MGRM 8-K: Shareholder Email Points to FAQ on Zimmer Biomet Buyout

Monogram Technologies Inc. (MGRM) filed an 8-K on 30 Jul 2025 under Item 7.01 to furnish an email sent to shareholders.

Rhea-AI Filing Summary

Monogram Technologies Inc. (MGRM) filed an 8-K on 30 Jul 2025 under Item 7.01 to furnish an email sent to shareholders.

The email directs investors to the FAQ section on the company’s Investor Relations website that addresses the previously announced Zimmer Biomet Holdings, Inc. acquisition (14 Jul 2025). No new financial statements, valuation metrics, or amended deal terms are included. The communication is provided as Exhibit 99.1 and, consistent with Reg FD, is treated as “furnished,” not “filed,” limiting Exchange Act liability.

Item 9.01 lists (i) Exhibit 99.1—Shareholder Email and (ii) the Inline XBRL cover file. No other reportable events were disclosed.

Insights

M&A Specialist

TL;DR: Routine 8-K furnishes shareholder email; no new Zimmer Biomet deal terms; transparency up, valuation unchanged.

The filing merely forwards an email steering investors to existing FAQs about the previously announced Zimmer Biomet takeover. Because it offers no fresh financial data or revised consideration, the market’s assessment of the deal’s value remains unchanged. The exhibit’s furnished status shields Monogram from Exchange Act liability while satisfying Reg FD. Overall impact on merger probability, timing, or pricing is neutral.

Corporate Governance Expert

TL;DR: Disclosure complies with Reg FD, keeps investors informed, free of litigation risk; governance-neutral.

By publicly furnishing the same information provided to shareholders, Monogram mitigates selective-disclosure risk. However, because the email simply points to already-public FAQs, the governance benefit is marginal. No board or executive changes, voting recommendations, or regulatory actions are reported, resulting in a neutral governance impact.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What triggered Monogram Technologies' (MGRM) 8-K filing on July 30, 2025?

The company furnished an email sent to shareholders that directs them to an FAQ page about the proposed Zimmer Biomet acquisition.

Does the 8-K provide new financial terms for the Zimmer Biomet deal?

No. The filing contains no new valuation metrics or amended terms; it only references existing FAQs.

Where can MGRM investors find the FAQs mentioned in the filing?

The FAQs are posted on Monogram’s Investor Relations webpage, as referenced in the shareholder email (Exhibit 99.1).

Are any financial statements or pro-forma data included in this report?

No financial statements, pro-forma data, or updated guidance are furnished in this 8-K.

Is Exhibit 99.1 considered filed or furnished?

The email is furnished, not filed, meaning it is not subject to Section 18 liability under the Exchange Act.

What exchange and ticker symbol does Monogram Technologies use?

The company’s common stock trades on Nasdaq under the symbol MGRM.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/30/2025 - 03:48 PM Learn about SEC filing dates

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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 30, 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 30, 2025, Monogram Technologies Inc. (the “Company”) sent an email (the “Email”) 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 Email.

A copy of the Email 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. Email 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 30, 2025	/s/ Benjamin Sexson
	Benjamin Sexson
	Chief Executive Officer