulations administered by the U.S. Department of Homeland Security
and the U.S. Department of Justice. Certain of our products, services and technologies have military or strategic applications and we
are required to obtain licenses and authorizations from the appropriate U.S. government agencies before selling these products outside
of the U.S. or importing these products into the U.S. U.S. foreign policy or foreign policy of other licensing jurisdictions may affect
the licensing process or otherwise prevent us from engaging in business dealings with certain individuals, entities or countries. Any
failure by us, our customers or our suppliers to comply with these laws and regulations could result in civil or criminal penalties,
fines, seizure of our products, adverse publicity, restrictions on our ability to export or import our products, or the suspension or
debarment from doing business with the U.S. government. Moreover, any changes in export control, sanctions or import regulations may
further restrict the export of our products or services, and the possibility of such changes requires constant monitoring to ensure we
remain compliant. Our ability to obtain required licenses and authorizations on a timely basis or at all is subject to risks and uncertainties,
including changing U.S. government foreign policies or laws, delays in Congressional action, or geopolitical and other factors. If we
are not successful in obtaining or maintaining the necessary licenses or authorizations in a timely manner, our sales relating to those
approvals may be prevented or delayed, and revenue and profit previously recognized may be reversed. Any restrictions on the export or
import of our products or product lines could have a material adverse effect on our competitive position, results of operations, financial
condition or liquidity.

 As
a U.S. government contractor, we are subject to risks relating to U.S. government audits, investigations, and disputes.

 We
are subject to U.S. government investigations relating to our U.S. government contracts. Such U.S. government investigations often take
years to complete and could result in administrative, civil or criminal liabilities, including repayments, fines, treble and other damages,
forfeitures, restitution or penalties, or could lead to suspension or debarment of U.S. government contracting or of export privileges.
For instance, if we or one of our business units were charged with wrongdoing in connection with a U.S. government investigation (including
fraud, or violation of certain environmental or export laws, as further described below), the U.S. government could suspend us from bidding
on or receiving awards of new U.S. government contracts pending the completion of legal proceedings. If convicted or found liable, the
U.S. government could fine and debar us from new U.S. government contracting for a period generally not to exceed three years and could
void any contracts found to be tainted by fraud. We also could suffer reputational harm if allegations of impropriety were made against
us, even if such allegations are later determined to be unsubstantiated. Further, our U.S. government contracts are subject to audit.
An adverse outcome of any audit or investigation could result in civil and criminal penalties and fines, which could negatively impact
our results of operations, financial condition and liquidity. In addition, if allegations of impropriety were made against us, we could
suffer serious reputational harm, which could negatively affect our financial position, results of operations and liquidity.

 Our
long-term success depends substantially on our ability to obtain regulatory clearance or approval and thereafter commercialize our product
candidates; we cannot be certain that we will be able to do so in a timely manner or at all.

 The
process of obtaining regulatory clearances or approvals to market a medical device from the FDA or similar regulatory authorities outside
of the United States can be costly and time consuming, and there can be no assurance that such clearances or approvals will be granted
on a timely basis, or at all. The FDA's 510(k) clearance process generally takes one to six months from the date of submission,
depending on whether a special or traditional 510(k) premarket notification has been submitted, but can take significantly longer. An
application for premarket approval, or PMA, must be submitted to the FDA if the device cannot be cleared through the 510(k) clearance
process or is not exempt from premarket review by the FDA. The PMA process almost always requires one or more clinical trials and can
take two to three years from the date of filing, or even longer. In some cases, including in the case of our interbody spinal fusion
devices which incorporate our CSC technology and our solid silicon nitride femoral head component, the FDA requires clinical data as
part of the 510(k) clearance process.

 It
is possible that the FDA could raise questions about spinal fusion products or other medical device product candidates and could require
us to perform additional studies on our products and product candidates. Even if the FDA permits us to use the 510(k) clearance process,
we cannot assure you that the FDA will not require either supporting data from laboratory tests or studies that we have not conducted,
or substantial supporting clinical data. If we are unable to use the 510(k) clearance process for any of our product candidates, are
required to provide clinical data or laboratory data that we do not possess to support our 510(k) premarket notifications for any of
these product candidates, or otherwise experience delays in obtaining or fail to obtain regulatory clearances, the commercialization
of our product candidates in the United States will be delayed or prevented, which will adversely affect our ability to generate additional
revenues. It also may result in the loss of potential competitive advantages that we might otherwise attain by bringing our products
to market earlier than our competitors. Additionally, although the FDA allows modifications to be made to devices that have received
510(k) clearance with supporting documentation, the FDA may disagree with our decision to modify our cleared devices without submission
of a new 510(k) premarket notification, subjecting us to potential product recall, field alerts and corrective actions. Any of these
contingencies could adversely affect our business.

 Similar
to our compliance with U.S. regulatory requirements, we must obtain and comply with international requirements, in order to market and
sell our products outside of the United States and we may only promote and market our products, if approved, as permitted by applicable
regulatory authorities. There is no guarantee that we will receive the necessary regulatory approvals for our product candidates either
inside the United States or internationally. If our product candidates do not receive necessary regulatory approvals, our business could
be materially and adversely affected.

 The
safety of our products is not yet supported by long-term clinical data, and they may prove to be less safe and effective than our laboratory
data indicate.

 We
obtained FDA clearance for each of our spinal fusion products that we currently manufacture for CTL Medical, and we have sought and intend
to seek FDA clearance or approval through the FDA's 510(k) or PMA process and, where applicable, CE marking for our product candidates.
The 510(k) clearance process is based on the FDA's agreement that a new product candidate is substantially equivalent to an already
marketed product for which a PMA was not required. While most 510(k) premarket notifications do not require clinical data for clearance,
the FDA may request that such data be provided. Long-term clinical data or marketing experience obtained after clearance may indicate
that our products cause unexpected complications or other unforeseen negative effects. If this happens, we could be subject to the withdrawal
of our marketing clearance and other enforcement sanctions by the FDA or other regulatory authority, product recalls, significant legal
liability, significant negative publicity, damage to our reputation and a dramatic reduction in our ability to sell our products, any
one of which would have a material adverse effect on our business, financial condition and results of operations.

 We
may be required to conduct clinical trials to support regulatory approval of some of our product candidates. We have little experience
conducting clinical trials, they may proceed more slowly than anticipated, and we cannot be certain that our product candidates will
be shown to be safe and effective for human use.

 In
order to commercialize our product candidates in the United States, we must submit a PMA for some of these product candidates, which
will require us to conduct clinical trials. We also plan to provide the FDA with clinical trial data to support some of our 510(k) premarket
notifications. We will receive approval or clearance from the FDA to commercialize products requiring a clinical trial only if we can
demonstrate to the satisfaction of the FDA, through well-designed and properly conducted clinical trials, that our product candidates
are safe and effective and otherwise meet the appropriate standards required for approval or clearance for specified indications.

 Clinical
trials are complex, expensive, time consuming, uncertain and subject to substantial and unanticipated delays. Before we may begin clinical
trials, we must submit and obtain approval for an investigational device exemption, or IDE, that describes, among other things, the manufacture
of, and controls for, the device and a complete investigational plan. Clinical trials generally involve a substantial number of patients
in a multi-year study. Because we do not have the experience or the infrastructure necessary to conduct clinical trials, we will have
to hire one or more contract research organizations, or CROs, to conduct trials on our behalf. CRO contract negotiations may be costly
and time consuming and we will rely heavily on the CRO to ensure that our trials are conducted in accordance with regulatory and industry
standards. We may encounter problems with our clinical trials and any of those problems could cause us or the FDA to suspend those trials
or delay the analysis of the data derived from them.

 A
number of events or factors, including any of the following, could delay the completion of our clinical trials in the future and negatively
impact our ability to obtain FDA approval for, and to introduce our product candidates:

 to obtain financing necessary to bear the cost of designing and conducting clinical trials;

 to obtain approval from the FDA or foreign regulatory authorities to commence investigational studies;

 conditions
 imposed on us by the FDA or foreign regulatory authorities regarding the scope or design of our clinical trials;

 to find a qualified CRO to conduct our clinical trials or to negotiate a CRO services agreement on favorable terms;

 delays
 in obtaining or in our maintaining required approvals from institutional review boards or other reviewing entities at clinical sites
 selected for participation in our clinical trials;

 insufficient
 supply of our product candidates or other materials necessary to conduct our clinical trials;

 difficulties
 in enrolling patients in our clinical trials;

 negative
 or inconclusive results from clinical trials, or results that are inconsistent with earlier results, that necessitate additional
 clinical studies;

 on the part of the CRO to conduct the clinical trial in accordance with regulatory requirements;

 our
 failure to maintain a successful relationship with the CRO or termination of our contractual relationship with the CRO before completion
 of the clinical trials;

 serious
 or unexpected side effects experienced by patients in whom our product candidates are implanted; or

 by any of our third-party contractors or investigators to comply with regulatory requirements or meet other contractual obligations
 in a timely manner.

 Our
clinical trials may need to be redesigned or may not be completed on schedule, if at all. Delays in our clinical trials may result in
increased development costs for our product candidates, which could cause our stock price to decline and limit our ability to obtain
additional financing. In addition, if one or more of our clinical trials are delayed, competitors may be able to bring products to market
before we do, and the commercial viability of our product candidates could be significantly reduced.

 Our
current and future relationships with third-party payers and current and potential customers in the United States and elsewhere may be
subject, directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, transparency, health information privacy
and security and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages,
reputational harm administrative burdens and diminished profits and future earnings.

 Our
current and future arrangements with third-party payers and current and potential customers, including providers and physicians, as well
as physician owned distributorships or PODs, may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations,
including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act, which may constrain the business or
financial arrangements and relationships through which we sell, market and distribute our products. In addition, we may be subject to
transparency laws and patient privacy regulations by U.S. federal and state governments and by governments in foreign jurisdictions in
which we conduct our business. The applicable federal, state and foreign healthcare laws and regulations that may affect our ability
to operate include:

 the
 federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving
 or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral
 of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal
 healthcare programs, such as Medicare and Medicaid;

 federal
 civil and criminal false claims laws and civil monetary penalty laws, including the federal False Claims Act, which impose criminal
 and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting,
 or causing to be presented, to the federal government, including the Medicare and Medicaid programs, claims for payment that are
 false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

 the
 federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for executing
 a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

 HIPAA,
 as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing
 regulations, which impose obligations on covered healthcare providers, health plans, and healthcare clearinghouses, as well as their
 business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a
 covered entity, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

 the
 Physician Payments Sunshine Act, which requires (i) manufacturers of drugs, devices, biologics and medical supplies for which payment
 is available under Medicare, Medicaid or the Children's Health Insurance Program, with specific exceptions, to report annually
 to CMS information related to certain "payments or other transfers of value" made to physicians, which is defined to
 include doctors, dentists, optometrists, podiatrists and chiropractors, and teaching hospitals, with data collection beginning on
 August 1, 2013, (ii) applicable manufacturers and applicable group purchasing organizations to report annually to CMS ownership and
 investment interests held in such entities by physicians and their immediate family members, with data collection beginning on August
 1, 2013, (iii) manufacturers to submit reports to CMS by March 31, 2014 and t he 90th day of each subsequent calendar year,
 and (iv) disclosure of such information by CMS on a publicly available website beginning in September 2014; and

 analogous
 state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing
 arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payers, including private
 insurers; state and foreign laws that require medical device companies to comply with the medical device industry's voluntary
 compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that
 may be made to healthcare providers; state and foreign laws that require medical device manufacturers to report information related
 to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state and foreign
 laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant
 ways and often are not preempted by HIPAA, thus complicating compliance efforts. Efforts to ensure that our business arrangements
 with third parties will comply with applicable healthcare laws and regulations may involve substantial costs. It is possible that
 governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or
 case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation
 of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal
 and administrative penalties, including, without limitation, damages, fines, imprisonment, exclusion from participation in government
 healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations, which could have a material
 adverse effect on our business. If any of the physicians or other healthcare providers or entities with whom we expect to do business,
 including our collaborators, are found not to be in compliance with applicable laws, they may be subject to criminal, civil or administrative
 sanctions, including exclusions from participation in government healthcare programs, which could also materially affect our business.

 Changes
in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results
of operations and financial condition.

 We
are subject to taxes by the U.S. federal, state, local and foreign tax authorities, and our tax liabilities will be affected by the allocation
of expenses to differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number
of factors, including:

 changes
 in the valuation of our deferred tax assets and liabilities;

 expected
 timing and amount of the release of any tax valuation allowance;

 tax
 effects of equity-based compensation;

 changes
 in tax laws, regulations or interpretations thereof; or

 future
 earnings being lower than anticipated in jurisdictions where we have lower statutory tax rates and higher than anticipated earnings
 in jurisdictions where we have higher statutory tax rates.

 We
may also be subject to audits of our income, sales and other transaction taxes by U.S. federal, state, local and foreign taxing authorities.
Outcomes from these audits could have an adverse effect on our operating results and financial condition.

 Proposed
legislation in the U.S. Congress, including changes in U.S. tax law, and the recently enacted Inflation Reduction Act of 2022 may adversely
impact us and the value of common shares, pre-funded warrants, and Warrants.

 Changes
to U.S. tax laws (which changes may have retroactive application) could adversely affect us or holders of common shares, pre-funded warrants
and Warrants. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S.
federal income tax laws are likely to continue to occur in the future.

 The
U.S. Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which
legislation could adversely impact our financial performance and the value of common shares, pre-funded warrants, and Warrants. Additionally,
states in which we operate or own assets may impose new or increased taxes. If enacted, most of the proposals would be effective for
the current or later years. The proposed legislation remains subject to change, and its impact on us and holders of common shares, pre-funded
warrants, or Warrants is uncertain.

 In
addition, the Inflation Reduction Act of 2022 was recently signed into law and includes provisions that will impact the U.S. federal
income taxation of corporations. Among other items, this legislation includes provisions that will impose a minimum tax on the book income
of certain large corporations and an excise tax on certain corporate stock repurchases that would be imposed on the corporation repurchasing
such stock. It is unclear how this legislation will be implemented by the U.S. Department of the Treasury and we cannot predict how this
legislation or any future changes in tax laws might affect us or holders of common shares, pre-funded warrants or Warrants.

 Recently
enacted and future legislation may increase the difficulty and cost for us to obtain and monitor regulatory approval or clearance of
our product candidates and affect the prices we may obtain for our products.

 In
the United States and some foreign jurisdictions, there have been a number of legislative and regulatory changes and proposed changes
regarding the healthcare system that could prevent or delay clearance and/or approval of our product candidates, restrict or regulate
post-clearance and post-approval activities and affect our ability to profitably sell our products and any product candidates for which
we obtain marketing approval or clearance.

 In
addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business
and our products. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen
review times of our products. Delays in receipt of or failure to receive regulatory clearances or approvals for our new products would
have a material adverse effect on our business, results of operations and financial condition. In addition, the FDA is currently evaluating
the 510(k) process and may make substantial changes to industry requirements, including which devices are eligible for 510(k) clearance,
the ability to rescind previously granted 510(k) clearances and additional requirements that may significantly impact the process.

 Among
policy makers and payers in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems
with the stated goals of containing healthcare costs, improving quality and expanding access. In the United States, the medical device
industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

 We
expect that other state and federal healthcare reform measures will be adopted in the future, any of which could reduce the number of
patients with coverage or limit the amounts that federal and state governments will pay for healthcare products and services, which could
result in reduced demand for our products or additional pricing pressure.

 In
the European Union and some other international markets, the government provides health care at a low cost to consumers and regulates
prices of healthcare products, patient eligibility or reimbursement levels to control costs for the government-sponsored health care
system. Many countries are reducing their public expenditures and we expect to see strong efforts to reduce healthcare costs in international
markets, including patient access restrictions, suspensions on price increases, prospective and possibly retroactive price reductions
and other recoupments and increased mandatory discounts or rebates and recoveries of past price increases. These cost control measures
could reduce our revenues. In addition, certain countries set prices by reference to the prices in other countries where our products
are marketed. Thus, our inability to secure adequate prices in a particular country may not only limit the marketing of our products
within that country but may also adversely affect our ability to obtain acceptable prices in other markets. This may create the opportunity
for third-party cross border trade or influence our decision to sell or not to sell a product, thus adversely affecting our geographic
expansion plans and revenues.

 Risks
Related to Our Intellectual Property and Litigation

 If
the combination of patents, trade secrets and contractual provisions that we rely on to protect our intellectual property is inadequate,
our ability to commercialize our products successfully will be harmed, and we may not be able to operate our business profitably.

 Our
success depends significantly on our ability to protect our proprietary rights to the technologies incorporated in our products. We rely
on a combination of patent protection, trade secret laws and nondisclosure, confidentiality and other contractual restrictions to protect
our proprietary technology. However, these may not adequately protect our rights or permit us to gain or keep any competitive advantage.

 The
issuance of a patent is not conclusive as to its scope, validity or enforceability. The scope, validity or enforceability of our issued
patents can be challenged in litigation or proceedings before the U.S. Patent and Trademark Office, or the USPTO, or foreign patent offices.
In addition, our pending patent applications include claims to numerous important aspects of our products under development that are
not currently protected by any of our issued patents. We cannot assure you that any of our pending patent applications will result in
the issuance of patents to us. The USPTO or foreign patent offices may deny or require significant narrowing of claims in our pending
patent applications. Patents issued as a result of the pending patent applications, if any, may not provide us with significant commercial
protection or be issued in a form that is advantageous to us. Proceedings before the USPTO or foreign patent offices could result in
adverse decisions as to the priority of our inventions and the narrowing or invalidation of claims in issued patents. The laws of some
foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States, if at all.

 Our
competitors may successfully challenge and invalidate or render unenforceable our issued patents, including any patents that may issue
in the future, which could prevent or limit our ability to market our products and could limit our ability to stop competitors from marketing
products that are substantially equivalent to ours. In addition, competitors may be able to design around our patents or develop products
that provide outcomes that are comparable to our products but that are not covered by our patents.

 We
have also entered into confidentiality and assignment of intellectual property agreements with all of our employees, consultants and
advisors as one of the ways we seek to protect our intellectual property and other proprietary technology. However, these agreements
may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of
unauthorized use or disclosure or other breaches of the agreements.

 In
the event a competitor infringes upon any of our patents or other intellectual property rights, enforcing our rights may be difficult,
time consuming and expensive, and would divert management's attention from managing our business. There can be no assurance that
we will be successful on the merits in any enforcement effort. In addition, we may not have sufficient resources to litigate, enforce
or defend our intellectual property rights.

 We
have no patent protection covering the composition of matter for our solid silicon nitride or for all of the components of the process
we use for manufacturing our silicon nitride, and competitors may create silicon nitride formulations substantially similar to ours.

 Although
we have a number of U.S. and foreign patents and pending applications relating to our solid silicon nitride products or product candidates,
we have no patent protection either for the composition of matter for our silicon nitride or for the processes of manufacturing solid
silicon nitride. As a result, competitors may create silicon nitride formulations substantially similar to ours and use their formulations
in products that may compete with our silicon nitride products, provided they do not violate our issued product patents. Although we
have, and will continue to develop, significant know-how related to these processes, there can be no assurance that we will be able to
maintain this know-how as trade secrets, and competitors may develop or acquire equally valuable or more valuable know-how related to
the manufacture of silicon nitride.

 We
could become subject to intellectual property litigation that could be costly, result in the diversion of management's time and
efforts, require us to pay damages, prevent us from marketing our commercially available products or product candidates and/or reduce
the margins we may realize from our products that we may commercialize.

 The
medical devices industry is characterized by extensive litigation and administrative proceedings over patent and other intellectual property
rights. Whether a product infringes a patent involves complex legal and factual issues, and the determination is often uncertain. There
may be existing patents of which we are unaware that our products under development may inadvertently infringe. The likelihood that patent
infringement claims may be brought against us increases as the number of participants in the orthopedic market increases and as we achieve
more visibility in the marketplace and introduce products to market.

