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

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 5 highlights a fresh ownership update by Saba Capital Management, L.P. and affiliates in Principal Real Estate Income Fund (ticker PGZ). As of 7 July 2025, the group – comprising Saba Capital Management, L.P., its general partner Saba Capital Management GP, LLC, and managing member Boaz R. Weinstein – reports beneficial ownership of 317,889 common shares. This represents 4.75 % of PGZ’s 6,694,109 outstanding shares (per the fund’s N-CSRS filed 7/3/25). All voting and dispositive powers are shared among the reporting persons; none hold sole authority.

The filing states that approximately $4.79 million in investor capital and related margin borrowings were used to accumulate the position, with every trade executed in the open market between 7/3/25 and 7/11/25 (full trade list in Exhibit 4, Schedule A). Item 4 (“Purpose of Transaction”) is marked “Not Applicable,” indicating no stated strategic plans or proposals at this time. No criminal or civil proceedings involving the reporting persons are disclosed, and there are no contracts, arrangements, or understandings affecting the securities beyond ordinary-course margin pledges.

Because the disclosed stake remains below the 5 % threshold, the amendment mainly refreshes Items 3 (source of funds), 5 (ownership details) and 7 (exhibits) rather than signalling a transformational change. Nonetheless, Saba Capital is known for value-oriented, event-driven investing, so its continued accumulation may draw investor attention even in the absence of an articulated agenda. All signatures are dated 7/14/2025 and executed by General Counsel Michael D’Angelo on behalf of each entity under existing powers of attorney.

Positive

• Saba Capital invested approximately $4.79 million to acquire 317,889 PGZ shares, signalling continued institutional interest in the fund.
• Transparent disclosure via Amendment No. 5 provides investors with up-to-date ownership data and transaction dates.

Negative

• No strategic purpose disclosed under Item 4, leaving investors without guidance on Saba’s intentions.
• Stake remains below 5 %, limiting Saba’s formal influence and making any potential activist impact uncertain.

Insights

Securities Analyst

TL;DR: Saba now owns 4.75 % of PGZ after $4.8 M open-market buys; no stated plans, modest impact.

The amendment shows steady but not threshold-crossing accumulation. At 4.75 %, Saba remains just under the 5 % line that can trigger additional scrutiny or activism signals. The $4.8 million cost basis suggests an average price near $15 per share, roughly in line with PGZ’s recent trading range, implying no obvious premium. Because Item 4 is blank, investors receive no information on potential strategic initiatives such as tender offers or board engagement. In my view, the filing is largely informational: it affirms Saba’s ongoing interest but stops short of an activist declaration. Market impact should therefore be neutral to mildly positive given Saba’s reputation for unlocking value.

Corporate Governance Expert

TL;DR: 4.75 % stake gives Saba visibility but limited leverage; no governance actions disclosed.

From a governance standpoint, Saba and Boaz Weinstein have opted for transparency via repeated amendments, yet the filing expressly notes no contracts or arrangements regarding PGZ securities and offers no plans under Item 4. Without an articulated purpose or a 5 %+ holding, Saba lacks formal requisition rights that some CEF bylaws trigger at higher thresholds. Should the fund trade at a persistent discount, Saba could still agitate informally, but that remains speculative and outside this filing. Overall, this document does not introduce immediate governance risk or catalyst, rendering its impact neutral.

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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 9, 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)

¨ 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 1.02 Termination of a Material Definitive Agreement

On July 9, 2025, Monogram Technologies Inc. (the “Company”) entered into a Termination and Release Agreement (the “Termination Agreement”) with Icahn School of Medicine at Mount Sinai (“Mount Sinai”), pursuant to which that certain Exclusive License Agreement, dated October 3, 2017, including subsequent amendments, as amended most recently on May 31, 2023 by and between the Company and Mount Sinai (collectively, the “License Agreement”) was terminated as of July 10, 2025.

Pursuant to the License Agreement, Mount Sinai agreed to license certain specified intellectual property to Monogram, as set forth and in accordance with the terms and conditions of the License Agreement.

Upon termination of the License Agreement, the rights and licenses granted to the Company thereunder from Mount Sinai terminated, and all rights, title and interest in and to the licensed intellectual property under the License Agreement reverted to Mount Sinai.

In full satisfaction of any payment obligations under the License Agreement and as consideration for the termination of the License Agreement and the promises set forth therein, the Company agrees to pay and deliver to Mount Sinai the amount of $4,000,000 (the “Termination Payment”). The Termination Payment shall be payable as follows: (a) immediately available funds in the amount of $500,000 (the “Cash Amount”) ; and (b) 35,000 shares of Series E Preferred Stock (as defined below) with an aggregate liquidation preference of $3,500,000 (the “Preferred Stock Shares”). The Termination Agreement includes a customary mutual release of claims and provides that, other than the Termination Payment, no further payments shall be due between the Company and Mount Sinai under the License Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 1.02 is hereby incorporated by reference into this Item 3.02. The issuance of the Series E Preferred Stock and any shares of Common Stock (as defined below) issuable upon conversion of the Series E Preferred Stock was made pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act of 1933, as amended, and the rules promulgated thereunder.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 11, 2025, the Board of Directors of the Company adopted a Certificate of Designation (the “Certificate of Designation”) of Series E Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock”) to be filed with the Secretary of State of the State of Delaware (the “DE Secretary”) to create, out of the Company’s authorized but unissued preferred stock, par value $0.001 per share, the Series E Preferred Stock. On July 11, 2025, the Certificate of Designation was filed with the DE Secretary and became effective upon filing.

