Full House Resor SEC Filings

Zimmer Biomet Holdings, Inc. ("Parent") and its wholly owned Honey Badger Merger Sub, Inc. ("Merger Sub") have filed a Schedule 13D disclosing their plan to acquire Monogram Technologies Inc. (MGRM) via a cash-and-CVR merger executed on 11 July 2025.

The Merger Agreement stipulates that each outstanding Monogram common share will be converted into (i) $4.04 in cash plus (ii) one contingent value right (CVR) that could deliver up to $12.37 in additional cash across five milestone payments, making the maximum potential consideration $16.41 per share. Series D and Series E preferred shares will be redeemed for $2.25 (plus accrued dividends) and $100.00 per share, respectively.

To secure stockholder approval, the Parent entered into separate Voting Agreements with four key holders—Pro-Dex, Benjamin Sexson, Douglas Unis and Kamran Shamaei—covering 9,754,256 common shares, or 27 % of shares outstanding. No cash changed hands; the agreements only obligate these holders to vote in favor of the transaction and against competing proposals.

Completion of the merger is subject to customary conditions, including (1) majority shareholder approval, (2) HSR clearance, (3) absence of legal restraints, and (4) no material adverse effect on Monogram. Either party may terminate if closing has not occurred by 11 January 2026 (extendable three months for regulatory delay). A $11 million termination fee is payable by Monogram under certain circumstances, including acceptance of a superior offer.

Should the deal close, Monogram will become a wholly owned subsidiary of Zimmer Biomet, adding the target’s robotic and digital orthopedic portfolio to Parent’s global med-tech platform. Investors must weigh the guaranteed $4.04 cash component against the uncertain CVR payouts, the regulatory timeline, and the break-fee/termination provisions.

SEC Form 4 filing overview: On 07/14/2025 Toll Brothers, Inc. (TOL) director Christine Garvey reported the sale of 770 common shares at $119.8156 per share, coded “S” for disposition.

After the transaction, Garvey’s holdings stand at 11,590 shares held indirectly through a trust and 124 shares held indirectly through her spouse; no shares are shown as held directly. The filing, signed on 07/15/2025 by attorney-in-fact Michael J. Grubb, discloses no derivative security activity.

The trade, valued at roughly $92k, is a routine move by a non-executive director and is unlikely to have a material impact on Toll Brothers’ ownership structure or governance.