 Any
infringement claim against us, even if without merit, may cause us to incur substantial costs, and would place a significant strain on
our financial resources, divert the attention of management from our core business, and harm our reputation. In some cases, litigation
may be threatened or brought by a patent holding company or other adverse patent owner who has no relevant product revenues and against
whom our patents may provide little or no deterrence. If we were found to infringe any patents, we could be required to pay substantial
damages, including triple damages if an infringement is found to be willful, and royalties and could be prevented from selling our products
unless we obtain a license or are able to redesign our products to avoid infringement. We may not be able to obtain a license enabling
us to sell our products on reasonable terms, or at all, and there can be no assurance that we would be able to redesign our products
in a way that would not infringe those patents. If we fail to obtain any required licenses or make any necessary changes to our technologies
or the products that incorporate them, we may be unable to commercialize one or more of our products or may have to withdraw products
from the market, all of which would have a material adverse effect on our business, financial condition and results of operations.

 In
addition, in order to further our product development efforts, we have entered into agreements with orthopedic surgeons to help us design
and develop new products, and we expect to enter into similar agreements in the future. In certain instances, we have agreed to pay such
surgeons royalties on sales of products which incorporate their product development contributions. There can be no assurance that surgeons
with whom we have entered into such arrangements will not claim to be entitled to a royalty even if we do not believe that such products
were developed by cooperative involvement between us and such surgeons. In addition, some of our surgeon advisors are employed by academic
or medical institutions or have agreements with other orthopedic companies pursuant to which they have agreed to assign or are under
an obligation to assign to those other companies or institutions their rights in inventions which they conceive or develop or help conceive
or develop.

 There
can be no assurance that one or more of these orthopedic companies or institutions will not claim ownership rights to an invention we
develop in collaboration with our surgeon advisors or consultants on the basis that an agreement with such orthopedic company or institution
gives it ownership rights in the invention or that our surgeon advisors on consultants otherwise have an obligation to assign such inventions
to such company or institution. Any such claim against us, even without merit, may cause us to incur substantial costs, and would place
a significant strain on our financial resources, divert the attention of management from our core business and harm our reputation.

 We
may be subject to damages resulting from claims that we have wrongfully used or disclosed alleged trade secrets of our competitors or
are in breach of non-competition agreements with our competitors or non-solicitation agreements.

 Some
of our employees were previously employed at other medical device or ceramic companies, including our competitors and potential competitors.
Many of our former distributors and potential distributors sell, or in the past have sold, products of our competitors. We may be subject
to claims that either we, or these employees or distributors, have inadvertently or otherwise used or disclosed the trade secrets or
other proprietary information of our competitors. In addition, we have been and may in the future be subject to claims that we caused
an employee or sales agent to break the terms of his or her non-competition agreement or non-solicitation agreement. Litigation may be
necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial
costs and be a distraction to management. If we fail in defending such claims, in addition to paying money damages, we may lose valuable
intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to commercialize
products, which could have an adverse effect on our business, financial condition and results of operations.

 If
our advanced ceramic products or our product candidates conflict with the rights of others, we may not be able to manufacture or market
our products or product candidates, which could have a material and adverse effect on us.

 Our
commercial success will depend in part on not infringing the patents or violating the other proprietary rights of third parties. Issued
patents held by others may limit our ability to develop commercial products. All issued patents are entitled to a presumption of validity
under the laws of the United States. If we need suitable licenses to such patents to permit us to develop or market our product candidates,
we may be required to pay significant fees or royalties and we cannot be certain that we would even be able to obtain such licenses.
Competitors or third parties may obtain patents that may cover subject matter we use in developing the technology required to bring our
products to market, that we use in producing our products, or that we use in treating patients with our products. We know that others
have filed patent applications in various jurisdictions that relate to several areas in which we are developing products. Some of these
patent applications have already resulted in patents and some are still pending. If we were found to infringe any of these issued patents
or any of the pending patent applications, when and if issued, we may be required to alter our processes or product candidates, pay licensing
fees or cease activities. If use of technology incorporated into or used to produce our product candidates is challenged, or if our processes
or product candidates conflict with patent rights of others, third parties could bring legal actions against us, in Europe, the United
States and elsewhere, claiming damages and seeking to enjoin manufacturing and marketing of the affected products. Additionally, it is
not possible to predict with certainty what patent claims may issue from pending applications. In the United States, for example, patent
prosecution can proceed in secret prior to issuance of a patent, provided such application is not filed in foreign jurisdiction. For
U.S. patent applications that are also filed in foreign jurisdictions, such patent applications will not publish until 18 months from
the filing date of the application. As a result, third parties may be able to obtain patents with claims relating to our product candidates
which they could attempt to assert against us. Further, as we develop our products, third parties may assert that we infringe the patents
currently held or licensed by them, and we cannot predict the outcome of any such action.

 There
has been extensive litigation in the medical devices industry over patents and other proprietary rights. If we become involved in any
litigation, it could consume a substantial portion of our resources, regardless of the outcome of the litigation. If these legal actions
are successful, in addition to any potential liability for damages, we could be required to obtain a license, grant cross-licenses and
pay substantial royalties in order to continue to manufacture or market the affected products.

 We
cannot assure you that we would prevail in any legal action or that any license required under a third-party patent would be made available
on acceptable terms, or at all. Ultimately, we could be prevented from commercializing a product, or forced to cease some aspect of our
business operations, as a result of claims of patent infringement or violation of other intellectual property rights, which could have
a material and adverse effect on our business, financial condition and results of operations.

 Risks
Related to Potential Litigation from Operating Our Business

 We
may become subject to potential product liability claims, and we may be required to pay damages that exceed our insurance coverage.

 Our
business exposes us to potential product liability claims that are inherent in the design, testing, manufacture, sale and distribution
of our currently marketed products and each of our product candidates that we are seeking to introduce to the market. The use of orthopedic
medical devices can involve significant risks of serious complications, including bleeding, nerve injury, paralysis, infection, and even
death. Any product liability claim brought against us, with or without merit, could result in the increase of our product liability insurance
rates or in our inability to secure coverage in the future on commercially reasonable terms, if at all. In addition, if our product liability
insurance proves to be inadequate to pay a damage award, we may have to pay the excess of this award out of our cash reserves, which
could significantly harm our financial condition. If longer-term patient results and experience indicate that our products or any component
of a product causes tissue damage, motor impairment or other adverse effects, we could be subject to significant liability. A product
liability claim, even one without merit, could harm our reputation in the industry, lead to significant legal fees, and result in the
diversion of management's attention from managing our business.

 Any
claims relating to our improper handling, storage or disposal of biological or hazardous materials could be time consuming and costly.

 Although
we do not believe that the manufacture of our silicon nitride or non-silicon nitride products will involve the use of hazardous materials,
it is possible that regulatory authorities may disagree or that changes to our manufacturing processes may result in such use. Our business
and facilities and those of our suppliers and future suppliers may therefore be subject to foreign, federal, state and local laws and
regulations governing the use, manufacture, storage, handling and disposal of hazardous materials and waste products. We may incur significant
expenses in the future relating to any failure to comply with environmental laws. Any such future expenses or liability could have a
significant negative impact on our business, financial condition and results of operations.

 Risks
Related to Public Companies

 We
are a "smaller reporting company" and the reduced disclosure requirements applicable to smaller reporting companies may make
our common stock less attractive to investors.

 We
are currently a "smaller reporting company" as defined in the Securities Exchange Act of 1934. Smaller reporting companies
are able to provide simplified executive compensation disclosures in their filings, are exempt from the provisions of Section 404(b)
of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness
of internal control over financial reporting, and have certain other decreased disclosure obligations in their SEC filings, including,
among other things, only being required to provide two years of audited financial statements in annual reports. We cannot predict whether
investors will find our common stock less attractive because of our reliance on any of these exemptions. If some investors find our common
stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 We
incur substantial costs as a result of being a public company and our management expects to devote substantial time to public company
compliance programs.

 As
a public company, we incur significant legal, insurance, accounting and other expenses, including costs associated with public company
reporting. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment will result in
increased general and administrative expenses and may divert management's time and attention from product development and commercialization
activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing
bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and our business may
be harmed. These laws and regulations could make it more difficult and costlier for us to obtain director and officer liability insurance
for our directors and officers, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
These factors could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our
board of directors, particularly to serve on our audit and compensation committees. In addition, if we are unable to continue to meet
the legal, regulatory and other requirements related to being a public company, we may not be able to maintain the listing of our common
stock on The NASDAQ Capital Market, which would likely have a material adverse effect on the trading price of our common stock.

 We
may not be able to maintain our listing on the NASDAQ Capital Market, which would adversely affect the price and liquidity of our common
stock.

 As
a small capitalization company, the price of our common shares has been, and is likely to continue to be, highly volatile. Any announcements
concerning us or our competitors, quarterly variations in operating results, introduction of new products, delays in the introduction
of new products or changes in product pricing policies by us or our competitors, acquisition or loss of significant customers, partners
and suppliers, changes in earnings estimates or our ratings by analysts, regulatory developments, or fluctuations in the economy or general
market conditions, among other factors, could cause the market price of our common shares to fluctuate substantially. There can be no
assurance that the market price of our common shares will not decline below its current price or that it will not experience significant
fluctuations in the future, including fluctuations that are unrelated to our performance.

 Currently
our common stock is quoted on the NASDAQ Capital Market under the symbol "SINT". We must satisfy certain minimum listing
maintenance requirements to maintain the NASDAQ Capital Market quotation, including certain governance requirements and a series of financial
tests relating to stockholders' equity or net income or market value, public float, number of market makers and stockholder, market
capitalization, and maintaining a minimum bid price of $1.00 per share.

 On
October 20, 2023, we received a notice from the Listing Qualifications Department of The NASDAQ Stock Market stating that the bid price
of our common stock for the previous 30 consecutive trading days had closed below the minimum $1.00 per share required for continued
listing on The NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2). We had a period of 180 calendar days, or until April 17, 2024,
to regain compliance with the rule.

 If
the Company does not regain compliance with Rule 5550(a)(2) by April 17, 2024, the Company may be eligible for additional time. To qualify,
the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial
listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice
of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the
Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar days. However,
if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff
will provide notice that its securities will be subject to delisting. We intend to actively monitor our bid price and will consider available
options to resolve the deficiency and regain compliance with the Nasdaq Listing Rules, including considering whether to conduct a reverse
stock split.

 If
Nasdaq delists our common stock from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:

 a
 limited availability of market quotations for our securities;

 reduced
 liquidity for our securities;

 a
 determination that our common stock is a "penny stock" which will require brokers
 trading

 in
 our common stock to adhere to more stringent rules and possibly result in a reduced level of trading

 activity
 in the secondary trading market for our securities;

 a
 limited amount of news and analyst coverage; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 Not
applicable.

 ITEM
 1C.

 CYBERSECURITY

 Risk
Management and Strategy

 We
regularly assess risks from cybersecurity threats, monitor our information systems for potential vulnerabilities, and test those systems
pursuant to our cybersecurity policies, processes, and practices, which are integrated into our overall risk management program. To protect
our information systems from cybersecurity threats, we use various security tools that are designed to help identify, escalate, investigate,
resolve, and recover from security incidents in a timely manner. Our board of directors assesses risks based on probability and potential
impact to key business systems and processes as part of our overall risk management program overseen by the board of directors. Risks
that are considered high are incorporated into our overall risk management program. We collaborate with third parties to assess the effectiveness
of our cybersecurity prevention and response systems and processes and to assist in the identification, verification, and validation
of cybersecurity risks, as well as to support associated mitigation plans when necessary. We have also developed a third-party cybersecurity
risk management process to conduct due diligence on external entities, including those that perform cybersecurity services. Cybersecurity
threats, including those resulting from any previous cybersecurity incidents, have not materially affected our Company, including our
business strategy, results of operations, or financial condition. Refer to the risk factor captioned "Cyber security risks and
the failure to maintain the integrity of company, employee or guest data could expose us to data loss, litigation and liability, and
our reputation could be significantly harmed." in Part I, Item 1A. "Risk Factors" for additional details regarding
cybersecurity risks and potential impacts on our business.

 Governance

 Our
board of directors oversees our risk management process, including as it pertains to cybersecurity risks, which focuses on the most significant
risks we face in the short-, intermediate-, and long-term timeframe. Management is responsible for the operational oversight of company-wide
cybersecurity strategy, policy, and standards across relevant departments to assess and help prepare us to address cybersecurity risks.
Meetings of our board of directors include discussions and presentations from management regarding specific risk areas throughout the
year, including, among others, those relating to cybersecurity threats, and reports from management on our enterprise risk profile on
an annual basis. The board of directors reviews our cybersecurity risk profile with management on a periodic basis using key performance
and/or risk indicators. These key performance indicators are metrics and measurements designed to assess the effectiveness of our cybersecurity
program in the prevention, detection, mitigation, and remediation of cybersecurity incidents. We take a risk-based approach to cybersecurity
and have implemented cybersecurity policies throughout our operations that are designed to address cybersecurity threats and incidents.

 ITEM
 2.

 PROPERTIES

 Our
30,764 square foot corporate office and manufacturing facilities are located in Salt Lake City, Utah. We occupy these facilities pursuant
to a lease that expires in December 2024. Pursuant to the terms of the lease agreement, we may extend the lease for two additional periods
of five years each.

 We
also lease a 10,936 square foot facility located in Salt Lake City, Utah. This facility houses our Armor business. We occupy this facility
pursuant to a lease that expires in October 2031.

 In
connection with operation of Maryland based subsidiary Technology Assessments and Transfer, Inc., we have entered into various leases
from which we conduct research, development and manufacturing activities. The leases have various expiration dates ranging from July
2023 through April 2025.

 We
believe that our existing facilities are adequate for our current and projected needs for the foreseeable future.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 We
are currently not a party to any material legal proceedings. However, our industry is characterized by frequent claims and litigation,
including claims regarding intellectual property and product liability. As a result, we may be subject to various legal proceedings in
the future.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 This
item does not apply to our business.

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
shares of common stock are currently quoted on The NASDAQ Capital Market under the symbol "SINT".

 Holders
of Record

 As
of December 31, 2023, we had approximately 159 holders of record of our common stock. Because many of our shares of common stock are
held by brokers and other institutions on behalf of stockholders, this number is not indicative of the total number of stockholders represented
by these stockholders of record.

 Dividends

 We
have not declared or paid dividends to stockholders since inception and do not plan to pay cash dividends in the foreseeable future.
We currently intend to retain earnings, if any, to finance our growth.

 Issuer
Purchases of Equity Securities

 None

 ITEM
 6.

 RESERVED

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You
should read the following discussion and analysis of our financial condition and results of operations together with our consolidated
financial statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis contain forward-looking
statements based upon current beliefs, plans, expectations, intentions and projections that involve risks, uncertainties and assumptions,
such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected
events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those
set forth under "Risk Factors" and elsewhere in this Annual Report.

 Overview

 SINTX
Technologies is an advanced ceramics company formed in December 1996, focused on providing solutions in a variety of biomedical, technical,
and antipathogenic applications. We have grown from focusing primarily on the research, development and commercialization of medical
devices manufactured with silicon nitride to becoming an advanced ceramics company engaged in diverse fields, including biomedical, technical
and antipathogenic applications. This diversification enables us to focus on our core competencies which are the manufacturing, research,
and development of products comprised from advanced ceramic materials for external partners. We seek to connect with new customers, partners
and manufacturers to help them realize the goal of leveraging our expertise in advanced ceramics to create new, innovative products across
these sectors.

 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 US, Europe, Brazil, and Taiwan. 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. 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. 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. 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.

 In
June 2022, we acquired Technology Assessment and Transfer, Inc. (TA&T), a nearly 40-year-old business with a mission to transition
advanced materials and process technologies from a laboratory environment to commercial products and services. TA&T has supplied
ceramics for use in several biomedical applications. These products were made via 3D printing and include components for surgical instruments
as well as conceptual and prototype dental implants.

 Technical
Applications: It is our belief that our silicon nitride has the best combination of mechanical, thermal, and electrical properties
of any technical ceramic material. It is a high-performance technical ceramic with high strength, toughness, and hardness, and is extremely
resistant to thermal shock and impact. It is also an electrically insulating ceramic material. Typically, it is used in applications
where high load-bearing capacity, thermal stability, and wear resistance are required. We have obtained AS9100D certification and ITAR
registration to facilitate entry into the aerospace and protective armor markets.

 We
entered the ceramic armor market through the purchase of assets from B4C, LLC and a technology partnership with Precision Ceramics USA.
We will develop and manufacture high-performance ceramics for personnel, aircraft, and vehicle armor including a 100% Boron Carbide material
for ultimate lightweight performance in ballistic applications, and a composite material made of Boron Carbide and Silicon Carbide for
exceptional multi-hit performance against ballistic threats. We have signed a 10-year lease at a building near our headquarters in Salt
Lake City, Utah to house development and manufacturing activities for SINTX Armor.

 TA&T's
primary area of expertise is material processing and fabrication know-how for a broad spectrum of monolithic ceramic, ceramic composite,
and coating materials. Primary technologies include Additive Manufacturing (3D Printing) of ceramics and metals, low-cost fabrication
of fiber reinforced ceramic matrix composites (CMCs) and refractory chemical vapor deposited (CVD) coatings, transparent ceramics for
ballistic armor and optical applications, and magnetron sputtered (PVD) coatings for lubrication, wear resistance and environmental barrier
coatings for CMCs. TA&T also provides a host of services that include 3D printing, PVD-CVD coatings, material processing-CMCs, CIP,
PS, HP, HIP, and material characterization for powders and finished parts-TGA/DSC, PSD. SA, Dilatometry, UV-VIS and FTIR transmission,
haze and clarity.

 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, filters, 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 and Millersville,
Maryland.

 Components
of our Results of Operations

 We
manage our business within one reportable segment, which is consistent with how our management reviews our business, makes investment
and resource allocation decisions and assesses operating performance.

 Our
product revenue is derived from the manufacture and sale of products. These revenue sources include coatings, components for aerospace
and medical device markets, toll processing services, and government contracts and grants. We generally recognize revenue from sales
where control transfers at a point in time as the title and risk of loss passes to the customer, which is at the time the product is
shipped. In general, our customer does not have rights of return or exchange.

 We
believe our product revenue will increase as we secure opportunities to manufacture third party products with silicon nitride, launch
and generate revenue from our ceramic armor products, and as we continue to introduce new products into the market.

 We
derive grant and contract revenue from awards provided by governmental agencies.

 Cost
of Revenue

 The
expenses that are included in cost of revenue include all in-house manufacturing costs for the products we manufacture.

 Gross
Profit

 Our
gross profit measures our product revenue relative to our cost of revenue.

 Research
and Development Expenses

 Our
research and development costs are expensed as incurred. Research and development costs consist of engineering, product development,
clinical trials, test-part manufacturing, testing, developing and validating the manufacturing process, manufacturing, facility and regulatory-related
costs. Research and development expenses also include employee compensation, employee and non-employee stock-based compensation, supplies
and materials, consultant services, and travel and facilities expenses related to research and development activities.

 We
expect to incur additional research and development costs as we continue to develop new medical devices, industrial and ceramic armor
products, product candidates for antipathogenic applications, and other products which may increase our total research and development
expenses.

 General
and Administrative Expenses

 General
and administrative expenses consist primarily of salaries, benefits and other related costs, including stock-based compensation for certain
members of our executive team and other personnel employed in finance, compliance, administrative, information technology, customer service,
executive and human resource departments. General and administrative expenses also include other expenses not part of the other cost
categories mentioned above, including facility expenses and professional fees for accounting and legal services.

 Results
of Operations

 Year
Ended December 31, 2023 Compared to the Year Ended December 31, 2022

 The
following table sets forth, for the periods indicated, our results of operations for the years ended December 31, 2023 and 2022 (dollars,
in thousands):

 Year Ended December 31,

 2023

 2022

 $ Change

 % Change

 Product revenue

 $
 1,226

 $

 $

 %

 Grant and contract revenue

 1,401

 %

 Total revenue

 2,627

 1,561

 1,066

 %

 Costs of revenue

 %

 Gross profit

 1,843

 1,296

 %

 Operating expenses:

 Research and development

 8,713

 6,450

 2,263

 %

 General and administrative

 4,222

 3,990

 %

 Sales and marketing

 1,137

 1,336

 (199
)

 -15
 %

 Grant and contract expense

 1,129

 %

 Total operating expenses

 15,201

 12,631

 2,570

 %

 Loss from operations

 (13,358
)

 (11,335
)

 (2,023
)

 %

 Other income (expense), net

 5,099

 (704
)

 5,803

 %

 Net loss before income taxes

 (8,259
)

 (12,039
)

 3,780

 -31
 %

 Provision for income taxes

 -

 -

 -

 -
 %

 $
 (8,259
)

 $
 (12,039
)

 $
 3,780

 -31
 %

 Product

 Total
product revenue increased $0.6 million, or 104%, as compared to the same period in 2022. During the year ended December 31, 2023, the
Company grant and contract revenue increased $0.4 million as compared to the same period in 2022.

