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

Rhea-AI Filing Summary

Monogram Technologies Inc. (Nasdaq: MGRM) filed an 8-K on 28-Jul-2025 under Item 7.01 to furnish shareholder FAQs related to its previously announced acquisition by Zimmer Biomet Holdings, Inc. (announced 14-Jul-2025). The filing labels the material as soliciting under Rule 14a-12, signalling its use in the forthcoming proxy process. Exhibit 99.1 contains the full FAQ document and is incorporated by reference.

The information is being “furnished” rather than “filed,” so it is not subject to Section 18 liability and will not be automatically incorporated into other SEC filings. No additional financial terms, valuation, or closing timeline are provided. The company reiterates its emerging-growth company status and maintains Nasdaq listing under the ticker MGRM.

Positive

• Transparent shareholder communication: Management furnished a detailed FAQ (Ex. 99.1) to keep investors informed about the Zimmer Biomet transaction.

Negative

• No new financial specifics: The 8-K omits valuation, timing, or regulatory updates, leaving key deal uncertainties unresolved.

Insights

M&A Specialist

TL;DR: Filing furnishes FAQs, signals transaction progress, but adds no new deal terms; impact is informational, not financial.

Providing FAQs under Item 7.01 and Rule 14a-12 indicates management is actively preparing shareholders for the proxy vote on the Zimmer Biomet takeover. Because the disclosure is merely furnished, it carries low liability and flexibility for future updates. However, the absence of valuation metrics, definitive timetable, or regulatory status limits investors’ ability to reassess deal attractiveness or probability of close. Overall, this is an expected procedural step that neither advances nor jeopardises the transaction.

Financial Analyst

TL;DR: 8-K enhances transparency but offers no incremental financial insight; market reaction should be limited.

The filing confirms communication flow around the proposed acquisition but contains no revenue, EPS, or synergy estimates. Since the FAQs are external to the 8-K, investors must review Exhibit 99.1 for substantive answers. Classification as soliciting material aligns with SEC requirements yet does not affect valuation models. Consequently, the event is informational and likely neutral to MGRM’s share price until concrete deal terms or regulatory milestones emerge.

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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 28, 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 28, 2025, Monogram Technologies Inc. provided frequently asked questions (“FAQs”) to its stockholders 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 FAQs.

A copy of the FAQs 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. FAQs for 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 28, 2025	/s/ Benjamin Sexson
	Benjamin Sexson
	Chief Executive Officer

FAQ

What did Monogram Technologies (MGRM) file on July 28, 2025?

An 8-K furnishing FAQs to shareholders regarding the proposed acquisition by Zimmer Biomet.

Which acquisition is referenced in the 8-K?

The pending purchase of Monogram Technologies by Zimmer Biomet Holdings, announced on July 14 2025.

Where can investors find the FAQs?

The complete FAQ document is attached as Exhibit 99.1 to the 8-K.

Does the filing include new financial terms of the deal?

No. The 8-K provides no additional valuation, consideration, or timeline details.

Why is the information marked as "furnished" rather than "filed"?

Furnished materials are not subject to Section 18 liability and are excluded from automatic incorporation into other filings.

What does being soliciting material under Rule 14a-12 mean?

It allows the company to use the FAQs in connection with proxy solicitation for shareholder approval of the deal.