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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 7, 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 3.03 |
Material Modification to Rights of Security Holders |
As previously disclosed, Monogram
Technologies Inc. (the “Company”) previously issued and sold units, with each unit consisting of (a) one share
of the Company’s 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and (b)
one common stock purchase warrant to purchase one share of the Company’s common stock, $0.001 par value per share (the
“Common Stock”), in connection with a registered public
offering that closed on October 1, 2024 (the “Offering”). Each share of Series D Preferred Stock is convertible into one
share of the Company’s Common Stock. Pursuant to the Certificate of Designation of Preferences, Rights and Limitations (the
“Certificate of Designation”), of the Series D Preferred Stock subject to certain exceptions and limitations, the
Company has the right to direct the mandatory conversion (the “Mandatory Conversion”) of the Series D Preferred Stock in
certain events, including in the event that the closing price of the Common Stock closes at or above $2.8125 per share for ten (10)
consecutive trading days ending and including the applicable Mandatory Conversion Notice Date (as defined below).
On July 7, 2025 (the “Mandatory
Conversion Notice Date”) the Company electronically mailed to the holders of Series D Preferred Stock (the
“Holders”), a Mandatory Conversion Notice (as defined in the Certificate of Designation) notifying the Holders that, in
accordance with Section 6(a) of the Certificate of Designation, the closing price of the Common Stock closed at or above $2.8125 per
share for ten (10) consecutive trading days ending and including the Mandatory Conversion Notice Date, thereby trigging a Mandatory Conversion pursuant to Section 6(a) of the Certificate
of Designation. Such conversion shall be effective as of July 14, 2025.
The foregoing summary of the Certificate of Designation
does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 3.1 to the Company’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 12, 2024, which is incorporated herein by reference.
On July 8, 2025, the Company issued a press release
announcing the mailing of the Notice of Conversion, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated July 8, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
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 8, 2025 |
/s/ Benjamin Sexson |
| |
Benjamin Sexson |
| |
Chief Executive Officer |