 Costs
of Revenue and Gross Profit

 Cost
of revenue increased $0.5 million, or 196% as compared to the same period in 2022. This increase was primarily attributable to an increase
in product revenue and a shift in customer base and product mix. Gross profit increased $0.5 million, or 42%, as compared to the same
period in 2022. This increase was primarily attributed to an increase in grant and contract revenue and a shift in product mix to more
profitable products.

 Research
and Development Expenses

 Research
and development expenses increased $2.3 million, or 35%, as compared to the same period in 2022. This increase was primarily attributable
to an increase in patent expenses, employee wages, product prototypes, and costs of operations associated with opening the SINTX Armor
facility and the acquisition of TA&T.

 General
and Administrative Expenses

 General
and administrative expenses increased $0.2 million, or 6%, as compared to the same period in 2022. This increase is primarily due to
an increase in costs for investor relations, employee wages, and employee recruitment costs.

 Sales
and Marketing Expenses

 Sales
and marketing expenses decreased $0.2 million, or -15%, as compared to the same period in 2022. This decrease was primarily attributable
to a reduction in employee wages and an overall decrease in costs for outside consulting.

 Grant
and Contract Expenses

 Grant
and contract expenses increased $0.2 million, or 32%, as compared to the same period in 2022. This increase was primarily attributable
to a general increase in grant and contract revenue when compared to the prior year.

 Other
Income (Expense), Net

 Other
income (expenses) increased $5.8 million, or 824%, as compared to the same period in 2022. This increase was primarily due to the change
in the fair value of the derivative liabilities in the amount of $6.8 million, and a $0.1 million increase in other income offset by
a $0.8 million in offering costs on derivative liabilities and a $0.3 million decrease in other income.

 Liquidity
and Capital Resources

 The
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
consolidated financial statements.

 For
the years ended December 31, 2023 and 2022, the Company incurred a net loss of $8.3 million and $12.0 million, respectively, and used
cash in operations of $14.1 million and $10.3 million, respectively. The Company had an accumulated deficit of $270.7 million and $262.5
million as of December 31, 2023 and 2022, respectively.

 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, and/or raise additional
funds through the capital markets. Whether and when the Company can attain profitability and positive cash flows from operations or obtain
additional financing is uncertain.

 The
Company is actively generating additional scientific and clinical data to have it published in leading industry publications. We believe
the publication of such data would help sales efforts as the Company approaches new prospects. The Company is also making additional
changes to the sales strategy, including a focus on revenue growth by expanding the use of silicon nitride in other areas outside of
spinal fusion applications. For instance, results from an independent study demonstrated the potential anti-viral properties of our silicon
nitride. We believe that we may be able to apply our silicon nitride powder to personal protection products, such as face masks, gowns
and gloves, resulting in inactivation of viruses that come into contact with the items.

 The
Company has common stock that is publicly traded and has been able to successfully raise capital when needed since the date of the Company's
initial public offering in February 2014.

 On
February 2, 2024, the Company closed on a public offering of 16,000,000 units, with each unit consisting of one share of its common stock,
or one pre-funded warrant to purchase one share of its common stock, one Class E Warrant with each warrant to purchase one share of common
stock, and one Class F Warrant with each warrant to purchase one share of common stock. Each unit was sold at a public offering price
of $0.25. The Class E and Class F Warrants in the units are immediately exercisable at a price of $0.25 per share. The Class E Warrants
will expire five years from the date of issuance and the Class F Warrants will expire eighteen months from the date of issuance. Gross
proceeds, before deducting placement agent fees and other offering expenses, are approximately $4.0 million.

 On
February 10, 2023, the Company closed on a public offering of 2,150,000 units, with each unit consisting of one share of common stock,
or one pre-funded warrant to purchase one share of its common stock, one Class C Warrant to purchase one share of common stock, and one
half of one Class D Warrant with each whole Class D Warrant entitling the holder to purchase one share of common stock. Gross proceeds,
before deducting offering expenses, totaled approximately $12.0 million. Of the $12.0 million of gross proceeds, approximately $5.4 million
were allocated to common stock and prefunded warrants ($4.8 million net of offering costs) and approximately $6.7 million were allocated
to derivative liabilities (with approximately $0.7 million of cash offering costs and $0.1 million of agent warrant offering costs recorded
as derivative expense).

 On
October 17, 2022, the Company completed a rights offering of units consisting of convertible preferred stock and common stock warrants,
resulting in gross proceeds to the Company of approximately $4.7 million, after deducting expenses relating to the offering, including
dealer-manager fees and expenses,

 On
February 25, 2021, the Company entered into an Equity Distribution Agreement with Maxim Group LLC ("Maxim"), which was subsequently
amended on October 12, 2023 (as amended, the "2021 Distribution Agreement"), pursuant to which the Company may sell from
time to time, shares of the Company's common stock having an aggregate offering price of up to $1.1 million through Maxim, as agent.
Subject to the terms and conditions of the 2021 Distribution Agreement, as amended, Maxim will use its commercially reasonable efforts
to sell the shares from time to time, based on our instructions. Under the 2021 Distribution Agreement, Maxim may sell the Shares by
any method permitted by law deemed to be an "at-the-market" offering (the "ATM") as defined in Rule 415 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, sales made directly on
the Nasdaq Capital Market. We have no obligation to sell any shares under the ATM and may at any time suspend offers under the 2021 Distribution
Agreement. The Offering will terminate upon the earlier of (i) the sale of shares having an aggregate offering price of $15.0 million,
(ii) the termination by either Maxim or the Company upon the provision of fifteen (15) days written notice, or (iii) February 25, 2025.
Under the terms of the 2021 Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.0% of the gross
sales price of Shares sold under the 2021 Distribution Agreement. The Company will also reimburse Maxim for certain expenses incurred
in connection with the 2021 Distribution Agreement and agreed to provide indemnification and contribution to Maxim with respect to certain
liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. As of March 1, 2024, there have been 1,317,749
shares of common stock sold under the 2021 Distribution Agreement for gross proceeds of $0.5 million. Subsequent to December 31, 2023
there have been 1,154,200 shares of common stock sold under the 2021 Distribution for gross proceeds of $0.5 million. In connection with
the February 2024 offering, the Company agreed to not make any sales of securities under the ATM for a period of six months from the
date of closing the offering, February 2, 2024, until August 2, 2024.

 These
uncertainties raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of these uncertainties.

 Cash
Flows

 The
following table summarizes, for the periods indicated, cash flows from operating, investing and financing activities (in thousands):

 Year Ended December 31,

 2023

 2022

 Net cash used in operating activities

 $
 (14,115
)

 $
 (10,263
)

 Net cash used in investing activities

 (501
)

 (1,101
)

 Net cash provided by financing activities

 11,711

 3,336

 Net cash provided (used)

 $
 (2,905
)

 $
 (8,028
)

 Net
Cash Used in Operating Activities

 Net
cash used in operating activities was $14.1 million in 2023, compared to $10.3 million used in 2022, an increase of $3.8 million. The
increase in the net loss from operations, and related non-cash add backs to the net loss, was $2.3 million from 2023 when compared to
2022. The increase in cash used for operating activities during 2023 was primarily due to the $2.3 million mentioned above plus changes
in the movement of working capital items during 2023 as compared to the same period in 2022 as follows: a $0.4 million increase in cash
used in accounts receivable, a $0.3 million increase for inventory, a $0.3 million increase in cash used for prepaids, a $0.2 million
increase in cash used in other liabilities, a $0.2 million increase in cash used in accounts payable and accrued liabilities, and a $0.1
million increase in cash used for payments on operating lease liability.

 Net
Cash Used in Investing Activities

 Net
cash used in investing activities was $0.5 million during 2023, compared to $1.1 million used in investing activities during the same
period in 2022, a decrease of $0.6 million. The decrease in cash used in investing activities during 2023 was primarily due to a $0.9
million purchase of property and equipment, offset by and a $0.3 million increase in cash acquired in acquisition in the prior year.

 Net
Cash Provided by Financing Activities

 Net
cash provided by financing activities was $11.7 million during 2023, compared to $3.3 million provided by financing activities during
the same period in 2022, an increase of $8.4 million. This increase was primarily attributable to an increase in proceeds from issuance
of common stock of $5.1 million, an increase in proceeds from issuance of warrant derivative liabilities of $2.8 million, and a $0.5
million decrease in the payment on debt.

 Indebtedness

 Business
Loan

 On
July 20, 2021, TA&T, entered into a Loan Authorization and Agreement in the amount of approximately $350,000 (the "Business
Loan"). The Company made a one-time $35,000 buy down payment when acquiring the loan. The Business Loan bore interest at a rate
of 3.75% per annum. The Business Loan was secured by a general security interest in all of the assets of TA&T. The Business Loan
contained other standard provisions that are customary of loans of this type. The business loan was paid in full during the first quarter
of 2023 and there was no outstanding balance at December 31, 2023.

 Related
Party Debt

 TA&T
is obligated to repay certain personal loans made by the founders of TA&T to TA&T prior to SINTX's acquisition of TA&T
(the "Personal Loans"). The total amount of the Personal Loans at September 30, 2022 was approximately $350,000. The Company
agreed to repay the outstanding balance of the Personal Loans in (i) 24 equal monthly installments beginning September 1, 2022 and each
month thereafter until paid in full as one prior owner's portion of the Personal Loans totaling $157,000, and (ii) for the other
owner's portion of the Personal Loans totaling $193,000. As of December 31, 2023, the related party debt had an outstanding balance
of $46,000. The outstanding balance is being paid in monthly installments ending August 1, 2024. The related party debt is not collateralized
and has no interest rate.

 Wells
Fargo Line of Credit

 Prior
to SINTX's acquisition of TA&T, TA&T entered into a revolving line of credit with Wells Fargo. As of December 31, 2023,
the line of credit with Wells Fargo had no outstanding balance and the account has been closed.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements, as defined in Item 303(a)(4) of Regulation S-K.

 Related-Party
Transactions

 We
have not entered into any transactions since January 1, 2021 to which we have been a party, in which the amount involved in the transaction
exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years,
and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our common stock, on
an as converted basis, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material
interest, other than equity and other compensation, termination, change in control and other arrangements.

 Indemnification
Agreements: We have entered into indemnification agreements with each of our executive officers and directors that require us to indemnify
such persons against any and all expenses, including judgments, fines or penalties, attorney's fees, witness fees or other professional
fees and related disbursements and other out-of-pocket costs incurred, in connection with any action, suit, arbitration, alternative
dispute resolution mechanism, investigation, inquiry or administrative hearing, whether threatened, pending or completed, to which any
such person may be made a party by reason of the fact that such person is or was a director, officer, employee or agent of our company,
provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in,
or not opposed to, our best interests. The indemnification agreements also set forth procedures that will apply in the event of a claim
for indemnification thereunder. We believe that these provisions and agreements are necessary to attract and retain qualified persons
as directors and officers.

 Seasonality
and Backlog

 Our
business is generally not seasonal in nature. The majority of our product revenue is derived from the manufacture and sale of spinal
fusion products, used in the treatment of spine disorders, to CTL Medical. We also retained CTL Medical to act as our exclusive broker
to offer for sale, and sell, our manufacturing services to third party developers of spinal implants and spinal devices that incorporate
silicon nitride technology, which has a remaining term of 5-years. CTL Medical's sales generally consist of products that are in
stock with them or maintained at hospitals or with their sales distributors. Accordingly, we do not have a backlog of sales orders.

 Critical
Accounting Policies and Estimates

 A
summary of our significant accounting policies and estimates is discussed in Management's Discussion and Analysis of Financial
Condition and Results of Operations and in Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K
for the year ended December 31, 2023. There have been no material changes to those policies for the year ended December 31, 2023. The
preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles requires us to
make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets and liabilities. Significant
areas of uncertainty that require judgments, estimates and assumptions include the accounting for income taxes and other contingencies
as well as valuation of derivative liabilities, asset impairment and collectability of accounts receivable. We use historical and other
information that we consider to be relevant to make these judgments and estimates. However, actual results may differ from those estimates
and assumptions that are used to prepare our consolidated financial statements.

 New
Accounting Pronouncement, Not Yet Adopted

 The
Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on
its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements
will have a significant effect on its financial statements upon adoption.

Recognition

 The
Company derives its product revenue primarily from the sale of aerospace components and spinal fusion products, used in the treatment
of spine disorders to CTL Medical, with whom the Company has a 10-year exclusive sales agreement in place, 7 years of which remain. The
Company is currently pursuing other sales opportunities for silicon nitride outside the spinal fusion application. The sale of the Company's
products has a single performance obligation and revenue is recognized at the time the product is shipped to the customer. In general,
the Company's customers do not have any rights of return or exchange.

is recognized when control of the goods or services promised under the contract is transferred to the customer either at a point in time
(e.g., upon delivery) or over time (e.g., as performed under the contract). The Company accounts for a contract when it has approval
and commitment from both parties, the rights and payment terms of the parties are identified, the contract has commercial substance and
collectability of consideration is probable. Contracts are reviewed to determine whether there is one or multiple performance obligations.
A performance obligation is a promise to transfer a distinct good or service to a customer and represents the unit of accounting for
revenue recognition. For contracts with multiple performance obligations, the expected consideration, or the transaction price, is allocated
to each performance obligation identified in the contract based on the relative standalone selling price of each performance obligation.
Revenue is then recognized for the transaction price allocated to the performance obligation when control of the promised goods or services
underlying the performance obligation is transferred. Contract consideration is not adjusted for the effects of a significant financing
component when, at contract inception, the period between when control transfers and when the customer will pay for that good or service
is one year or less. Contact modifications that provide for additional distinct goods or services at the standalone selling price are
treated as separate contracts. The transaction price for our contracts reflects our estimate of returns, rebates and discounts, which
historically have not been significant. Amounts billed to customers for shipping and handling are included in the transaction price and
generally are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer.
The Company does not employee salespeople to actively seek additional customers; there are no incremental costs for obtaining customers
that need to be capitalized.

 Account
and Other Receivables and Allowance for Credit Losses Doubtful Accounts

assets, which potentially subject the Company to credit losses, consist primarily of receivables. We measure expected credit losses of
financial assets based on historical loss and other information available to management using type of receivable (commercial, grants
or contracts, retainage, or other) and different aging categories (less than 90 days past due, over 90 days past due, over 180 days past
due, and financially troubled customers). These expected credit losses are recorded to an allowance for credit losses valuation account
that is deducted from receivables to present the net amount expected to be collected on the financial asset on the consolidated balance
sheet. Management believes that the historical loss information it has compiled is a reasonable basis on which to determine expected
credit losses for trade receivables held as of December 31, 2023, because the composition of the trade receivables as of that date is
consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers
and its lending practices have not changed significantly over time).

are stated at the lower of cost or net realizable value, with cost for manufactured inventory determined under the standard costs, which
approximate actual costs, determined on the first-in first-out ("FIFO") method. Manufactured inventory consists of raw material,
direct labor and manufacturing overhead cost components. The Company reviews the carrying value of inventory on a periodic basis for
excess or obsolete items, and records any write-down as a cost of revenue, as necessary.

 Long
Lived Intangible Assets

 The
Company evaluates the carrying value of intangibles when events or changes in circumstances indicate that the carrying value may not
be recoverable. Factors the Company considers important which could trigger an impairment review include, but are not limited to, significant
under-performance relative to historical or projected future operating results, significant changes in the manner of its use of acquired
assets or its overall business strategy, and significant industry or economic trends. The Company amortizes definite-lived intangible
assets on a straight-line basis over their useful lives. The Company recorded no impairment loss for definite-lived intangible assets
during the year ended December 31, 2023. As explained above, the Company sold most intangible assets that had a carrying value, retaining
the carrying value of only one trademark asset.

and Equipment

and equipment, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Property and equipment
are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold
improvements are amortized over the shorter of their estimated useful lives or the related lease term, generally five years.

 The
Company reviews the carrying value of the Company's property and equipment that are held and used in the Company's operations
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability
of these assets is determined based upon expected undiscounted future net cash flows from the operations to which the assets relate,
utilizing management's best estimate, assumptions, and projections at the time. If the carrying value is determined to be unrecoverable
from future operating cash flows, the asset is deemed impaired and an impairment charge would be recognized to the extent the carrying
value exceeded the estimated fair value of the asset. The Company estimates the fair value of assets based on the estimated future discounted
cash flows of the asset.

 Income
Taxes

 The
Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to the differences between the financial
statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation
allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 The
Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies
whenever it is deemed probable that a tax asset has been impaired, or a tax liability has been incurred for events such as tax claims
or changes in tax laws. Tax contingencies are based upon their technical merits relative tax law and the specific facts and circumstances
as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax
contingencies.

 The
Company recognizes uncertain income tax positions taken on income tax returns at the largest amount that is more-likely than-not to be
sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a
50% likelihood of being sustained.

 The
Company's policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component
of our income tax provision. For the years ended December 31, 2023 and 2022, the Company did not record any material interest income,
interest expense or penalties related to uncertain tax positions or the settlement of audits for prior periods.

 Stock-Based

 The
Company measures stock-based compensation expense related to employee stock-based awards based on the estimated fair value of the awards
as determined on the date of grant and is recognized as expense over the remaining requisite service period. The Company utilizes the
Black-Scholes-Merton option pricing model to estimate the fair value of employee stock options. The Black-Scholes-Merton model requires
the input of highly subjective and complex assumptions, including the estimated fair value of the Company's common stock on the
date of grant, the expected term of the stock option, and the expected volatility of the Company's common stock over the period
equal to the expected term of the grant. The Company estimates forfeitures at the date of grant and revises the estimates, if necessary,
in subsequent periods if actual forfeitures differ from those estimates. The Company accounts for stock options to purchase shares of
stock that are issued to non-employees based on the estimated fair value of such instruments using the Black-Scholes-Merton option pricing
model.

 Derivative
Liabilities

 Derivative
liabilities include the fair value of instruments such as common stock warrants, preferred stock warrants and convertible features of
notes, that are initially recorded at fair value and are required to be re-measured to fair value at each reporting period. The change
in fair value of the instruments is recognized as a component of other income (expense) in the Company's consolidated statements
of operations until the instruments settle, expire or are no longer classified as derivative liabilities. The Company estimates the fair
value of these instruments using the Black-Scholes-Merton or Monte-Carlo valuation models depending on the complexity of the underlying
instrument. The significant assumptions used in estimating the fair value include the exercise price, volatility of the stock underlying
the instrument, risk-free interest rate, estimated fair value of the stock underlying the instrument and the estimated life of the instrument.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

Statements

 The
consolidated financial statements of the Company appear at the end of this Annual Report beginning with the index to Financial Statements
on page F-1 (see Part IV, Item 15 "Financial Statements"), and are incorporated herein.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 (a)
Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act
of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in the reports filed
or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission's
rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be
disclosed in our reports filed or submitted under the Exchange Act are properly recorded, processed, summarized and reported within the
time periods required by the Commission's rules and forms.

 We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
(principal executive officer and principal financial officer), of the effectiveness of the design and operation of these disclosure controls
and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of December 31, 2023. Based on this evaluation, the Chief
Executive Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023, the end of the period
covered by this Annual Report on Form 10-K.

 (b)
Management's Report on Internal Control over Financial Reporting

 Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act.

 Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Our
internal control over financial reporting is designed to provide reasonable assurance of achieving its objectives as specified above.
Management does not expect, however, that our internal control over financial reporting will prevent or detect all error and fraud. Any
control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute,
assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

 Management,
including our Chief Executive Officer, has assessed the effectiveness of our internal control over financial reporting as of December
31, 2023. In making our assessment of the effectiveness of internal control over financial reporting, management used the criteria set
forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO").

 As
defined in SEC Regulation S-X, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis. Based on this assessment, management determined that, as of December
31, 2023, the Company's internal control over financial reporting was effective.

 There
were no changes in our internal control over financial reporting that occurred during 2023 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

 ITEM
 9B.