Series E Preferred Stock

The Series E Preferred Stock shall be perpetual, subject to certain provisions in the Certificate of Designation, and the authorized number of shares of the Series E Preferred Stock shall be 35,000 shares. Each share of Series E Preferred Stock shall have the same designations, rights, preferences, powers, restrictions and limitations as every other share of Series E Preferred Stock. The Series E Preferred Stock ranks (i) senior to the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) junior to any future senior securities, and (iii) pari passu to the Company’s 8.00% Series D Convertible Cumulative Preferred Stock, with respect to the payment of amounts upon any liquidation, dissolution or winding up of the Company. Holders of the Series E Preferred Stock shall not be entitled to vote on any matter submitted to a vote of the stockholders of the Company.

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company or a Deemed Liquidation Event (as defined in the Certificate of Designation), before any distribution or payment is made to holders of Common Stock or any other class or series of stock ranking junior to the Series E Preferred Stock with respect to liquidation rights but following distribution or payment to any class or series of stock ranking senior to the Series E Preferred Stock with respect to liquidation rights, each holder of Series E Preferred Stock then outstanding shall be entitled to receive out of the assets of the Company legally available for distribution to its stockholders, an amount equal to $100 per share (the “Liquidation Preference”), plus any accrued but unpaid dividends, if any, and no more.

Upon the occurrence of any of the following events (each, a “Redemption Event”), the Company shall redeem all outstanding shares of Series E Preferred Stock within ten business days of the occurrence of such event, for cash in an amount per share equal to the Liquidation Preference plus any accrued but unpaid dividends:

· the Company consummates one or more offerings of securities in the form of equity, debt, or hybrid securities resulting in gross cash proceeds to the Company (before underwriting discounts, commissions and expenses) of at least $25,000,000 in the aggregate since the date of the initial issuance of the Series E Preferred Stock; or

· any person or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) becomes a “beneficial owner” (as defined in Rule 13d-3 under such Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors (other than any transaction constituting a Deemed Liquidation Event, which shall not trigger a Redemption Event, but shall instead be treated in accordance with Section 4 of the Certificate of Designation).

Additionally, in the event that the Company consummates one or more offerings of securities from and after the date of the initial issuance of Series E Preferred Stock in the form of equity, debt, or hybrid securities resulting in aggregate gross cash proceeds to the Company (before underwriting discounts, commissions and expenses) in excess of $10,000,000 but less than $25,000,000 (such excess, the “Intermediate Capital Amount”), the Company shall, within ten business days of the closing of each such offering (or, if multiple offerings are aggregated for this purpose, within ten business days of the offering that causes total gross proceeds to exceed $10,000,000 and any future such offering), use fifteen percent of the Intermediate Capital Amount to redeem, on a pro rata basis among all holders of Series E Preferred Stock, outstanding shares of Series E Preferred Stock for cash at a per share amount equal to the Liquidation Preference plus any accrued but unpaid dividends.

Further, at any time on or after July 1, 2026, each share of Series E Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, into fully paid and non-assessable shares of Common Stock of the Company, subject to the terms and conditions set forth in the Certificate of Designation. Additionally, beginning on July 1, 2026, holders of Series E Preferred Stock will be entitled to receive cumulative dividends on each issued and outstanding share of Series E Preferred stock in an amount equivalent to an annual rate of ten percent of the Liquidation Preference per share.

The foregoing description of the Series E Preferred Stock is subject to and qualified by reference to the full text of the Certificate of Designations, which is attached to this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Designation of Series E Redeemable Perpetual Preferred Stock
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 14, 2025	/s/ Benjamin Sexson
	Benjamin Sexson
	Chief Executive Officer

FAQ

How many PGZ shares does Saba Capital own?

The filing reports 317,889 common shares, representing 4.75 % of shares outstanding.

What percentage of Principal Real Estate Income Fund does 317,889 shares represent?

Based on 6,694,109 shares outstanding, the holding equals 4.75 % of the fund.

How much did Saba Capital pay for its PGZ position?

Approximately $4,794,791 was used to acquire the reported shares.

Did Saba Capital disclose any plans for PGZ in Item 4?

No. Item 4 is marked “Not Applicable,” indicating no stated purpose or future actions.

When were the most recent PGZ transactions executed?

All open-market trades occurred between 7/3/2025 and 7/11/2025, per Schedule A.

Who are the reporting persons in this Schedule 13D/A?

They are Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Boaz R. Weinstein.