[8-K] Monogram Technologies Inc. Reports Material Event

Rhea-AI Filing Summary

Monogram Technologies Inc. (Nasdaq: MGRM) filed an 8-K (Item 7.01) dated 31 Jul 2025 to disclose that it sent a shareholder text message directing investors to the FAQ section on its Investor Relations webpage regarding the previously announced Zimmer Biomet acquisition proposal (14 Jul 2025).

The filing furnishes, rather than files, the text message as Exhibit 99.1; therefore, the information is not subject to Exchange Act Section 18 liability nor automatically incorporated into other SEC filings. No new financial data, deal terms, or modified guidance are included. The only other exhibit is the iXBRL cover page file (Ex. 104).

Key takeaways: (1) the company is maintaining open communications with shareholders during the pending transaction, (2) today’s disclosure provides procedural transparency but does not alter the economics or timing of the Zimmer Biomet deal, and (3) no voting materials or additional regulatory filings accompany this notice.

Positive

• Enhanced transparency: Company proactively directs shareholders to FAQs regarding the pending Zimmer Biomet acquisition.

Negative

• No new deal details: Filing lacks financial updates or changes to acquisition terms, limiting its usefulness for valuation.

Insights

Financial Communications Analyst

TL;DR: Routine Reg FD 8-K; only shareholder text about existing Zimmer deal, impact is minimal.

The 8-K simply furnishes a text message reference, satisfying Reg FD and proxy-solicitation rules (Rule 14a-12). No new quantitative data, pricing adjustments, or closing conditions were disclosed, so valuation models for the pending Zimmer acquisition remain unchanged. Because the information is furnished, it carries lower legal weight and signals the company’s intent to keep stakeholders informed without triggering additional liability. Overall, the filing is procedural and should not influence trading behavior.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 31, 2025

Monogram Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41707		81-3777260
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

3919 Todd Lane, Austin, TX 78744

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (512) 399-2656

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MGRM		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

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.  ¨

Item 7.01 Regulation FD Disclosure

On July 31, 2025, Monogram Technologies Inc. (the “Company”) sent a text (the “Text”) to its stockholders to direct such stockholders to the frequently asked questions (“FAQs”) section on the Company’s Investor Relations page. As previously disclosed, the FAQs were posted to the Company’s Investor Relations page on its website with respect to the proposed acquisition by Zimmer Biomet Holdings, Inc., that was previously announced on July 14, 2025.

The foregoing disclosure is qualified in its entirety by the full text of the Text.

A copy of the Text is attached as Exhibit 99.1, and is hereby incorporated by reference into this Item 7.01. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except to the extent expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Monogram Technologies Inc. Text to Stockholders
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MONOGRAM TECHNOLOGIES INC.
Dated: July 31, 2025	/s/ Benjamin Sexson
	Benjamin Sexson
	Chief Executive Officer

FAQ

What did Monogram Technologies (MGRM) disclose in the 8-K?

It furnished a shareholder text message directing investors to online FAQs about the proposed Zimmer Biomet acquisition.

Does the 8-K contain new financial information or revised deal terms?

No. The filing provides no additional financial metrics or changes to previously announced terms.

Is the information in Exhibit 99.1 considered "filed" with the SEC?

No. The company specifically states the exhibit is "furnished" and not subject to Section 18 liability.

Why did Monogram file under Item 7.01 Regulation FD?

Item 7.01 is used to voluntarily furnish information to ensure equitable disclosure to all investors.

Does this filing affect the Zimmer Biomet acquisition timeline?

The 8-K does not mention any changes to timing; it is purely an informational communication.