 OTHER
 INFORMATION

 During
the three months ended December 31, 2023, none of our directors or officers adopted or terminated a "Rule 10-b5-1 trading arrangement"
or "non-Rule 10-b5-1 trading arrangement" as each term is identified in Item 408 of Regulation S-K.

 ITEM
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 None.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors

 The
following table sets forth the names, ages, and positions with SINTX for each of our directors.

 Name

 Age

 Positions

 B.
 Sonny Bal, M.D.

 Chairman
 of the Board of Directors, President and Chief Executive Officer

 David
 W. Truetzel

 S. White

 Eric
 A. Stookey

 Mark
 Froimson, M.D.

 Our
Board is divided into three classes (Class I, Class II and Class III) with staggered three-year terms. Directors in each class are elected
to serve for three-year staggered terms that expire in successive years. Officers serve at the discretion of our Board. The following
is information on the business experience of each director now serving and a discussion of the qualifications, attributes and skills
that led to the Board of Directors' conclusion that each one is qualified to serve as a director.

 The
following is a brief summary of the background of each of our directors:

 Class
III Directors— continuing directors with a term expiring at the 2026 annual meeting of stockholder.

 B.
Sonny Bal, M.D. has served on our Board of Directors since February 2012, as Chairman of our Board of Directors since August 2014
and as our President and Chief Executive Officer since October 2014. Dr. Bal was a tenured Professor in Orthopaedic Surgery at the University
of Missouri, Columbia, and has an extensive history of research into silicon nitride ceramics. He was Adjunct Professor of Material Sciences
at Missouri Science and Technology University at Rolla. Dr. Bal is a member of the American Academy of Orthopaedic Surgeons, the American
Association of Hip and Knee Surgeons, and the International Society of Technology in Arthroplasty. Dr. Bal received his M.D. degree from
Cornell University and an M.B.A. from Northwestern University, a J.D. from the University of Missouri, and a Ph. D. in Engineering from
the Kyoto Institute of Technology in Japan. We believe that Dr. Bal's breadth of experience and scientific expertise in silicon
nitride qualifies him to serve as our Chairman, President and Chief Executive Officer.

S. White has served on our Board of Directors since January 2014. From January 2013 to 2018, Mr. White served as Principal at Medtech
Advisory Group LLC, a firm he founded that advises early and mid-stage medical technology firms. In that capacity Mr. White has consulted
MiMedx Group Inc., the leading amniotic tissue and allograft regenerative biomaterials firm since mid-2015 and served as Vice President,
Product Management Strategies at MiMedix. Mr. White previously served as a director of Residency Select LLC, a company which offers psychometric
assessment, training and compliance products to medical and surgical residency programs. Mr. White also served in 2014 and 2015 as President
and director of Liventa Bioscience LLC, a provider of specialty amniotic tissue allografts for use in surgical and wound care applications.
From May 2006 to December 2012 he served as Global Director of Business Development for Synthes Inc., a global orthopedic firm that was
acquired by Johnson and Johnson in 2012. Mr. White has served as Chief Executive Officer and/or co-founder of several start-up surgical
device firms and has previously held executive level positions at United States Surgical Corporation, now part of Medtronic. Mr. White
holds a B.S. in Biology from Union College in Schenectady NY. We believe that Mr. White's experience as an executive and founder
of medical device companies qualifies him to serve on our Board of Directors.

 Class
II Directors — continuing directors with a term expiring at the 2025 annual meeting of stockholders.

 David
W. Truetzel has served on our Board of Directors since our acquisition of US Spine, Inc. in September 2010. Mr. Truetzel has been
the general partner of Augury Capital Partners, a private equity fund that invests in life sciences and information technology companies,
which he co-founded in 2006. Mr. Truetzel is a director of Enterprise Bank, Inc., Bonfyre, LLC, a provider of enterprise technology management
solutions, Paranet, LLC, an IT services provider and ScholarPath, Inc. an educational software platform. Mr. Truetzel holds a B.S. in
Business Administration from Saint Louis University and an M.B.A. from The Wharton School. We believe that Mr. Truetzel's financial
and managerial expertise qualify him to serve on our Board of Directors.

 Eric
A. Stookey has served on our Board of Directors since October 2014. Mr. Stookey has served as Chief Operating Officer of Osteoremedies,
LLC since March of 2015. From October 2011 until August 2014, Mr. Stookey served as the President of the Extremities-Biologics division
at Wright Medical Group Inc. Mr. Stookey also served in various other marketing and sales positions at Wright Medical Group Inc. since
1995, including as the Senior Vice President and Chief Commercial Officer from January 2010 to November 2011, as the Vice President North
American Sales from 2007 to January 2010, as the Vice President US Sales from 2005 to 2007, as the Senior Director of Sales, Central
Region, from 2003 to 2005 and as the Director of Marketing for Large Joint Reconstruction Products from 2001 to 2003. Mr. Stookey earned
his M.B.A. from Christian Brothers University and his B.S. in Business from the Indiana University School of Business. We believe that
Mr. Stookey's industry and executive leadership experience qualifies him to serve on our Board of Directors.

 Class
I Director — continuing director with a term expiring at the 2024 annual meeting of stockholders.

 Mark
Froimson, M.D. has served on our Board of Directors since February 2019. Dr. Froimson is currently a Principal at Riverside Health
Advisors, a consulting company that provides strategic advice and services to health care executive leaders. Dr. Froimson served as the
President of the American Association of Hip and Knee Surgeons from March 2017 to March 2018. Previously, he was the Executive Vice President
and Chief Clinical Officer of Trinity Health, a major national non-profit Catholic healthcare system comprising 93 hospitals in 22 states.
Prior to his executive leadership position at Trinity Health, Dr. Froimson was President and Chief Executive Officer of Euclid Hospital,
a Cleveland Clinic Hospital. Dr. Froimson served as a staff surgeon in the Department of Orthopedic Surgery at the Cleveland Clinic for
over 16 years, during which time he held a variety of leadership positions, including President of the professional staff, Vice Chair
of the Orthopedic and Rheumatologic Institute, and member of the board of governors and board of trustees. Dr. Froimson also serves on
the board of directors of Pacira Biosciences, Inc., a publicly traded company on the NASDAQ Stock Market. Dr. Froimson received a B.S.
in philosophy from Princeton University, an M.D. from Tulane University School of Medicine and an MBA from the Weatherhead School of
Business at Case Western Reserve University.

 Executive
Officers

 Our
current executive officers and their respective ages and positions are as follows:

 Name

 Age

 Position

 B.
 Sonny Bal, M.D.

 Chairman
 of the Board of Directors, President and Chief Executive Officer, Principal Financial Officer

 David
 O'Brien

 Executive
 Vice President and Chief Operating Officer

 The
following is a brief summary of the background of each of our executive officers.

 B.
Sonny Bal, M.D. has served on our Board of Directors since February 2012, as Chairman of our Board of Directors since August 2014
and as our President and Chief Executive Officer since October 2014. Dr. Bal was a tenured Professor in Orthopaedic Surgery at the University
of Missouri, Columbia, and has an extensive history of research into silicon nitride ceramics. He was Adjunct Professor of Material Sciences
at Missouri Science and Technology University at Rolla. Dr. Bal is a member of the American Academy of Orthopaedic Surgeons, the American
Association of Hip and Knee Surgeons, and the International Society of Technology in Arthroplasty. Dr. Bal received his M.D. degree from
Cornell University and an M.B.A. from Northwestern University, a J.D. from the University of Missouri, and a Ph. D. in Engineering from
the Kyoto Institute of Technology in Japan. We believe that Dr. Bal's breadth of experience and scientific expertise in silicon
nitride qualifies him to serve as our Chairman, President and Chief Executive Officer.

 David
O'Brien has served as our Executive Vice President and Chief Operating Officer since July 2019. Mr. O'Brien previously
served as the Company's Vice President and General Manager from October 2016 to July 2019 and from March 2014 through September
2016, he held prior roles as our Vice President of Operations and Vice President of Manufacturing. Mr. O'Brien has over 30 years
of experience in engineering, manufacturing, and operations leadership in advanced materials and medical device organizations. From 2005
to 2014, he fulfilled several engineering leadership roles for Covidien. From 1991 to 2005, he worked for Arnold Magnetic Technologies
in the production of ceramic, powder metal and molded magnets in multiple facilities across the U.S. and in England. He has extensive
experience with Lean and other Continuous Improvement initiatives. Mr. O'Brien holds an M.S. in Ceramic Engineering from the Georgia
Institute of Technology, and a B.S. in Physics from the University of Texas at San Antonio.

 Arrangements
between Officers and Directors

 To
our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant
to which the officer was selected to serve as an officer.

 Family
Relationships

 None
of our directors are related by blood, marriage, or adoption to any other director, executive officer, or other key employees.

 Other
Directorships

 With
the exception of Dr. Froimson, who is also on the board of directors of Pacira Biosciences, Inc., a SEC public reporting company, none
of the directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange
Act (or which otherwise are required to file periodic reports under the Exchange Act).

 Other
Involvement in Certain Legal Proceedings

 None
of our directors or executive officers has been involved in any bankruptcy or criminal proceedings (other than traffic and other minor
offenses) or been subject to any of the items set forth under Item 401(f) of Regulation S-K, nor have there been any judgments or injunctions
brought against any of our directors or executive officers during the last ten years that we consider material to the evaluation of the
ability and integrity of any director or executive officer.

 The
Board and Committees

 Our
Board of Directors has five members. The Chairman of the Board and our Chief Executive Officer, B. Sonny Bal, MD, PhD, is a member of
the Board and is a full-time employee of SINTX. David W. Truetzel, Eric A. Stookey, Jeffrey S. White, and Mark Froimson are non-employee
directors, and the Board has determined that these persons (who constitute a majority of the Board) are "independent directors"
under the criteria set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules. The Board met seven (7) times during the year ended December
31, 2023. All directors attended more than seventy-five percent (75%) of the meetings of the Board and committee meetings of which such
director was a member held during 2023.

 In
accordance with our restated Certificate of Incorporation, our Board of Directors is divided into three classes with staggered three-year
terms. At each annual meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve until
the third annual meeting following such election. Our directors are divided among the three classes as follows:

 The
 Class I director is Mark Froimson and his term will expire at the annual meeting of stockholders to be held in 2024.

 The
 Class II directors are David W. Truetzel and Eric A. Stookey, and their terms will expire at the 2025 annual meeting of stockholders.

 The
 Class III directors are B. Sonny Bal, M.D. and Jeffrey S. White, and their terms will expire at the annual meeting of stockholders
 to be held in 2026.

 Any
additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as
nearly as possible, each class will consist of one-third of the directors.

 Our
Board of Directors has three permanent committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and
Nominating Committee. The written charters for these committees are on our website at  Our
Board of Directors may from time to time establish other standing committees. In addition, from time to time, special committees may
be established under the direction of our Board of Directors when necessary to address specific issues.

 The
following table sets forth a description of the three permanent Board committees and the chairpersons and members of those committees,
all of whom are independent directors:

 Independent
 Chairman

 Independent
 Members

 Audit

 David
 W. Truetzel

 Eric
 A. Stookey

 S. White

 S. White

 David
 W. Truetzel

 Eric
 A. Stookey

 Governance
 and Nominating Committee

 Eric
 A. Stookey

 S. White

 David
 W. Truetzel

 Corporate
Governance and Nominating Committee

 The
Corporate Governance and Nominating Committee is currently comprised of the following members: Eric A. Stookey (Chairman), David W. Truetzel
and Jeffrey S White. Among other items, the Corporate Governance and Nominating Committee is tasked by the Board to: (1) identify individuals
qualified to serve as members of the Board and, recommend individuals to be nominated by the Board for election by the stockholders or
to be appointed by the Board to fill vacancies consistent with the criteria approved by the Board; (2) develop and periodically evaluate
and recommend changes to SINTX's Corporate Governance Guidelines and Code of Ethics, and to review the Company's policies
and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stakeholders;
and (3) oversee an annual evaluation of the performance of the Board. The Board has determined that each of the members of the Corporate
Governance and Nominating Committee is "independent" under the standard set forth in Rule 5605(a)(2) of the Nasdaq Listing
Rules. The Corporate Governance and Nominating Committee did not meet as a separate committee in 2023, but rather, because the committee
is comprised of all three independent directors, governance matters were addressed as necessary in meetings of the Board. The Corporate
Governance and Nominating Committee operates under a written charter adopted by the Board of Directors, which sets forth the responsibilities
and powers delegated by the Board to the Corporate Governance and Nominating Committee.

 Board
Nominations

 In
considering Board candidates, the Board seeks individuals of proven judgment and competence who have strong reputations in their respective
fields. Although we do not have a formal diversity policy, the Board considers such factors as experience, education, employment history,
special talents or personal attributes, anticipated participation in Board activities, and geographic and diversity factors. The process
for identifying and evaluating nominees would include detailed consideration of the recommendations and opinions of members of our Board,
our executive officers, and our stockholders. There would be no difference in the process of evaluation of candidates recommended by
a stockholder and those recommended by other sources.

 The
Nominating and Governance Committee has adopted a policy and procedures for shareholders to recommend nominees to the Company's
Board. The Committee will only consider qualified proposed nominees that meet the qualification standards set forth on Appendix A to
the Committee's charter available on the Company's website at www. SINTX.com. Pursuant to the policy, only shareholders who
meet minimum percentage ownership requirements as established by the Board may make recommendations for consideration by the Committee.
At this time, the Board has set a minimum percentage ownership of 5% of the Company's issued and outstanding shares of common stock
for a period of at least one year. To make recommendations, a shareholder must submit the recommendation in writing by mail, courier
or personal delivery to: Corporate Secretary, SINTX Technologies, Inc., 1885 West 2100 South, Salt Lake City, UT 84119. For each annual
meeting the Committee will consider only one proposed nominee from each shareholder or shareholder group (within the meaning of Regulation
13D under the Exchange Act).

 The
recommendation must set forth (1) the name, address, including telephone number, of the recommending shareholder or shareholder group;
(2) the number of the Company's shares of common stock held by such shareholder and proof of ownership if the shareholder is not
a holder of record; and (3) a statement that the shareholder has a good faith intention of holding the shares through the record date
of the Company's next annual meeting. For shareholder groups this information must be submitted for each shareholder in the group.

 The
recommendation must set forth in relation to the proposed nominee being recommended by the shareholder: (1) the information required
by Items 401, 403 and 404 of Regulation S-K under the Exchange Act, (2) any material relationships or agreements between the proposed
nominee and the recommending shareholder or the Company's competitors, customers, labor unions or other persons with special interests
in the Company; (3) a statement regarding the qualifications of the proposed nominee to serve on the Board; (4) a statement that the
proposed nominee can fairly represent the interests of all shareholders of the Company; and (5) a signed consent by the proposed nominee
to being interviewed by the Nominating and Governance Committee.

 Recommendations
must be made not later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual
meeting of shareholders. In the event that the date of the annual meeting of shareholders for the current year is more than 30 days following
the first anniversary date of the annual meeting of shareholders for the prior year, the submission of a recommendation will be considered
timely if it is submitted not earlier than the close of business on the 120 days prior to such annual meeting and not later than the
close of business on the later of 90 days prior to such annual meeting or the close of business 10 days following the day on which public
announcement of the date of such meeting is first made by the Company.

 Audit

 We
have a standing Audit Committee and audit committee charter, which complies with Rule 10A-3 of the Exchange Act, and the requirements
of the Nasdaq Listing Rules. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit
Committee is currently comprised of the following members: David W. Truetzel (Chairman), Eric A. Stookey and Jeffrey S White. The Audit
Committee provides oversight for financial reporting matters, internal controls, and compliance with the Company's financial policies,
and meets with its auditors when appropriate. The Audit Committee did not meet as a separate committee in 2023, but rather, because the
committee is comprised of all three independent directors, committee matters were addressed as necessary in meetings of the Board. The
Board has determined that David W. Truetzel is an "audit committee financial expert" within the meaning of Item 407(d)(5)
of Regulation S-K. Further, the Board has determined that each of David W. Truetzel, Jeffrey S. White and Eric A. Stookey are "independent"
under the standard set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules. The Audit Committee operates under a written charter adopted
by the Board of Directors, which sets forth the responsibilities and powers delegated by the Board to the Audit Committee.

 The
Compensation Committee of the Board is comprised of the following members: Jeffrey S. White, (Chairman), David W. Truetzel and Eric A.
Stookey. The Board has determined that each of David W. Truetzel, Jeffrey S. White and Eric A. Stookey are "independent"
under the standard set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules. The Compensation Committee recommends to the Board for determination
compensation of our executive officers, including the chief executive officer, and addresses salary and benefit matters for other key
personnel and employees of the Company. The Compensation Committee did not meet as a separate committee in 2023, but rather, because
the committee is comprised of all three independent directors, committee matters were addressed as necessary in meetings of the Board.
The Compensation Committee operates under a written charter adopted by the Board of Directors, which sets forth the responsibilities
and powers delegated by the Board to the Compensation Committee.

 Code
of Business Conduct

 The
Board has adopted a Code of Business Conduct that applies to all of our employees, officers and directors, including those officers responsible
for financial reporting. The code of business conduct is available on our website at  We intend
to disclose any amendments to the code or any waivers of its requirements on our website.

 The
Bylaws of the Company provide that no contract or transaction between SINTX and one or more of its directors or officers, or between
SINTX and any other corporation, firm, association, or other organization in which one or more of its directors or officers are financially
interested, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee that authorizes or approves the contract or transaction, or because their votes
are counted for such purpose, provided that:

 the
 material facts as to his, her, or their relationship or interest as to the contract or transaction are disclosed or are known to
 the Board of Directors or the committee and noted in the minutes, and the Board of Directors or committee authorizes the contract
 or transaction in good faith by the affirmative vote of a majority of disinterested directors, even though the disinterested directors
 are less than a quorum;

 the
 material facts as to his, her, or their relationship or interest as to the contract or transaction are disclosed or are known to
 the stockholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of the stockholders;
 or

 the
 contract or transaction is fair as to SINTX as of the time it is authorized, approved or ratified by the Board of Directors, a committee
 thereof, or the stockholders.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 The
following discussion relates to the compensation of our "named executive officers."

 Summary
Compensation Table

 The
following table sets forth information about certain compensation awarded or paid to our named executive officers for the 2023 and 2022
fiscal years.

 Name and Principal Position

 Year

 Salary

 Bonus

 Non-Equity Incentive Plan Compensation

 Stock Awards

 Option Awards

 All Other Comp (1)

 Total Compensation

 B. Sonny Bal

 2023

 $
 412,692

 $
 36,750

 $
 -

 $
 14,772

 $
 61,367

 $
 11,730

 $
 537,312

 Chief Executive Officer

 2022

 $
 400,000

 $
 31,500

 $
 -

 $
 7,616

 $
 62,207

 $
 10,462

 $
 511,784

 David O'Brien

 2023

 367,308

 23,681

 -

 9,405

 41,735

 11,474

 453,602

 Chief Operating Officer

 2022

 300,710

 20,300

 -

 15,677

 44,179

 11,037

 391,903

 (1) Amount
 reflects matching of 401(k) contributions paid by us, unless otherwise noted.

 Narrative
Disclosure to Summary Compensation Table. We do not have written employment agreements with any of our executive officers. All of
our executive officers serve on an at-will basis. The base salaries for our named executive officers were determined by our compensation
committee after reviewing a number of factors, including: the responsibilities associated with the position, the seniority of the executive's
position, the base salary level in prior years, and our financial position; and for executive officers other than our Chief Executive
Officer, recommendations made by our Chief Executive Officer. The Board, on an annual basis, adopts an executive bonus payment plan that
is designed to provide executive officers with annual incentive compensation based on the achievement of certain pre-established performance
objectives. By utilizing a combination of objective and subjective performance factors critical to our success, this program incentivizes
our executive officers to achieve results that benefit them and the Company. Performance factors include the achievement of predetermined
financial performance objectives, adherence to financial discipline measures and achievement of business development, product development
and long-term business stability. The Board may modify or re-weight the objectives during the course of the fiscal year, if necessary,
to reflect changes in our business plan.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table shows information regarding equity awards held by our named executive officers as of December 31, 2023:

 Number of Securities Underlying Unexercised Options (#)(1)

 Option Exercise

 Option Expiration

 Number of Restricted Stock Units that have not vested

 Market value of shares or units of stock that have not vested ($)

 Name

 Exercisable

 Unexercisable

 Price

 Date

 Sonny Bal

 -
 (2)

 $
 47.00

 4/21/2030

 -

 $
 -

 (3)

 193.00

 3/2/2031

 (4)

 49.00

 1/26/2032

 -

 -

 -

 5,362

 2,045

 -

 -

 David O'Brien

 -
 (5)

 47.00

 4/21/2030

 -

 -

 (6)

 193.00

 3/2/2031

 (7)

 49.00

 1/26/2032

 -

 -

 -

 3,455

 1,318

 (1)

 The
 options have not been, and may never be, exercised, and actual gains, if any, on exercise will depend on the value of the shares
 of common stock on the date of exercise.

