Monogram Orthopaedics Inc SEC Filings

Monogram Technologies Inc. (MGRM) reported on Form 4 that a director disposed of 8,000 stock options on 10/07/2025, leaving 0 derivative securities beneficially owned (direct ownership). This followed the merger in which the company became a wholly owned subsidiary of Zimmer Biomet Holdings, Inc.

At the merger’s Effective Time, each outstanding option was canceled and converted into the right to receive a cash payment equal to $4.04 per share minus the exercise price and one contractual CVR, subject to terms. Options with a per‑share exercise price greater than $16.41 were canceled for no consideration, per the disclosed mechanics.

Monogram Technologies (MGRM) reported an insider equity award. A director filed a Form 4 for a grant (Code A) of stock options on 01/08/2025 covering 5,000 underlying shares at an exercise price of $2.50 per share. The options are listed as exercisable on 01/08/2032 and expiring on 01/08/2035. Following the reported transaction, the filer shows 8,000 derivative securities beneficially owned, held directly. The company notes it uses the Black‑Scholes‑Merton model to determine the fair value of stock awards.

Monogram Technologies (MGRM) filed a Form 3 disclosing director Colleen Gray’s initial beneficial ownership. The filing lists options to acquire 3,000 shares of common stock at $4 per share, exercisable on 11/30/2030 and expiring on 11/30/2033.

The options are reported as direct ownership. The date of event requiring the statement was 11/30/2023.

Monogram Technologies, Inc. filed a Registration Statement on Form S-8 on April 16, 2025 to register the offer and sale of 2,600,000 shares of its common stock, par value $0.001 per share. These shares are allocated for issuance under the Amended and Restated 2019 Stock Option and Grant Plan, enabling the company to grant equity awards to employees and service providers. The filing does not disclose financial results, pricing, or issuance timing.

Monogram Technologies insider Richard Van Kirk filed a Form 4 showing that 7,000 stock options were cancelled on 10/07/2025 as part of the company’s merger with Zimmer Biomet. Under the merger terms, each outstanding option converted into a cash payment equal to the excess of $4.04 per share over the option’s exercise price plus a contractual contingent value right (CVR) where applicable, or into a CVR alone for options with higher exercise prices; options with exercise prices above $16.41 were cancelled without consideration. The filing is signed by an attorney-in-fact for Mr. Van Kirk and reflects the post-closing treatment of equity awards when the issuer became a wholly owned subsidiary of Zimmer Biomet.

Monogram Technologies (MGRM) insider reporting of merger-related cancellations. The filing shows that on 10/07/2025 a reporting person identified as a company director had 3,532,622 shares of common stock disposed of and now reports 0 shares beneficially owned. Those shares were converted at the merger effective time into a cash payment of $4.04 per share plus one contractual contingent value right (CVR) per share that can pay up to additional amounts tied to five milestones (examples include $1.04, $1.08 and up to $3.43 depending on milestone achievement).

The filing also reports cancellation of 1,475,000 stock options, which were converted into cash equal to the excess of the $4.04 cash amount over the option exercise price and one CVR per option share; options with exercise prices above certain thresholds were cancelled for no consideration. The form is a Section 16 Form 4 reporting the post-closing ownership and the merger consideration structure.

Monogram Technologies insider sale and option cancellations tied to merger with Zimmer Biomet. The report shows Kamran Shamaei, Chief Technology Officer, disposed of 2,926 shares on 10/07/2025 and had 1,310,000 stock options cancelled the same day as part of the merger's terms. At the effective time each outstanding share was converted into $4.04 cash plus one contractual contingent value right (CVR) that may pay up to additional amounts across five milestones (for example, $1.04 for the First Milestone and up to $3.43 for later milestones). Cancelled options converted into a cash payment equal to the excess of the cash consideration over the option exercise price plus one CVR, except certain high‑strike options were cancelled for no consideration. The filing is an update reflecting the merger consideration and resulting insider holdings.

Monogram Technologies (MGRM) insider Benjamin Sexson, the company's Chief Executive Officer and a director, reported on 10/07/2025 the disposition of his entire beneficial holdings following a merger. At the merger Effective Time, each outstanding common share was converted into $4.04 in cash plus one contingent value right (CVR) per share. Mr. Sexson reported disposition of 4,006,330 shares and cancellation/conversion of 1,560,000 stock options for cash and CVRs, leaving him with 0 shares and 0 options reported post-transaction. The CVRs carry potential contingent payments including $1.04, $1.08, and up to $3.43 per CVR for specified milestones.