 (2)

 28%
 of the stock option vests on the one-year anniversary of the date of the grant and 3% per month thereafter.

 (3)

 28%
 of the stock option vests on the one-year anniversary of the date of the grant and 3% per month thereafter.

 (4)

 28%
 of the stock option vests on the one-year anniversary of the date of the grant and 3% per month thereafter.

 (5)

 28%
 of the stock option vests on the one-year anniversary of the date of the grant and 3% per month thereafter.

 (6)

 28%
 of the stock option vests on the one-year anniversary of the date of the grant and 3% per month thereafter.

 (7)

 28%
 of the stock option vests on the one-year anniversary of the date of the grant and 3% per month thereafter.

 401(k)
Plan

 We
offer our executive officers, including our named executive officers, retirement benefits, including participation in our tax-qualified
profit sharing plan that includes a "cash-or-deferred" (or 401(k)) feature in the same manner as other employees. The plan
is intended to satisfy the requirements of Section 401 of the Internal Revenue Code. Our employees may elect to reduce their current
compensation by up to the statutorily prescribed annual limit and have a like amount contributed to the plan. In addition, we may make
discretionary and/or matching contributions to the plan in amounts determined annually by our Board. We currently elect to match the
contributions of our employees who participate in our 401(k) plan as follows: a match of 100% on the first 3% of compensation contributed
by a plan participant and a match of 50% on amounts above 3%, up to 5%, of compensation contributed by a plan participant.

 Potential
Payments upon Termination or Change in Control

 We
had entered into certain agreements and maintained certain plans that may have required us to make certain payments and/or provide certain
benefits to the executive officers named in the Summary Compensation Table in the event of a termination of employment or change in control.

 Pursuant
to severance agreements that we have entered into with each of our named executive officers, upon the consummation of a change in control,
all outstanding options, restricted stock and other such rights held by the executives will fully vest. Additionally, if a change in
control occurs and at any time during the one-year period following the change in control (i) we or our successor terminate the executive's
employment other than for cause (but not including termination due to the executive's death or disability) or (ii) the executive
terminates his employment for good reason, then such executive has the right to receive payment consisting of a lump sum payment equal
to two times his highest annual salary with us during the preceding three-year period, including the year of such termination and including
bonus payments (measured on a fiscal year basis), but not including any reimbursements and amounts attributable to stock options and
other non-cash compensation. "Change in control" is defined in the severance agreements as occurring upon: (i) any "person"
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities representing 50% or more of the total voting power represented by
our then outstanding voting securities (excluding securities held by us or our affiliates or any of our employee benefit plans) pursuant
to a transaction or a series of related transactions which our Board did not approve; (ii) a merger or consolidation of our company,
other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to
represent at least 50% of the total voting securities or such surviving entity or parent of such corporation outstanding immediately
after such merger or consolidation; or (iii) the approval by our stockholders of an agreement for the sale or disposition of all or substantially
all of our assets. As defined in the severance agreements, "cause" means: (i) the executive's commission of a felony
(other than through vicarious liability or through a motor vehicle offense); (ii) the executive's material disloyalty or dishonesty
to us; (iii) the commission by the executive of an act of fraud, embezzlement or misappropriation of funds; (iv) a material breach by
the executive of any material provision of any agreement to which the executive and we are party, which breach is not cured within 30
days after our delivery to the executive of written notice of such breach; or (v) the executive's refusal to carry out a lawful
written directive from our Board. "Good reason" as defined in the severance agreements means, without the executive's
consent: (i) a change in the principal location at which the executive performs his duties to a new work location that is at least 50
miles from the prior location; or (ii) a material change in the executive's compensation, authority, functions, duties or responsibilities,
which would cause his position with us to become of less responsibility, importance or scope than his prior position, provided, however,
that such material change is not in connection with the termination of the executive's employment with us for any reason.

 In
the event that an officer entitled to receive or receives payment or benefit under the severance agreements described above, or under
any other plan, agreement or arrangement with us, or any person whose action results in a change in control or any other person affiliated
with us and it is determined that the total amount of payments will be subject to excise tax under Section 4999 of the Internal Revenue
Code, or any similar successor provisions, we will be obligated to pay such officer a "gross up" payment to cover all taxes,
including any excise tax and any interest or penalties imposed with respect to such taxes due to such payment.

 Code
of Business Conduct Violations

 It
is our policy under our Code of Business Conduct to take appropriate action against any executive officer whose actions are found to
violate the Code or any other policy of SINTX. Disciplinary actions may include immediate termination of employment and, where SINTX
has suffered a loss, pursuing its remedies against the executive officer responsible. SINTX will cooperate fully with the appropriate
authorities where laws have been violated.

 Role
of the Board in Risk Oversight

 Risk
is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible
for the day-to-day management of the risks that we face, while our Board of Directors, as a whole and through its committees, has responsibility
for the oversight of risk management. In its risk oversight role, our Board of Directors is responsible for satisfying itself that the
risk management processes designed and implemented by management are adequate and functioning as designed.

 Our
Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through
our Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent
in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk
exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to
consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures,
including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also
monitors oversight of the performance of our internal audit function. Our Corporate Governance and Nominating Committee monitors the
effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating
conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to
encourage excessive risk-taking or promote behaviors contra to our Code of Business Conduct.

 Board

 The
following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2023 to each of our non-employee
directors.

 Name

 Fees Earned or
 Paid in Cash
 ($)

 Stock Awards
 ($)

 Option Awards
 ($)(5)

 Total
 ($)

 David W. Truetzel (1)

 $
 120,780

 $
 -

 $
 3,427

 $
 124,207

 Jeffrey S. White (2)

 40,000

 -

 3,427

 43,427

 Eric A. Stookey (3)

 40,000

 -

 3,427

 43,427

 Mark Froimson (4)

 40,000

 -

 3,180

 43,180

 (1)

 As
 of December 31, 2023 Mr. Truetzel had 900 option awards outstanding.

 (2)

 As
 of December 31, 2023 Mr. White had 900 option awards outstanding.

 (3)

 As
 of December 31, 2023 Mr. Stookey had 900 option awards outstanding.

 (4)

 As
 of December 31, 2023 Mr. Froimson had 850 option awards outstanding.

 (5)

 The
 amounts in this column do not reflect compensation actually received by our non-employee directors nor do they reflect the actual
 value that will be recognized by the non-employee directors. Instead, the amounts reflect the aggregate grant date fair value computed
 in accordance with Accounting Standards Codification ("ASC") 718 of awards of stock options made to non-employee directors
 for the fiscal year ended December 31, 2023 but excludes an estimate for forfeitures. The fair value of each option award is estimated
 on the date of grant using the Black-Scholes option-pricing model.

 The
following compensation schedule sets forth compensation for non-employee directors (paid on a quarterly basis) as approved by the Board:

 Annual
 Retainer of $40,000 paid in 12 equal monthly installments of $3,333 each;

 $1,000
 for each board and committee meeting attended in person;

 $500
 for each board and committee meeting attended via telephone or other remote medium; and

 Reimbursement
 of reasonable expenses as supported by documentation and receipts.

 A
new Board appointee receives an award of 400 stock options upon appointment. Further, each non-employee member of the Board is awarded
an option grant for 150 stock options on an annual basis.

 The
chair of the Audit Committee is paid an annual retainer of $120,000 payable in monthly increments of $10,000 each.

 Equity
Compensation Plan Information

 The
following table sets forth information as of December 31, 2023 relating to all of our equity compensation plans:

 Plan Category

 (a) Number of
 to be Issued upon
 Exercise of
 Outstanding
 Options, Warrants and Rights

 (b) Weighted-
 average
 Exercise
 Price of
 Outstanding
 Options, Warrants and Rights

 (c) Number of Securities
 Remaining Available for Future Issuance under
 Equity Compensation
 Plans (Excluding
 Securities Referenced
 in Column (a))

 Equity compensation plans approved by stockholders

 27,515
 (1)

 $
 113.54
 (2)

 6,268

 Equity compensation plans not approved by Stockholders

 -

 -

 -

 Total

 27,515
 (1)

 $
 113.54
 (2)

 6,268

 (1)

 Includes
 options outstanding under our 2020 Equity Incentive Plan.

 (2)

 weighted-average exercise price per share of common stock acquirable upon exercise of outstanding stock options.

 2020
Equity Incentive Plan

 The
2020 Plan provides for the grant of nonqualified stock options, incentive stock options, restricted stock, restricted stock units, stock
appreciation rights (SARs), and performance share awards to employees, officers, consultants, advisors, non-employee directors and independent
contractors designated by either the board of directors of the Company or if so authorized by the board of directors, the Compensation
Committee (the "Committee") of the Board of Directors. Under the 2020 Plan, the maximum number of shares of common stock
which may be issued, subject to adjustment as described below, is 19,025 shares of common stock, which includes 25 shares that have been
rolled over from our 2012 Plan. In addition, 4 shares that were subject to outstanding awards under our 2012 Plan were forfeited or reacquired
by the Company due to termination or cancellation of the awards and are now part of the total number of shares of common stock permitted
to be granted under the 2020 Plan. For stock options and SARs, the aggregate number of shares with respect to which such awards are exercisable,
rather than the number of shares actually issued upon exercise, will be counted against the number of shares available for awards under
the 2020 Plan. If awards under the 2020 Plan expire or otherwise terminate without being exercised, the shares not acquired pursuant
to such awards again become available for issuance under the 2020 Plan in accordance with its terms. However, under the following circumstances,
shares will not again be available for issuance under the 2020 Plan: (i) shares unissued due to a "net exercise" of a stock
option, (ii) any shares withheld, or shares tendered to satisfy tax withholding obligations with respect to a stock option or SAR, (iii)
shares covered by a SAR that is not settled in shares upon exercise and (iv) shares repurchased using stock option exercise proceeds.

 Administration

 The
2020 Plan is to be administered by the Committee, or in the board of director's sole discretion, by the board of directors.

 Subject
to the express provisions of the 2020 Plan, the Committee has authority to administer and interpret the 2020 Plan, including the authority
to determine who is eligible to participate in the 2020 Plan and to whom and when awards are granted under the 2020 Plan, to grant awards,
to determine the number of shares of common stock subject to awards and the exercise or purchase price of such shares under an award,
to establish and verify the extent of satisfaction of any performance criteria applicable to awards, to prescribe and amend the terms
of the agreements evidencing awards made under the 2020 Plan, and to make other determinations deemed necessary or advisable for the
administration of the 2020 Plan.

 Eligibility

 Participants
under the 2020 Plan are limited to employees, officers, non-employee directors, and consultants providing services to the Company, or
any person to whom an offer of employment or engagement with the Company is extended.

 Transferability

 Generally,
no award (other than fully vested and unrestricted shares) and no right under any such award shall be transferable by a participant other
than by will or by the laws of descent and distribution, and no award (other than fully vested and unrestricted shares) or right under
any such award may be pledged, alienated, attached or otherwise encumbered.

 Corporate
Transactions

 In
the event of any Change-in-Control Event (as defined in the 2020 Plan), reorganization, merger, consolidation, split-up, spin-off, combination,
plan of arrangement, take-over bid or tender offer, repurchase or exchange of common stock or other securities of the Company or any
other similar corporate transaction or event involving the Company, all outstanding options and SARs shall become immediately exercisable
with respect to 100% of the shares subject to such options or SARs, and/or the restricted period shall expire immediately with respect
to 100% of the outstanding shares of restricted stock awards or restricted stock units. Further, with respect to performance share awards
and cash awards, in the event of a Change-in-Control, all performance goals or other vesting criteria will be deemed achieved at 100%
of target levels and all other terms and conditions will be deemed met.

and Termination

 No
awards may be granted pursuant to the 2020 Plan after the ten-year anniversary of the effective date of the 2020 Plan which, if the shareholders
approve the amendment and restatement of the 2020 Plan, will be April 21, 2030.

 The
Committee may amend, modify or terminate an outstanding award, provided, however, that, except as expressly provided in the 2020 Plan,
the Committee may not, without the participant's consent, amend, modify or terminate an outstanding award unless it determines
that the action would not adversely alter or impair the terms or conditions of such award. However, the Committee reserves the right
to reprice any previously granted "underwater" option or SAR by (i) lowering the exercise price, (ii) canceling the underwater
option or SAR and granting a substitute award, or (iii) repurchasing the underwater option or SAR.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information regarding the beneficial ownership of our common stock as of March 1, 2024 by:

 each
 of our current directors;

 each
 of our executive officers; and

 all
 of our directors and executive officers as a group;

 each
 stockholder known by us to own beneficially more than 5% of our Common Stock.

 Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Shares of common stock that may be acquired by an individual or group within 60 days of March 1, 2024, pursuant to the exercise or vesting
of options or warrants or conversion of convertible promissory notes, are deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of
any other person shown in the table. Percentage of shares beneficially owned is based on 22,400,130 shares issued and outstanding on
March 1, 2024.

 Except
as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with
respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders.
The address for each director and executive officer listed is: c/o SINTX Technologies, Inc., 1885 West 2100 South, Salt Lake City, Utah
84119.

 Shares Beneficially Owned

 Name and Address of Beneficial Owner

 Percentage

 Five Percent Stockholders:

 none

 Directors and Named Executive Officers:

 B. Sonny Bal, M.D. (1)

 3,578

 *

 David W. Truetzel (2)

 *

 Jeffrey S. White (3)

 *

 Eric A. Stookey (4)

 *

 David O'Brien (5)

 4,001

 *

 Mark Froimson, M.D. (6)

 *

 All executive officers and directors as a group (6 persons)

 11,129

 *

 *

 Indicates
 ownership of less than 1% of the outstanding shares of the Company's common stock.

 (1)

 131 shares of Common Stock, restricted stock units exercisable into 10 shares of Common Stock within 60 days of March 1, 2024, and
 options to purchase 3,438 shares of Common Stock that are currently exercisable within 60 days of March 1, 2024.

 (2)

 options to purchase 900 shares of Common Stock that are currently exercisable within 60 days of March 1, 2024.

 (3)

 options to purchase 900 shares of Common Stock that are currently exercisable within 60 days of March 1, 2024.

 (4)

 options to purchase 900 shares of Common Stock that are currently exercisable within 60 days of March 1, 2024.

 (5)

 643 shares of Common Stock, restricted stock units exercisable into 6 shares of Common Stock within 60 days of March 1, 2024, and
 options to purchase 3,351 shares of Common Stock that are currently exercisable within 60 days of March 1, 2024

 (6)

 options to purchase 850 shares of Common Stock that are currently exercisable within 60 days of March 1, 2024.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 We
have not entered into any transactions since January 1, 2023 to which we have been a party, in which the amount involved in the transaction
exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years,
and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our common stock, on
an as converted basis, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material
interest, other than equity and other compensation, termination, change in control and other arrangements, which are described above
under "Executive and Director Compensation."

 Indemnification
Agreements: We have entered into indemnification agreements with each of our executive officers and directors that require us to indemnify
such persons against any and all expenses, including judgments, fines or penalties, attorney's fees, witness fees or other professional
fees and related disbursements and other out-of-pocket costs incurred, in connection with any action, suit, arbitration, alternative
dispute resolution mechanism, investigation, inquiry or administrative hearing, whether threatened, pending or completed, to which any
such person may be made a party by reason of the fact that such person is or was a director, officer, employee or agent of our company,
provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in,
or not opposed to, our best interests. The indemnification agreements also set forth procedures that will apply in the event of a claim
for indemnification thereunder. We believe that these provisions and agreements are necessary to attract and retain qualified persons
as directors and officers.

 Policy
for Review of Related Party Transactions

 We
have a policy for the review of transactions with related persons as set forth in our Audit Committee Charter and internal practices.
The policy requires review, approval or ratification of all transactions in which we are a participant and in which any of our directors,
executive officers, shareholders holding more than 5% of our outstanding common stock, an immediate family member of any of the foregoing
persons or any other person who the Board determines may be considered to be a related person has a direct or indirect material interest
and which meet the threshold requirements set forth in Item 404 of Regulation S-K under the Exchange Act (typically $120,000 or more
in value). All related party transactions must be reported for review by the Audit Committee pursuant to the Audit Committee's
charter.

 In
reviewing and approving such transactions, the Audit Committee shall obtain, or shall direct management to obtain on its behalf, all
information that the Audit Committee believes to be relevant and important to a review of the transaction prior to its approval. Following
receipt of the necessary information, a discussion shall be held of the relevant factors if deemed to be necessary by the Audit Committee
prior to approval. No related party transaction shall be entered into prior to the completion of these procedures.

 Following
its review, the Audit Committee determines whether these transactions are in, or not inconsistent with, the best interests of the Company
and its stockholders, taking into consideration whether they are on terms no less favorable to the Company than those available with
other parties and the related person's interest in the transaction.

 Our
policy for review of transactions with related persons was followed in all of the transactions set forth above and all such transactions
were reviewed and approved in accordance with our policy for review of transactions with related persons.

Independence

 Information
regarding the independence of directors is disclosed above under Item 10 under the heading "The Board and Committees" and
incorporated herein by reference.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 The
aggregate fees and expenses incurred from our principal accounting firm, Tanner LLC, for fiscal years ended December 31, 2023 and 2022,
were as follows (in thousands):

 Year Ended
 December 31, 2023

 Year Ended
 December 31, 2022

 Audit fees

 $
 209,666

 $
 160,620

 Audit related fees

 150,253

 70,953

 Total Fees

 $
 359,919

 $
 231,573

 Each
of the permitted non-audit services has been pre-approved by the Audit Committee or the Audit Committee's Chairman pursuant to
delegated authority by the Audit Committee, other than de minimus non-audit services for which the pre-approval requirements are waived
in accordance with the rules and regulations of the Securities and Exchange Commission.

 Audit
Fees

 Consist
of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial
statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory
and regulatory filings or engagements.

 Audit
Related Fees

 Consist
of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated
financial statements (i.e. consents and comfort letters associated with offerings) and are not reported under "Audit Fees".

 Policy
for Approval of Audit and Permitted Non-Audit Services

 The
Audit Committee charter provides that the Audit Committee will pre-approve audit services and non-audit services to be provided by our
independent auditors before the accountant is engaged to render these services. The Audit Committee may consult with management in the
decision-making process, but may not delegate this authority to management. The Audit Committee may delegate its authority to pre-approve
services to one or more committee members, provided that the designees present the pre-approvals to the full committee at the next committee
meeting.

 PART
IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

is made to the Index to Consolidated Financial Statements beginning on Page F-1 hereof.

 (1)

 Statements. The following consolidated financial statements and the notes thereto, and the Report of Independent Registered Public
 Accounting Firm are incorporated by reference as provided in Item 8 of this report:

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 (2)

 Financial Statement Schedules

Financial Statement Schedules have been omitted because they are either not required or not applicable, or because the information required
to be presented is included in the consolidated financial statements or the notes thereto included in this Annual Report.

 (3)

 Exhibits

 The
exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report and such Exhibit
Index is incorporated by reference.

 Filed
 with

 this

 Incorporated
 by

 herein from

 Form
 or Schedule

 Filing
 Date

 SEC
 File/Reg.

 2.1

 Asset
 Purchase Agreement by and among Amedica Corporation, CTL Corporation and US Spine Inc. dated as of September 5, 2018

 Form
 8-K (Exhibit 2.1)

 2.2+

 Asset
 Purchase Agreement by and among SINTX Technologies, Inc. and B4C, LLC, dated July 20, 2021.

 Form
 8-K (Exhibit 2.1)

 7/26/21

 2.3

 Stock
 Purchase Agreement

 Form
 8-K (Exhibit 2.1)

 7/6/22

 3.1

 Restated
 Certificate of Incorporation of the Registrant

 Form

 2/20/14

 3.1.1

 of Amendment to the Restated Certificate of Incorporation of SINTX Corporation

 Form

 1/22/16

 3.1.2

 of Amendment to the Restated Certificate of Incorporation of SINTX Corporation

 Form

 11/16/17

 3.1.3

 of Designation of Series B Preferred Stock

 Form

 5/15/18

 3.1.4

 of Amendment to the Restated Certificate of Incorporation

 Form

 11/02/18

 3.1.5

 of Amendment to the Restated Certificate of Incorporation of SINTX Technologies, Inc.

 Form

 7/26/19

 3.1.6

 of Designation of Series C Preferred Stock

 Form

 2/07/20

 3.1.7

 of Designation of Series D Preferred Stock

 Form

 3.1.8

 of Designation of Series E Preferred Stock

 Form

 10/28/22

 3.1.9

 of Amendment to the Restated Certificate of Incorporation of Sintx Technologies, Inc.

 Form

 12/19/22

 3.2

 Amended
 and Restated Bylaws of SINTX Technologies, Inc.

 Form

 10/01/21

 4.1

 Form
 of Common Stock Certificate of the Registrant

 No. 3 to Form S-1 (Exhibit 4.1)

 1/29/14

 333-192232

 Filed
 with

 this

 Incorporated
 by

 herein from

 Form
 or Schedule

 Filing
 Date

 SEC
 File/Reg.

 4.2

 Form
 of Common Stock Warrant

 Form
 S-1/A

 1/15/20

 333-234438

 4.3

 Form
 of Warrant Agency Agreement between Amedica Corporation and American Stock Transfer and Trust Company, LLC, dated February 6, 2020

 Form

 2/07/20

 4.4

 Issued to Maxim Group LLC on February 6, 2020

 Form
 8-K (Exhibit 4.1)

 2/07/20

 4.5

 Issued to Ascendiant Capital Markets, LLC on February 6, 2020

 Form
 8-K (Exhibit 4.2)

 2/07/20

 4.6

 Form
 of Indenture

 Form
 S-3 (Exhibit 4.2)

 3/25/19

 333-230492

 4.7

 Dealer
 Manager Warrants issued to Maxim Group LLC on October 17, 2022

 Form
 8-K (Exhibit 4.1)

 4.8

 Dealer
 Manager Warrants issued to Ascendiant Capital Markets, LLC on October 17, 2022

 Form
 8-K (Exhibit 4.2)

 4.9

 Form
 of Class A Warrant

 Form
 8-K (Exhibit 4.3)

 4.10

 Form
 of Class B Warrant

 Form
 8-K (Exhibit 4.4)

 4.11

 Form
 of Class C Warrant

 Form
 S-1 (Exhibit 4.13)

 2/7/23

 4.12

 Form
 of Pre-Funded Warrant

 Form
 S-1 (Exhibit 4.14)

 2/6/23

 4.13

 Form
 of Class D Warrant

 Form
 S-1 (Exhibit 4.15)

 2/7/23

 4.14

 Form
 of Placement Agent Warrant

 Form
 S-1 (Exhibit 4.16)

 2/6/23

 4.15

 Agency Agreement

 Form
 8-K (Exhibit 4.5)

 2/9/23

 4.16

 Form
 of Pre-Funded Warrant

 Form
 8-K (Exhibit 4.1)

 4.17

 Form
 of Class E Warrant

 Form
 8-K (Exhibit 4.2)

 4.18

 Form
 of Class F Warrant

 Form
 8-K (Exhibit 4.3)

 4.19

 Form
 of Placement Agent Warrant

 Form
 8-K (Exhibit 4.4)

 4.20

 Form
 of Warrant Agency Agreement

 Form
 8-K (Exhibit 4.5)

 4.21

 Form
 of Senior Indenture, to be entered into between the Registrant and the trustee designated therein

 Form
 S-3 (Exhibit 4.14)

 10/12/23

 333-274951

 4.22

 Form
 of Subordinated Indenture, to be entered into between the Registrant and the trustee designated therein

 Form
 S-3 (Exhibit 4.16)

 10/12/23

 333-274951

 4.23

 Description of Registrant's Securities

 X

 10.1

 Centrepointe
 Business Park Lease Agreement Net by and between the Registrant and Centrepointe Properties, LLC, dated as of April 21, 2009

 Form
 S-1 (Exhibit 10.10)

 11/8/13

 333-192232

 10.2

 First
 Addendum to Centrepointe Business Park Lease Agreement Net by and between the Registrant and Centrepointe Properties, LLC, dated
 as of January 31, 2012

 Form
 S-1 (Exhibit 10.11)

 11/8/13

 333-192232

 10.3

 Form
 of Change of Control Agreement*

 Form

 7/22/15

 10.4

 Form
 of Indemnification Agreement by and between the Registrant and its officers and directors

 No. 2 Form S-1 (Exhibit 10.14)

 12/20/13

 333-192232

 Filed
 with

 this

 Incorporated
 by

 herein from

 Form
 or Schedule

 Filing
 Date

 SEC
 File/Reg.

 10.5

 Exchange
 Agreement dated April 4, 2016, by and among SINTX Corporation and Riverside Merchant Partners, LLC

 Form
 8-K (Exhibit 10.2)

 4/05/16

 10.6

 Form
 of Warrant Amendment Agreement

 Form
 S-1 (Exhibit 10.26)

 4/26/18

 333-223032

 10.7

 to Centrepointe Business Park Lease Agreement, dated June 7, 2019, between SINTX Technologies, Inc. and Centrepointe Properties,
 LLC.

 Form

 6/10/19

 10.8

 Promissory
 Note issued by CTL Corporation in favor of Amedica Corporation dated as of October 1, 2018.

 Form

 10.9

 Security
 Agreement between Amedica Corporation and CTL Corporation dated as of October 1, 2018.

 Form
 8-K (Exhibit 10.2)

 10.10

 Guaranty
 between Amedica Corporation and Daniel Chon dated as of October 1, 2018.

 Form
 8-K (Exhibit 10.3)

 10.11

 ROFN
 Security Agreement between Amedica Corporation and CTL Corporation dated as of October 1, 2018.

 From
 8-K (Exhibit 10.4)

 10.12

 Promissory
 Note, dated April 28, 2020 between SINTX Technologies, Inc. and First State Community Bank.

 Form

 4/30/20

 10.13

 Form
 of Share Purchase Agreement

 Form
 8-K (Exhibit 99.1)

 6/29/20

 10.14

 Placement
 Agency Agreement

 Form
 8-K (Exhibit 99.2)

 6/29/20

 10.15

 Form
 of Share Purchase Agreement

 Form
 8-K (Exhibit 99.1)

 7/20/20

 10.16

 Placement
 Agency Agreement

 Form
 8-K (Exhibit 99.2)

 7/20/20

 10.17

 Form
 of Share Purchase Agreement

 Form
 8-K (Exhibit 99.1)

 8/6/20

 10.18

 Placement
 Agency Agreement

 Form
 8-K (Exhibit 99.2)

 8/6/20

 10.19

 Form
 of Indenture

 Form
 S-3 (Exhibit 4.18)

 10/2/20

 333-249267

 10.20

 Equity
 Distribution Agreement, dated as of February 25, 2021, by and between SINTX Technologies, Inc. and Maxim Group LLC

 Form

 2/26/20

 10.21

 2020
 Equity Incentive Plan

 Defn
 14a Proxy Statement

 7/10/2020

 10.22

 Form
 of Warrant Agency Agreement between SINTX Technologies, Inc. and American Stock Transfer & Trust Company, LLC

 Form

 10.23

 to Equity Distribution Agreement, dated as of January 10, 2023 by and between SINTX Technologies, Inc., and Maxim Group LLC

 Form

 1/13/23

 10.24

 Form
 of Securities Purchase Agreement

 Form

 2/9/23

 10.25

 Form
 of Placement Agent Agreement

 Form
 S-1 (Exhibit 10.25)

 2/6/23

 10.26

 Form
 of Securities Purchase Agreement

 Form

 10.27

 Form
 of Placement Agency Agreement

 Form
 8-K (Exhibit 10.2)

 Filed
 with this

 Incorporated
 by

 herein from Form or Schedule

 Filing
 Date

 SEC
 File/Reg.

 21.1

 List of Subsidiaries

 X

 23.1

 Consent of Independent Registered Public Accounting Firm, Tanner LLC

 X

 31.1

 Certification of Chief Executive Officer

 X

 31.2

 Certification of Principal Financial Officer

 X

 Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 X

 SINTX Technologies, Inc. Clawback Policy

 X

 SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 Cover

 *

 Management
 contract of compensatory plan or arrangement

 +

 Schedules
 and exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally
 a copy of any omitted schedule or exhibit to the SEC upon request.

 A
 portion of this Exhibit has been omitted as it contains information that (i) is not material and (ii) would be competitively harmful
 if publicly disclosed.

 (A)

 (Extensible Business Reporting Language) information
 is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange
 Act of 1934.

 ITEM
 16.

 FORM
 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 SINTX

 Date:

 /s/
 B. Sonny Bal

 B.
 Sonny Bal

 Chief
 Executive Officer

 (Principal
 Executive Officer and Principal Financial Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Date:

 /s/
 B. Sonny Bal

 B.
 Sonny Bal, M.D., Director

 Date:

 /s/
 David W. Truetzel

 David
 W. Truetzel, Director

 Date:

 /s/
 Jeffrey S. White

 S. White, Director

 Date:

 /s/
 Eric A. Stookey

 Eric
 A. Stookey, Director

 Date:

 /s/
 Mark Froimson

 Mark
 Froimson, M.D., Director

 As
 of and For the Years ended December 31, 2023 and 2022

 Report of Independent Registered Public Accounting Firm (PCAOB ID 270)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

of Independent Registered Public Accounting Firm

 Board
of Directors and Stockholders of

 SINTX

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of SINTX Technologies, Inc. and subsidiaries (the "Company") as
of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows for each
of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has recurring losses
from operations and negative operating cash flows and needs to obtain additional financing to finance its operations. These issues raise
substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that
our audits provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

 Warrants
classified as Derivative Liabilities Valuation

 As
described in Note 1 to the financial statements, the Company initially records warrants classified as derivative liabilities at fair
value and is required to re-measure the fair value each reporting period. The Company estimates the fair value of these instruments using
Monte-Carlo valuation models. The significant assumptions used in estimating the fair value include the exercise price, volatility of
the stock underlying the instrument, risk-free interest rate, estimated fair value of the stock underlying the instrument and the estimated
life of the instrument.

 We
obtained an understanding and evaluated the design and implementation of controls over the Company's process for calculating the
fair values of the warrants classified as derivative liabilities, including controls over management's review of the significant
assumptions described above.

 To
test the estimated fair value of the warrants classified as derivative liabilities, we performed audit procedures that included, among
others, assessing methodologies and testing the significant assumptions discussed above as well as the underlying data used by the Company
in its analysis, and evaluating management's specialist.

 /s/
 TANNER LLC

 (PCAOB
 ID 270)

 We
 have served as the Company's auditors since 2017

 Lehi,
 Utah

 March
 27, 2024

 F- 2

 SINTX

Balance Sheets

 (in
thousands, except share and per share data)

 As of December 31,

 2023

 2022

 Assets

 Current assets:

 Cash and cash equivalents

 $
 3,340

 $
 6,245

 Account and other receivables, net of allowance totaling 72 and 7 respectively

 Prepaid expenses and other current assets

 Other current assets

 Total current assets

 5,532

 7,209

 Inventories, net

 Property and equipment, net

 4,826

 5,691

 Intangible assets, net

 Operating lease right of use asset

 4,094

 2,309

 Other long-term assets

 Total assets

 $
 15,365

 $
 15,773

 Liabilities and Stockholders' Equity

 Current liabilities:

 Accounts payable

 $

 $

 Accrued liabilities

 1,404

 1,618

 Current portion of long-term debt

 Derivative liabilities

 5,126

 Current portion of operating lease liability

 Other current liabilities

 Total current liabilities

 2,906

 8,078

 Operating lease liability, net of current portion

 3,687

 1,621

 Long term debt, net of current portion

 -

 Other long-term liabilities

 -

 Total liabilities

 6,593

 10,069

 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; 26 shares issued and outstanding as of both December 31, 2023 and 2022.

 -

 -

 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 both December 31, 2023 and 2022.

 -

 -

 Convertible preferred stock Series D, $ 0.01 par value, 130,000,000 total shares authorized inclusive of all series of preferred; 180 and 206 shares issued and outstanding of December 31, 2023 and December 31, 2022 respectively.

 -

 -

 Convertible preferred stock Series E, $ 0.01 par value, 130,000,000 total shares authorized inclusive of all series of preferred; 0 and 1 shares issued and outstanding of December 31, 2023 and December 31, 2022 respectively.

 -

 -

 Preferred stock value

 -

 -

 Common stock, $ 0.01 par value, 250,000,000 shares authorized; 5,320,671 and 542,145 shares issued and outstanding as of December 31, 2023 and 2022, respectively.

 Additional paid-in capital

 279,433

 268,154

 Accumulated deficit

 ( 270,714
)

 ( 262,455
)

 Total stockholders' equity

 8,772

 5,704

 Total liabilities and stockholders' equity

 $
 15,365

 $
 15,773

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 SINTX

Statements of Operations

 (in
thousands, except share and per share data)

 2023

 2022

 Product revenue

 $
 1,226

 $

 Grant and contract revenue

 1,401

 Total revenue

 2,627

 1,561

 Costs of revenue

 Gross profit

 1,843

 1,296

 Operating expenses:

 Research and development

 8,713

 6,450

 General and administrative

 4,222

 3,990

 Sales and marketing

 1,137

 1,336

 Grant and contract expenses

 1,129

 Total operating expenses

 15,201

 12,631

 Loss from operations

 ( 13,358
)

 ( 11,335
)

 Other income (expenses):

 Interest expense

 ( 2
)

 ( 17
)

 Interest income

 Gain (loss) on the disposal of assets

 ( 1
)

 Change in fair value of derivative liabilities

 5,718

 ( 1,091
)

 Offering costs of derivative liabilities

 ( 786
)

 -

 Other income (expense)

 Total other income (expense), net

 5,099
)

 ( 704
)

 Net loss before income taxes

)

)

 Provision for income taxes

 -

 -

)

)

 Deemed dividend related to beneficial conversion feature on convertible preferred stock

 ( 26
)

)

 $
 ( 8,285
)

 $
 ( 16,489
)

 Net loss per share – basic and diluted

 Basic – net loss

 $
 ( 2.21
)

 $
 ( 39.92
)

 Basic – deemed dividend and accretion of a discount on conversion of preferred stock

 ( 0.01
)

 ( 14.75
)

 Basic – attributable to common stockholders

 $
 ( 2.22
)

 $
 ( 54.67
)

 Diluted – net loss

 $
 ( 3.12
)

 $
 ( 46.79
)

 Diluted - deemed dividend and accretion of a discount on conversion of preferred stock

 ( 0.01
)

 ( 14.02
)

 Diluted – attributable to common stockholders

 $
 ( 3.13
)

 $
 ( 60.81
)

 Weighted average common shares outstanding:

 Basic

 3,736,412

 301,610

 Diluted

 4,357,242

 317,323

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 SINTX

Statements of Stockholders' Equity

 (in
thousands, except share data)

 Preferred Stock

 Common Stock

 Paid-In

 Accumulated

 Total

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance as of December 31, 2021

 $
 -

 247,105

 $

 $
 267,609

 $
 ( 250,416
)

 $
 17,195

 Stock based compensation

 -

 -

 -

 -

 Preferred stock issued for cash

 -

 -

 -

 -

 Preferred stock issued for derivative liability

 4,656

 -

 -

 -

 -

 -

 -

 Issuance of common stock from conversion of preferred stock

 ( 4,451
)

 -

 294,672

 ( 3
)

 -

 -

 Issuance of agent warrants

 -

 -

 -

 -

 -

 Deemed dividend related to the conversion of preferred stock

 -

 -

 -

 -

 4,450

 -

 4,450

 Deemed dividend related to the conversion of preferred stock

 -

 -

 -

 -

)

 -

)

 Acquisition of subsidiary

 -

 -

 -

 -

 -

 Round up shares issued in reverse split

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance as of December 31, 2022

 -

 542,145

 268,154

 ( 262,455
)

 5,704

 Balance

 -

 542,145

 268,154

 ( 262,455
)

 5,704

 Stock based compensation

 -

 -

 -

 -

 Common stock issued for cash, net of cash fees

 -

 -

 3,092,499

 4,763

 -

 4,794

 Prefunded warrants issued for cash, net of cash fees

 -

 -

 -

 -

 -

 Extinguishment of derivative liability upon exercise of warrant

 -

 -

 -

 -

 5,753

 -

 5,753

 Issuance of common stock from the exercise of prefunded warrants for cash

 -

 -

 170,000

 ( 2
)

 -

 -

 Issuance of common stock from the cashless exercise of warrants

 -

 -

 1,493,600

 ( 15
)

 -

 -

 Redemption of preferred stock

 ( 1
)

 -

 -

 -

 ( 2
)

 -

 ( 2
)

 Issuance of agent warrants

 -

 -

 -

 -

 -

 Issuance of common stock from the conversion of preferred stock

 ( 26
)

 -

 1,723

 -

 -

 -

 -

 Deemed dividend related to the conversion of preferred stock

 -

 -

 -

 -

 ( 26
)

 -

 ( 26
)

 Deemed dividend related to the conversion of preferred stock

 -

 -

 -

 -

 -

 Round up shares issued in reverse split

 -

 -

 20,475

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance as of December 31, 2023

 $
 -

 5,320,671

 $

 $
 279,433

 $
 ( 270,714
)

 $
 8,772

 Balance

 $
 -

 5,320,671

 $

 $
 279,433

 $
 ( 270,714
)

 $
 8,772

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 SINTX

Statements of Cash Flows

 (in
thousands)

 2023

 2022

 Cash flow from operating activities

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation expense

 Amortization of right of use asset

 Amortization of intangible assets

 Stock based compensation

 Change in fair value of derivative liabilities

 ( 5,610
)

 1,091

 Loss (gain) on disposal of equipment

 ( 17
)

 Credit loss expense (recoveries)

 ( 7

)

 Changes in operating assets and liabilities:

 Account and other receivables

 ( 420
)

 ( 26
)

 Prepaid expenses and other assets

 ( 264
)

 ( 485
)

 ( 140
)

 Accounts payable and accrued liabilities

 ( 12
)

 Other liabilities

 ( 370
)

 ( 128
)

 Payments on operating lease liability

 ( 689
)

 ( 586
)

 Net cash used in operating activities

 ( 14,115
)

 ( 10,263
)

 Cash flows from investing activities

 Purchase of property and equipment

 ( 530
)

 ( 1,405
)

 Proceeds from the sale of property and equipment

 Cash acquired in acquisition (see Note 2)

 -

 Net cash used in investing activities

 ( 501
)

 ( 1,101
)

 Cash flows from financing activities

 Proceeds from issuance of warrant derivative liabilities

 6,650

 -

 Proceeds from issuance of preferred stock recorded as derivative liabilities, net

 -

 3,842

 Proceeds from issuance of common stock and prefunded warrants, net of cash fees

 5,177

 -

 Proceeds from issuance of preferred stock, net

 -

 Redemption of preferred stock Series E

 ( 2
)

 -

 Principal payment on debt

 ( 114
)

 ( 509
)

 Net cash provided by financing activities

 11,711

 3,336

 Net decrease in cash and cash equivalents

 ( 2,905
)

 ( 8,028
)

 Cash and cash equivalents at beginning of year

 6,245

 14,273

 Cash and cash equivalents at end of year

 $
 3,340

 $
 6,245

 2023

 2022

 Noncash investing and financing activities

 Reduction of derivative liability upon exercise of warrants

 $
 5,753

 $
 -

 Right of use asset for amended lease liability – increase

 2,504

 -

 Right-of-use assets and assumption of operating lease liability

 Issuance of common stock for the cashless exercise of warrants

 -

 Issuance of prefunded warrants

 -

 Right of use asset for amended lease liability – decrease

 ( 89
)

 -

 Acquisition of subsidiary through assumption of debt (see Note 2)

 -

 Conversion of preferred stock to common stock

 -

 Supplemental cash flow information

 Cash paid for interest

 $

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 1.
 Organization and Summary of Significant Accounting Policies

 The
consolidated financial statements include the accounts of SINTX Technologies, Inc. ("SINTX") and its wholly-owned subsidiaries,
SINTX Armor, Inc. ("SINTX Armor") and Technology Assessment and Transfer, Inc. (TA&T), which are collectively referred
to as "we" or "the Company". SINTX was incorporated in the state of Delaware on December 10, 1996 (and was previously
known as Amedica Corporation). The Company is an advanced ceramics materials company focused on providing solutions in a variety of medical,
industrial, and antipathogenic applications. SINTX is a company that has grown over time from focusing on the research and development
of silicon nitride for use in human interbody implants to becoming an advanced ceramics company engaged in many different fields, and
this has enabled the Company to focus on core competencies. The core strength of the Company is the manufacturing, research, and development
of advanced ceramics for external partners. The Company presently manufactures ceramic powders and components in its Salt Lake City and
Maryland facilities. The SINTX Salt Lake City facility is FDA and ANVISA registered, ISO 13485:2016 certified, and ASD9100D certified.
The Company's products are primarily sold in the United States.

 The
Company is focused on building revenue generating opportunities in three business industries - antipathogenic, industrial (including
armor), and biomedical – thereby connecting with current and new customers, partners and manufacturers to help realize the goal
of leveraging expertise in high-tech ceramics to create new, innovative opportunities across these sectors. We expect our continued investment
in research and development to provide additional revenue opportunities.

 The
Company's initial focus was the development and commercialization of products made from silicon nitride for use in spinal fusion
and hip and knee replacement applications. SINTX believes it is the first and only manufacturer to use silicon nitride in medical applications
primarily focused on spine fusion therapies. Since then, we have developed other applications for our silicon nitride technology as well
as utilized our expertise in the use of ceramic materials in other applications. In July 2021, the Company acquired the equipment and
obtained certain proprietary know-how rights with which it intends to develop, manufacture, and commercialize protective armor from boron
carbide and a composite material of silicon carbide and boron carbide for military, law enforcement and civilian uses. The protective
armor operations are housed in SINTX Armor. In June 2022, the Company acquired TA&T, a nearly 40-year-old business with a mission
to transition advanced materials and process technologies from a laboratory environment to commercial products and services (see Note
2).

 On
October 1, 2018, the Company completed the sale of its retail spine business to CTL Medical, a Dallas, Texas-based privately held medical
device manufacturer. As a result of the sale, CTL Medical became the exclusive owner of the Company's portfolio of metal and silicon
nitride spine products, as well as access to future silicon nitride spine technologies developed by the Company. The Company's
name, Amedica, was also transferred to CTL Medical, which is now CTL Amedica. The Company serves as CTL's exclusive OEM provider
of silicon nitride products. Manufacturing, R&D, and all intellectual property related to the core, non-spine, biomaterial technology
including silicon nitride remains with the Company.

 On
October 30, 2018, the Company amended its Certificate of Incorporation with the State of Delaware to change its corporate name to SINTX
Technologies, Inc. The Company also changed its trading symbol on the NASDAQ Capital Market to "SINT".

 The
Company's new corporate brand reflects both the Company's core competence in the science and production of silicon nitride
ceramics and other ceramics, as well as encouraging prospects for the future, as an OEM supplier of spine implants to CTL Amedica, and
multiple opportunities outside of spine.

 F- 7

 Basis
of Presentation and Principles of Consolidation

 These
consolidated financial statements have been prepared by management 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. In May 2020, the Company
dissolved a wholly owned subsidiary ST Sub, Inc. At the time of dissolution, the subsidiary had no assets, liabilities, equity, or operations.

 Reverse
Stock Split

 On
December 20, 2022, the Company effected a 1 for 100 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 consolidated financial statements have been adjusted retroactively to reflect
the reverse stock split.

 Liquidity
and Capital Resources

 The
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
consolidated financial statements.

 For
the years ended December 31, 2023 and 2022, the Company incurred a net loss of $ 8.3 million and $ 12.0 million, respectively, and used
cash in operations of $ 14.1 million and $ 10.3 million, respectively. The Company had an accumulated deficit of $ 270.7 million and $ 262.5
million as of December 31, 2023 and 2022, respectively. 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, and/or raise additional funds through the capital markets. Whether and when the Company
can attain profitability and positive cash flows from operations or obtain additional financing is uncertain.

 The
Company is actively generating additional scientific and clinical data to have it published in leading industry publications. The unique
features of our advanced ceramic materials are not well known, and we believe the publication of such data would help sales efforts as
the Company approaches new prospects. The Company is also making additional changes to the sales strategy, including a focus on revenue
growth by expanding the use of silicon nitride in other areas outside of spinal fusion applications. The Company has also acquired equipment
and certain proprietary know-how for the purpose of developing, manufacturing and commercializing armored plates made from boron carbide
and a composite of boron carbide and silicon carbide for military, law enforcement and other civilian uses.

 The
Company has common stock that is publicly traded and has been able to successfully raise capital when needed since the date of the Company's
initial public offering in February 2014.

 F- 8

 On
February 25, 2021, the Company entered into an Equity Distribution Agreement (as amended, the "2021 Distribution Agreement")
with Maxim Group LLC ("Maxim"), pursuant to which the Company may sell from time to time, shares of the Company's common
stock having an aggregate offering price of up to $ 1.1 million through Maxim, as agent. As of December 31, 2023, there have been 1,317,749
shares of common stock sold under the 2021 Distribution Agreement. Subsequent to December 31, 2023 there have been 1,145,200 shares of
common stock sold under the 2021 Distribution Agreement (see Note 15). Because the Company's public float is less than $ 75 million,
we may not sell securities over a 12-month period in an amount greater than one-third of our public float.

 On
January 10, 2023, The Company entered into an amendment to our Equity Distribution Agreement (the "Distribution Agreement")
with Maxim, pursuant to which the expiration date of the Distribution Agreement was extended to the earlier of: (i) the sale of shares
having an aggregate offering price of $15.0 million, (ii) the termination by either Maxim or the Company upon the provision of fifteen
(15) days written notice, or (iii) February 25, 2024. No other changes were made to the terms of the Distribution Agreement. Because
the Company's public float is less than $ 75 million, we may not sell securities over a 12 month period in an amount greater than
one-third of our public, or approximately $3.27 million, based on a share price of $2.68 on March 3, 2023.

 On
October 17, 2022, the Company closed on the sale of 4,656 Units for gross proceeds of approximately $ 4.7 million pursuant to the terms
of a Rights Offering to holders of the Company's common stock, Series B and Series C preferred stock and holders of certain outstanding
common stock warrants. See Note 9 below for a more detailed discussion of the Rights Offering.

 On
February 10, 2023, the Company closed on a public offering of 2,150,000 units, with each unit consisting of one share of common stock,
or one pre-funded warrant to purchase one share of its common stock, one Class C Warrant to purchase one share of common stock, and one
half of one Class D Warrant with each whole Class D Warrant entitling the holder to purchase one share of common stock. Gross proceeds,
before deducting offering expenses, totaled approximately $ 12.0 million. Of the $ 12.0 million of gross proceeds, approximately $ 5.4 million
were allocated to common stock and prefunded warrants ($ 4.8 million net of offering costs) and approximately $ 6.7 million were allocated
to derivative liabilities (with approximately $ 0.7 million of cash offering costs and $ 0.1 million of agent warrant offering costs recorded
as derivative expense).

 Subsequent
to December 31, 2023, the company raised $ 4.0 million gross proceeds from a fund raise (see Note 15 Subsequent Events for more information).

 These
uncertainties raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of these uncertainties.

 Use
of Estimates

 The
preparation of 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 consolidated
financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.
As of December 31, 2023, the most significant estimate relates to derivative liabilities and stock based compensation.

 Concentrations
of Credit Risk and Significant Customers

instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and
note receivables. Because the financial institution that the Company currently uses does not participate in the Certificate of Deposit
Account Registry Service ("CDARS"), the Company does not presently have a program to limit its exposure to credit loss. The
Company's deposits, at times, may exceed federally insured limits.

 As
of December 31, 2023, two commercial customers and government agencies represent 80 % of the Company's total revenues and 78 % of
the Company's total accounts receivable as of and for the year ended December 31, 2023.

 F- 9

Recognition

 The
Company derived its product revenue primarily from the sale of aerospace components and spinal fusion products. The aerospace components
are key ceramic aircraft engine components sold to a leading manufacturer of aerospace components and systems whom the Company has entered
into a 10-year, long-term agreement. The spinal fusion products are used in the treatment of spine disorders and sold to CTL Medical,
with whom the Company signed a 10-year exclusive sales agreement in October 2018. The Company also records revenue from grants, contracts,
and awards provided by government agencies. The Company is currently pursuing other sales opportunities for silicon nitride outside the
spinal fusion application.

is recognized when control of the goods or services promised under the contract is transferred to the customer either at a point in time
(e.g., upon delivery) or over time (e.g., as performed under the contract). The Company accounts for a contract when it has approval
and commitment from both parties, the rights and payment terms of the parties are identified, the contract has commercial substance and
collectability of consideration is probable. Contracts are reviewed to determine whether there is one or multiple performance obligations.
A performance obligation is a promise to transfer a distinct good or service to a customer and represents the unit of accounting for
revenue recognition. For contracts with multiple performance obligations, the expected consideration, or the transaction price, is allocated
to each performance obligation identified in the contract based on the relative standalone selling price of each performance obligation.
Revenue is then recognized for the transaction price allocated to the performance obligation when control of the promised goods or services
underlying the performance obligation is transferred. Contract consideration is not adjusted for the effects of a significant financing
component when, at contract inception, the period between when control transfers and when the customer will pay for that good or service
is one year or less. Contact modifications that provide for additional distinct goods or services at the standalone selling price are
treated as separate contracts. The transaction price for our contracts reflects our estimate of returns, rebates and discounts, which
historically have not been significant. Amounts billed to customers for shipping and handling are included in the transaction price and
generally are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer.
The Company employs salespeople to actively seek additional customers; there are no incremental costs for obtaining customers that need
to be capitalized.

 The
Company recognizes revenue from sales of products at the time the product is shipped.

 Revenues
from grants, contracts, and awards provided by governmental agencies are recorded based upon the terms of the specific agreements, which
generally provide that revenue is earned when the allowable costs specified in the applicable agreement have been incurred or a milestone
has been met. Cash received from federal grants, contracts, and awards can be subject to audit by the grantor and, if the examination
results in a disallowance of any expenditure, repayment could be required. The duration of the government grants, contracts, and awards
varies by government entity as well as phase level. The general duration period during 2023 was 1.8 years.

 Grant,
contract, and award receivables relate to allowable amounts expended or otherwise incurred or earned in connection with the terms of
a grant, contract, or award and for which reimbursement has not yet taken place. As of December 31, 2023, government grants, contracts,
and awards accounted for approximately $ 0.3 million in accounts receivable. To be eligible to receive moneys from government agencies
the Company must meet commitments as outlined in the grant, contract, and award agreements.

 F- 10

 Costs
of Revenue

 The
expenses that are included in costs of revenue associated with product sales include all raw material and in-house manufacturing costs
for the products we manufacture.

 Cash
and Cash Equivalents

 The
Company considers all cash on deposit, money market accounts and highly-liquid debt instruments purchased with original maturities of
three months or less to be cash and cash equivalents.

are stated at the lower of cost or net realizable value, with cost for manufactured inventory determined under the standard costs, which
approximate actual costs, determined on the first-in first-out ("FIFO") method. Manufactured inventory consists of raw material,
direct labor and manufacturing overhead cost components. The Company reviews the carrying value of inventory on a periodic basis for
excess or obsolete items, and records any write-down as a cost of revenue, as necessary. Inventory that is not expected to be utilized
within 12 months of December 31, 2023, and 2022, respectively is recorded as long term.

and Equipment

and equipment, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Property and equipment
are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold
improvements are amortized over the shorter of their estimated useful lives or the related lease term, generally five years.

 The
Company reviews the carrying value of the Company's property and equipment that are held and used in the Company's operations
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability
of these assets is determined based upon expected undiscounted future net cash flows from the operations to which the assets relate,
utilizing management's best estimate, assumptions, and projections at the time. If the carrying value is determined to be unrecoverable
from future operating cash flows, the asset is deemed impaired and an impairment charge would be recognized to the extent the carrying
value exceeded the estimated fair value of the asset. The Company estimates the fair value of assets based on the estimated future discounted
cash flows of the asset.

 F- 11

 Leases

 The
Company determines if an arrangement is a lease at inception. Operating leases are in operating lease right of use asset and operating
lease liability in our consolidated balance sheet. Finance leases, if any, are included in property and equipment in our consolidated
balance sheet. Leases with an initial term of 12 months or less are not presented on the consolidated balance sheet. The Company accounts
for lease payments separately than from non-lease components. The depreciable life of the asset and leasehold improvement are limited
by the expected lease term.

 Account
and Other Receivables and Allowance for Credit Losses

assets, which potentially subject the Company to credit losses, consist primarily of receivables. We measure expected credit losses of
financial assets based on historical loss and other information available to management using type of receivable (commercial, grants
or contracts, retainage, or other) and different aging categories (less than 90 days past due, over 90 days past due, over 180 days past
due, and financially troubled customers). These expected credit losses are recorded to an allowance for credit losses valuation account
that is deducted from receivables to present the net amount expected to be collected on the financial asset on the consolidated balance
sheet. Management believes that the historical loss information it has compiled is a reasonable basis on which to determine expected
credit losses for trade receivables held as of December 31, 2023, because the composition of the trade receivables as of that date is
consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers
and its lending practices have not changed significantly over time).

 Long
Lived Intangible Assets

 The
Company evaluates the carrying value of intangibles when events or changes in circumstances indicate that the carrying value may not
be recoverable. Factors the Company considers important which could trigger an impairment review include, but are not limited to, significant
under-performance relative to historical or projected future operating results, significant changes in the manner of its use of acquired
assets or its overall business strategy, and significant industry or economic trends. The Company amortizes definite-lived intangible
assets on a straight-line basis over their useful lives. The Company recorded no impairment loss for definite-lived intangible assets
during the year ended December 31, 2023.

 Derivative
Liabilities

 Derivative
liabilities include the fair value of certain common stock warrants, that are initially recorded at fair value and are required to be
re-measured to fair value at each reporting period. The change in fair value of the instruments is recognized as a component of other
income (expense) in the Company's consolidated statements of operations until the instruments settle, expire or are no longer classified
as derivative liabilities. The Company estimates the fair value of these instruments primarily using Monte-Carlo valuation models. The
significant assumptions used in estimating the fair value include the exercise price, volatility of the stock underlying the instrument,
risk-free interest rate, estimated fair value of the stock underlying the instrument and the estimated life of the instrument.

 F- 12

 Research
and Development

 All
research and development costs, including those funded by third parties, are expensed as incurred. Research and development costs consist
of engineering, product development, test-part manufacturing, testing, developing and validating the manufacturing process, and regulatory
related costs. Research and development expenses also include employee compensation, employee and nonemployee stock-based compensation,
supplies and materials, consultant services, and travel and facilities expenses related to research activities.

 We
expect to incur additional research and development costs as we continue to develop new biomedical and antipathogenic products.

 Advertising
Costs

 Advertising
costs are expensed as incurred. The primary component of the Company's advertising expenses is advertising in trade periodicals.
Advertising costs were not significant for each of the years ended December 31, 2023 and 2022.

 Income
Taxes

 The
Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to the differences between the financial
statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation
allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 The
Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies
whenever it is deemed probable that a tax asset has been impaired, or a tax liability has been incurred for events such as tax claims
or changes in tax laws. Tax contingencies are based upon their technical merits relative tax law and the specific facts and circumstances
as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax
contingencies.

 The
Company recognizes uncertain income tax positions taken on income tax returns at the largest amount that is more-likely than-not to be
sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a
50% likelihood of being sustained.

 The
Company's policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component
of our income tax provision. For the years ended December 31, 2023 and 2022, the Company did not record any material interest income,
interest expense or penalties related to uncertain tax positions or the settlement of audits for prior periods.

 Stock-Based

 The
Company measures stock-based compensation expense related to employee stock-based awards based on the estimated fair value of the awards
as determined on the date of grant and is recognized as expense over the remaining requisite service period. The Company utilizes the
Black-Scholes-Merton option pricing model to estimate the fair value of employee stock options. The Black-Scholes-Merton model requires
the input of subjective assumptions, including the estimated fair value of the Company's common stock on the date of grant, the
expected term of the stock option, and the expected volatility of the Company's common stock over the period equal to the expected
term of the grant. The Company estimates forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods
if actual forfeitures differ from those estimates. The Company accounts for stock options to purchase shares of stock that are issued
to non-employees based on the estimated fair value of such instruments using the Black-Scholes-Merton option pricing model.

 New
Accounting Pronouncement, Not Yet Adopted

 The
Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on
its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements
will have a significant effect on its financial statements.

 F- 13

 Net
Loss Per Share – Basic and Diluted

 Basic
net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock
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 shares of common stock equivalents outstanding for the period that are determined to be
dilutive. Common stock equivalents are primarily comprised of preferred stock, options and warrants for the purchase of common stock
The Company had potentially dilutive securities, totaling approximately 0.7 million and 0.7 million shares of common stock as of December
31, 2023 and 2022, respectively.

 Below
are basic and diluted loss per share data for the year ended December 31, 2023, which are in thousands except for share and per share
data:

 Schedule
of Basic and Diluted Loss Per Share

 Basic
 Calculation

 Effect of
 Dilutive

 Diluted
 Calculation

 Numerator:

 $
)

 $
 ( 5,320
)

 $
 ( 13,579
)

 Deemed dividend and accretion of a discount

 ( 26
)

 -

 ( 26
)

 $
 ( 8,285
)

 $
 ( 5,320
)

 $
 ( 13,605
)

 Denominator:

 Number of shares used in per common share calculations:

 3,736,412

 620,830

 4,357,242

 Net loss per common share:

 $
 ( 2.21
)

 $
 ( 8.57
)

 $
 ( 3.12
)

 Deemed dividend and accretion of a discount

 ( 0.01
)

 -

 ( 0.01
)

 $
 ( 2.22
)

 $
 ( 8.57
)

 $
 ( 3.13
)

 Below
are basic and diluted loss per share data for the year ended December 31, 2022, which are in thousands except for share and per share
data:

 Basic
 Calculation

 Effect of
 Dilutive

 Diluted
 Calculation

 Numerator:

 $
)

 $
 ( 2,807
)

 $
 ( 14,846
)

 Deemed dividend and accretion of a discount

)

 -

)

 $
 ( 16,489
)

 $
 ( 2,807
)

 $
 ( 19,296
)

 Denominator:

 Number of shares used in per common share calculations:

 301,610

 15,713

 317,323

 Net loss per common share:

 $
 ( 39.92
)

 $
 ( 6.87
)

 $
 ( 46.79
)

 Deemed dividend and accretion of a discount

 ( 14.75
)

 0.73

 ( 14.02
)

 $
 ( 54.67
)

 $
 ( 6.14
)

 $
 ( 60.81
)

 F- 14

 2.
 Business Acquisition

 On
June 30, 2022, the Company entered into and closed a Stock Purchase Agreement (the "Purchase Agreement") pursuant to which
the Company acquired all of the outstanding shares of common stock of TA&T, a corporation organized under the Laws of the State of
Maryland. As a result, TA&T is a wholly owned subsidiary of the Company.

 The
Purchase Agreement sets forth approximately $ 760,000, including accrued interest, in loan obligations that the Company agreed to assume
in connection with the purchase. Further, the Purchase Agreement provides for potential earnout payments to the sellers on the achievement
of certain pre-determined gross revenue targets by TA&T for calendar years 2022 and 2023. Earnouts, if any, will be expensed as incurred,
as management does not expect the earnouts to be achieved.

 The
following table summarizes the purchase price allocation (in thousands):

 Schedule
of Business Acquisition Purchase Price Allocation

 June 30, 2022

 Assets

 Current assets

 Cash and cash equivalents

 $

 Accounts and other receivables, net of allowance

 Prepaid expenses and other receivables, net of allowance

 Total current assets

 Property and equipment, net

 Operating lease right of use asset

 Other long-term assets

 Total assets

 1,637

 Liabilities and net assets acquired

 Current liabilities

 Accounts payable

 Accrued liabilities

 Current portion of debt

 Current portion of related party debt

 Current portion of operating lease liability

 Total current liabilities

 Debt, net of current portion

 Related party debt, net of current portion

 Operating lease liability, net of current portion

 Total liabilities

 1,615

 Net assets acquired

 $

 F- 15

 The
following proforma unaudited revenue and net loss are presented as if the acquisition had been included in the consolidated results of
the Company for the year ended December 31, 2022 (in thousands).

 Schedule of Proforma Unaudited Revenue and Net Loss

 Year Ended
 December 31, 2022

 $
 2,150

 $
 ( 12,055
)

 No
amounts are included in the consolidated statement of operations relating to TA&T for the six months ended June 30, 2022,
as the transaction was closed the end of day June 30, 2022. TA&T's operations are included in the Company's consolidated statement of operations beginning July 1, 2022.

 3.

 The
components of inventory were as follows (in thousands):

 Schedule of Components of Inventory

 2023

 2022

 As of December 31,

 2023

 2022

 Raw materials

 $

 $

 WIP

 Finished goods

 Inventory net

 $
 1,221

 $

 4.
 Property and Equipment

 The
following is a summary of the components of property and equipment (in thousands):

 Schedule
of Components of Property and Equipment

 2023

 2022

 As of December 31,

 2023

 2022

 Manufacturing and lab equipment

 $
 5,597

 $
 6,192

 Leasehold improvements

 2,034

 Software and computer equipment

 Furniture and equipment

 Property and equipment, gross

 8,518

 8,003

 Less: accumulated depreciation

 ( 3,692
)

 ( 2,312
)

 Property and equipment, net

 $
 4,826

 $
 5,691

 Depreciation
expense for 2023 and 2022 was approximately $ 0.9 million and approximately $ 0.3 million, respectively.

 F- 16

 5.
 Intangible Assets

 Intangible
assets consisted of the following (in thousands):

 Schedule
of Intangible Assets

 2023

 2022

 2023

 2022

 Trademarks

 $

 $

 Less: accumulated amortization

 ( 29
)

 ( 24
)

 Intangible assets,net

 $

 $

 Amortization
expense for 2023 was approximately $ 5.0 thousand. Amortization expense for 2022 was approximately $ 5.0 thousand.

 6.
 Fair Value Measurements

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 mark-to-market liabilities 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

 -

 quoted
 market prices for identical assets or liabilities in active markets.

 Level

 -

 observable
 prices that are based on inputs not quoted on active markets but corroborated by market data.

 Level

 -

 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 were measured on a recurring basis as of December 31, 2023 and 2022. 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
December 31, 2023 and 2022.

 Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis by Level Within Fair Value Hierarchy

 Fair Value Measurements as of December 31, 2023
 (in thousands)

 Level 1

 Level 2

 Level 3

 Total

 Derivative liabilities

 Common stock warrants

 $
 -

 $
 -

 $

 $

 Fair Value Measurements as of December 31, 2022
 (in thousands)

 Level 1

 Level 2

 Level 3

 Total

 Derivative liabilities

 Common stock warrants

 $
 -

 $
 -

 $
 5,126

 $
 5,126

 F- 17

 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 years ended December 31, 2023 and 2022. 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 years ended December 31, 2023 and 2022 (in thousands):

 Schedule of Fair Value Measurement Hierarchy of Derivative Liability

 Common Stock
 Warrants

 Balance as of December 31, 2021

 $
 ( 347
)

 Issuance of derivatives

 ( 7,586
)

 Change in fair value

 2,807

 Balance as of December 31, 2022

 ( 5,126
)

 Issuance of derivatives

 ( 6,650
)

 Exercise of warrants

 5,753

 Change in fair value

 5,718

 Other

 Balance as of December 31, 2023

 $
 ( 304
)

 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 December 31, 2023, and 2022, 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 December 31,
2023 and 2022 were as follows:

 Schedule of Assumptions Used in Estimating Fair Value

 December 31, 2023

 December 31, 2022

 Weighted-average risk-free interest rate

 3.93 - 4.79
 %

 3.99 %- 4.42
 %

 Weighted-average expected life (in years)

 1.10 - 4.12

 0.07 - 4.80

 Expected dividend yield

 -
 %

 -
 %

 Weighted average expected volatility

 113.1 %- 125.7
 %

 103.6 %- 243.0
 %

 F- 18

 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.

 7.
 Accrued Liabilities

 Accrued
liabilities consisted of the following (in thousands):

 Schedule of Accrued Liabilities

 2023

 2022

 2023

 2022

 Payroll and related expenses

 $

 $

 Accrued payables

 Other

 Accrued liabilities

 $
 1,404

 $
 1,618

 8.
 Debt

 Business
Loan

 On
July 20, 2021, TA&T (see Note 2), entered into a Loan Authorization and Agreement in the amount of approximately $ 350,000 (the "Business
Loan"). The Company made a one-time $ 35,000 buy down payment when acquiring the loan. The Business Loan bears interest at a rate
of 3.75 % per annum. The Business Loan is secured by a general security interest in all of the assets of TA&T. The business loan was
paid in full during the first quarter of 2023 and there was no outstanding balance at December 31, 2023.

 Related
Party Debt

 TA&T
is obligated to repay certain personal loans made by the founders of TA&T to TA&T prior to SINTX's acquisition (see Note
2) of TA&T (the Personal Loans"). The total amount of the Personal Loans at June 30, 2022 was approximately $ 350,000. The Company
agreed to repay the outstanding balance of the Personal Loans in (i) 24 equal monthly installments beginning September 1, 2022 and each
month thereafter until paid in full as one prior owner's portion of the Personal Loans totaling $157,000, and (ii) for the other
owner's portion of the Personal Loans totaling $193,000. As of December 31, 2023, the related party debt had an outstanding balance
of $ 46,000. The outstanding balance is being paid in monthly installments ending August 1, 2024. The related party debt is not collateralized
and has no interest rate.

 F- 19

 9.
 Equity

 2024
Registered Offering

 Subsequent
to December 31, 2023, the company raised $ 4.0 million gross proceeds from a fund raise. (see Note 15 Subsequent Events for more information)

 2023
Registered Offering

 On
February 10, 2023, the Company closed on a public offering of 2,150,000 units, with each unit consisting of one share of common stock,
or one pre-funded warrant to purchase one share of its common stock, one Class C Warrant to purchase one share of common stock, and one
half of one Class D Warrant with each whole Class D Warrant entitling the holder to purchase one share of common stock. Each unit was
sold at a public offering price of $ 5.60. The Class C and Class D Warrants are immediately exercisable at a price of $ 5.60 per share.
The Class C and Class D warrants each have a cashless exercise provision entitling the holders to surrender one Class C Warrant and receive
 0.4 shares of common stock and on the surrender of one Class D Warrant the holder is entitled to receive 0.8 shares of common stock.
The Class C Warrants expire five years from the date of issuance and the Class D Warrants expire three years from the date of issuance.
The shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants were only purchasable together in this
offering but were issued separately and were immediately separable upon issuance. In addition, the company issued a total of 86,000 common
stock warrants to the placement agent, Maxim Group, and the Company's financial advisor, Ascendiant Capital. Gross proceeds, before
deducting offering expenses, totaled approximately $ 12.0 million. Of the $ 12.0 million of gross proceeds, approximately $ 5.4 million
were allocated to common stock and prefunded warrants ($ 4.8 million net of offering costs) and approximately $ 6.7 million were allocated
to derivative liabilities (with approximately $ 0.7 million of cash offering costs and $ 0.1 million of agent warrant offering costs recorded
as derivative expense).

 2022
Rights Offering

 On
October 17, 2022, the Company completed a rights offering (the "Rights Offering") to holders of the Company's Series
B Preferred Shares, Series C Preferred Shares, and warrants issued March 6, 2018, May 8, 2018, May 14, 2018, and February 6, 2020 (collectively,
the "Security Holders") for subscriptions of 4,656 rights resulting in gross proceeds to the Company of approximately $ 4.7
million. Under the Rights Offering, the Company distributed to the Security Holders, at no charge, one non-transferable subscription
right for each share of common stock, share of Series B Preferred Stock, share of Series C Preferred Stock, and each participating warrant
(on an as-if-converted-to-common-stock basis) held on the record date, September 23, 2022. Each right entitled the holder to purchase
one unit, at a subscription price of $ 1,000 per unit, consisting of one share of Series D Convertible Preferred Stock with a face value
of $ 1,000 (and immediately convertible into shares of SINTX's common stock at a conversion price equal to $ 15.102 (the "Conversion
Price")), and 66 common stock purchase warrants expiring five years from the date of issuance, which we refer to as the Class A
Warrants, and (iii) 66 common stock purchase warrants expiring three years from the date of issuance, which we refer to as the Class
B Warrants and, together with the Class A Warrants, the Warrants with each warrant exercisable for one share of common stock at an exercise
price of $ 15.102 per share.

 2021
Equity Distribution Agreement

 On
February 25, 2021, the Company entered into an Equity Distribution Agreement with Maxim Group LLC ("Maxim"), which was subsequently
amended on October 12, 2023 (as amended, the "2021 Distribution Agreement"), pursuant to which the Company may sell from
time to time, shares of the Company's common stock having an aggregate offering price of up to $ 1.1 million through Maxim, as agent.
Subject to the terms and conditions of the 2021 Distribution Agreement, as amended, Maxim will use its commercially reasonable efforts
to sell the shares from time to time, based on our instructions. Under the 2021 Distribution Agreement, Maxim may sell the Shares by
any method permitted by law deemed to be an "at-the-market" offering (the "ATM") as defined in Rule 415 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, sales made directly on
the Nasdaq Capital Market. We have no obligation to sell any shares under the ATM and may at any time suspend offers under the 2021 Distribution
Agreement. The Offering will terminate upon the earlier of (i) the sale of shares having an aggregate offering price of $ 15.0 million,
(ii) the termination by either Maxim or the Company upon the provision of fifteen (15) days written notice, or (iii) February 25, 2025.
Under the terms of the 2021 Distribution Agreement, Maxim will be entitled to a transaction fee at a fixed rate of 2.0% of the gross
sales price of Shares sold under the 2021 Distribution Agreement. The Company will also reimburse Maxim for certain expenses incurred
in connection with the 2021 Distribution Agreement and agreed to provide indemnification and contribution to Maxim with respect to certain
liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. As of March 1, 2024, there have been 2,471,949
shares of common stock sold under the 2021 Distribution Agreement for gross proceeds of $ 1,030,519. As a result, there is only approximately
$ 70,000 more that could be raised under the 2021 Distribution Agreement. Because the company's public float is less than $ 75 million,
we may not sell securities over a 12-month period in an amount greater than one-third of our public float. In connection with the February
2024 offering, the Company agreed to not make any sales of securities under the ATM for a period of six months from the date of closing
the offering, February 2, 2024, until August 2, 2024 (see Note 15).

 F- 20

 10.
 Stock-Based Compensation

 A
summary of the Company's outstanding stock option activity for the years ended December 31, 2023 and 2022 is as follows:

 Schedule of Stock Option Activity

 December 31, 2023

 Weighted-
 Average
 Exercise

 Weighted-
 Average
 Remaining
 Contractual Life

 Intrinsic

 Options

 Price

 (Years)

 Value

 As of December 31, 2022

 11,909

 $
 234.02

 7.9

 -

 Granted

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Forfeited

 -

 -

 -

 -

 Expired

 -

 -

 -

 -

 As of December 31, 2023

 11,909

 $
 109.77

 6.9

 $
 -

 Exercisable at December 31, 2023

 10,239

 $
 261.49

 7.0

 $
 -

 Vested and expected to vest at December 31, 2023

 9,724

 $
 109.27

 6.9

 $
 -

 December 31, 2022

 Weighted-
 Average
 Exercise

 Weighted-
 Average
 Remaining
 Contractual Life

 Intrinsic

 Options

 Price

 (Years)

 Value

 As of December 31, 2021

 8,339

 $
 391.00

 8.7

 87,553

 Granted

 3,570

 44.60

 10.0

 -

 Exercised

 -

 -

 -

 -

 Forfeited

 -

 -

 -

 -

 Expired

 -

 -

 -

 -

 As of December 31, 2022

 11,909

 $
 234.02

 7.9

 $
 -

 Exercisable at December 31, 2022

 11,301

 $
 239.73

 7.9

 $
 -

 Vested and expected to vest at December 31, 2022

 10,026

 $
 256.90

 7.9

 $
 -

 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 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 December 31, 2023, is as follows (in thousands):

 Schedule of Unrecognized Stock-based Compensation

 Unrecognized Stock-Based Compensation

 Weighted Average Remaining
 of Recognition
 (in years)

 Stock options

 $

 0.5

 Stock grants

 8.2

 F- 21

 11.
 Income Taxes

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

 The
following is a reconciliation of the expected statutory federal income tax provision to the actual income tax expense:

 Schedule of Reconciliation Statutory Federal Income Tax Provision to Actual Income Tax Benefit

 2023

 2022

 December 31,

 2023

 2022

 Federal statutory rate

 ( 21.0
)%

 ( 21.0
)%

 State taxes, net of federal benefit

 ( 5.0
)%

 ( 3.7
)%

 Return to provision

 0.0
 %

 ( 0.7
)%

 Equity related expenses

 ( 12.5
)%

 1.9
 %

 Change in valuation allowance

 38.5
 %

 23.5
 %

 Total income tax expense

 0.0
 %

 0.0
 %

 Significant
components of the Company's deferred tax assets and liabilities were as follows (in thousands):

 Schedule of Significant Components of Deferred Tax Assets and Liabilities

 2023

 2022

 December 31,

 2023

 2022

 Deferred tax assets:

 Net operating loss carryforwards

 $
 55,797

 $
 53,842

 Stock-based compensation

 3,171

 3,099

 Federal R&D credit

 2,222

 2,222

 Accrued expenses

 Capitalized research expenses

 3,083

 1,448

 Intangibles

 Right of use asset/liabilities

 Other

 Total deferred tax assets

 64,730

 61,073

 Deferred tax liabilities:

 Depreciation

 ( 763
)

 ( 287
)

 Total deferred tax liabilities

 ( 763
)

 ( 287
)

 Less valuation allowance

 ( 63,967
)

 ( 60,786
)

 Net deferred tax liability

 $
 -

 $
 -

 2023

 2022

 December 31,

 2023

 2022

 Pre-tax book income tax at statutory rate

 $
 ( 1,734
)

 $
 ( 2,531
)

 State taxes, net of federal benefit

 ( 414
)

 ( 450
)

 Return to provision

 -

 ( 86
)

 Equity related expenses

 ( 1,036
)

 Change in valuation allowance

 3,181

 2,845

 Other

 ( 7
)

 Total income tax expense

 $
 -

 $
 -

 As
of December 31, 2023 and 2022, the Company had net operating loss carryforwards for federal and state income tax purposes of
approximately $ 223.6
million and $ 215.8
million, respectively. The
federal and state net operating loss carryforwards incurred prior to 2018 will expire from 2024 to 2037 unless previously
utilized, and the federal and state net operating loss carryforwards incurred in
2018 and thereafter carry forward indefinitely. Additionally, the Company believes an ownership change has occurred that would trigger the limitation on usage of
net operating losses imposed by Internal Revenue Code section 382. Because of this limitation, a significant portion of the net
operating losses would more likely than not expire unused.

 F- 22

 During
the years ended December 31, 2023 and 2022, the Company recognized no amounts related to interest or penalties related to uncertain tax
positions. The Company is subject to taxation in the United States and various state jurisdictions. The Company currently has no years
under examination by any jurisdiction.

 A
valuation allowance has been established as realization of such deferred tax assets has not met the more likely-than-not threshold requirement.
If the Company's judgment changes and it is determined that the Company will be able to realize these deferred tax assets, the
tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction to income
tax expense. The tax valuation allowance increased by approximately $ 3.2 million and $ 2.8 million for the years ended December 31, 2023
and 2022, respectively.

 12.
 Commitment and Contingencies

 The
Company has executed agreements with certain executive officers of the Company which, upon the occurrence of certain events related to
a change in control, call for payments to the executives up to three times their annual salary and accelerated vesting of previously
granted stock options.

 From
time to time, the Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its
business activities. Management believes any liability that may ultimately result from the resolution of these matters will not have
a material adverse effect on the Company's consolidated financial position, operating results or cash flows.

 13.
 401(k) Plan

 Effective
June 1, 2004, the Company adopted a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code. The plan
covers substantially all employees. Eligible employees may contribute amounts to the plan, via payroll withholdings, subject to certain
limitations. The plan permits, but does not require, additional matching contributions to the plan by the Company on behalf of the participants
in the plan. The Company incurred approximately $ 0.1 million relating to retirement contributions for each of the years ended December
31, 2023 and 2022.

 14.
 Leases

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

 SINTX

 With
respect to SINTX operations, 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

 On
August 19, 2021, the Company, on behalf of SINTX Armor, entered into an Industrial Lease Agreement (the "SINTX Armor Lease")
pursuant to which the Company has agreed to lease approximately 10,936 square feet of office and manufacturing space from which SINTX
Armor will conduct its operations. The term of the SINTX Armor Lease is 122 months through October 2031.

 TA&T

 In
connection with operation of its business, TA&T has entered into various leases for approximately 15,840 square feet of office and
manufacturing space from which it conducts its research, development and manufacturing activities. The leases have various expiration
dates ranging from April 30, 2024 through April 2030. Subsequent to December 31, 2023 we entered into an amended lease agreement reducing
this area to 13,560 square feet. The leases have various expiration dates ranging from July 2024 through April 2025.

 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.

 F- 23

 As
of December 31, 2023, the operating lease right-of-use assets totaled approximately $ 4.1 million and the operating lease liability totaled
approximately $ 4.2 million. Non-cash operating lease expense during the year ended December 31, 2023, totaled approximately $ 0.7 million.
As of December 31, 2023, the weighted-average discount rate for the Company's operating lease was 8.6 %.

 Operating
lease future minimum payments together with the present values as of December 31, 2023, are summarized as follows:

 Schedule of Operating Lease Future Minimum Payments

 December 31,

 2024

 $

 2025

 2026

 2027

 2028

 Beyond

 2,124

 Total future minimum lease payments

 5,795

 Less amounts representing interests

 ( 1,596
)

 Present value of lease liability

 4,199

 Current-portion of operating lease liability

 Long-term portion operating lease liability

 $
 3,687

 15.
 Subsequent Events

 2024
Registered Offerings

 On
February 2, 2024, the Company closed on a public offering of 16,000,000 units, with each unit consisting of one share of its common stock,
or one pre-funded warrant to purchase one share of its common stock, one Class E Warrant with each warrant to purchase one share of common
stock, and one Class F Warrant with each warrant to purchase one share of common stock. Each unit was sold at a public offering price
of $ 0.25. The Class E and Class F Warrants in the units are immediately exercisable at a price of $ 0.25 per share. The Class E Warrants
will expire five years from the date of issuance and the Class F Warrants will expire eighteen months from the date of issuance. Gross
proceeds, before deducting placement agent fees and other offering expenses, are approximately $ 4.0 million.

 On March 26, 2024, the Company issued 28,400,000 common shares for approximately
$ 1.3 million, before offering and related costs. The public offering was made pursuant to an effective shelf registration statement on
Form S-3.

 Equipment
Failure

 A
furnace used for our SINTX Armor manufacturing operations overheated and is no longer functional. Subsequent to December 31, 2023,
the Company was informed by the insurance carrier that a covered loss has occurred, and coverage is available for the
Company's claim submitted with respect to the sintering furnace that overheated at SINTX Armor in October 2023. The Company
will be replacing the damaged furnace and expects the repaired furnace to be up and running in the 4th quarter 2024. Company
management continues to work with third parties to temporarily outsource the sintering process.

 2021
Distribution Agreement

 Subsequent
to December 31, 2023 there have been 1,154,200 shares of common stock sold under the 2021 Distribution Agreement grossing approximately
$ 0.5 million. In connection with the February 2024 offering, the Company agreed to not make any sales of securities under the ATM for
a period of six months from the date of closing the offering, February 2, 2024, until August 2, 2024.

 F- 24