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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): September 4,
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) |
3913 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:
| x |
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 8.01. Other Events.
As previously disclosed, Monogram
Technologies Inc., a Delaware corporation (the “Company” or “Monogram”), is party to that certain
Agreement and Plan of Merger, dated July 11, 2025, by and among the Company, Zimmer Biomet Holdings, Inc., a Delaware corporation (“Zimmer
Biomet”), and Honey Badger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Zimmer Biomet (“Merger
Sub”), as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025, by and between
the Company and Zimmer Biomet (as amended, the “Merger Agreement”). The Merger Agreement provides, among other things,
that subject to the satisfaction or waiver of the conditions set forth therein, including the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Merger Sub
will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary
of Zimmer Biomet.
As part of the parties’
continuing cooperation with the regulatory review of the Merger, on September 4, 2025, Zimmer Biomet, as the acquiring party, in consultation
with the Company, voluntarily withdrew its pre-merger Notification and Report Form filed pursuant to the HSR Act, in order to provide
the Federal Trade Commission (the “FTC”) with additional time to review the Merger. On the same date, in accordance
with the regulations under the HSR Act, Zimmer Biomet resubmitted its pre-merger Notification and Report Form, commencing a new 30-day
waiting period under the HSR Act, which will expire on October 6, 2025, at 11:59 p.m., Eastern Time, unless terminated earlier or extended.
Withdrawing
and refiling pre-merger notifications is a standard procedure in order to provide additional
time for antitrust review of certain transactions. The Company and Zimmer Biomet continue to work constructively with FTC staff
in the FTC’s review of the Merger and continue to expect to consummate the Merger in the second half of 2025, subject to the receipt
of required regulatory approvals, the adoption of the Merger Agreement by the Company’s shareholders, and the satisfaction or waiver
of other customary closing conditions.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified as those that
may predict, forecast, indicate or imply future results or performance and by forward-looking words such as “believe”, “anticipate”,
“expect”, “estimate”, “predict”, “intend”, “plan”, “project”,
“goal”, “will”, “will be”, “will continue”, “will result”, “could”,
“may”, “might” or any variations of such words or other words with similar meanings. Any statements about Zimmer
Biomet’s, Monogram’s or the surviving corporation’s plans, objectives, expectations, strategies, beliefs, or future
performance or events constitute forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions,
estimates, and other important factors that change over time, many of which may be beyond Zimmer Biomet’s, Monogram’s and
the surviving corporation’s control. Zimmer Biomet’s, Monogram’s and the surviving company’s future performance
and actual results may differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements
should not be relied upon as a prediction of actual results. Forward-looking statements include statements regarding, among other things,
the benefits of the Merger, including future financial and operating results and the surviving company’s plans, objectives, expectations,
intentions, growth strategies and culture and other statements that are not historical facts.
Factors that could cause actual results to differ
materially from those expressed or implied in any forward-looking statements include, but are not limited to, (i) risks related to
the satisfaction of the conditions to closing the Merger (including the failure to obtain necessary regulatory approvals) in the anticipated
timeframe or at all, including uncertainties as to whether the Company stockholders will approve the Merger and the possibility that the
Merger does not close; (ii) risks related to the possibility that competing offers or acquisition proposals for the Company will
be made; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement,
including in circumstances which would require the Company to pay a termination fee; (iv) risks related to the ability to realize
the anticipated benefits of the Merger , including the possibility that the expected benefits from the Merger will not be realized or
will not be realized within the expected time period; (v) the risk that the businesses will not be integrated successfully; (vi) risks
relating to changing demand for the Company’s existing products; (vii) risks relating to the achievement, in part or at all,
of the revenue and other milestones necessary for the payment of any contingent value rights; (viii) disruption from the Merger making
it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, independent
sales representatives, agents or agencies, and the Company’s ability to attract, motivate or retain key executives, employees and
other associates; (ix) risks related to the Merger diverting the Company’s management’s attention from ongoing business
operations; (x) negative effects of the announcement or the consummation of the Merger on the market price of the Company common
stock and on the Company’s operating results; (xi) significant transaction costs; (xii) unknown liabilities; (xiii) the
risk of litigation, including stockholder litigation, and/or regulatory actions, including any conditions, limitations or restrictions
placed on approvals by any applicable governmental entities, related to the Merger ; and (xiv) (A) other risks and uncertainties
discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and subsequent Quarterly
Reports on Form 10-Q (in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in such Annual Reports and Quarterly Reports), (B) other
risks and uncertainties discussed in the Company’s definitive proxy statement relating to the Merger, and (C) other risk factors
identified from time to time in other filings with the SEC.
Monogram disclaims and does not undertake any obligation
to update or revise any forward-looking statement in this communication, except as required by applicable law or regulation. Forward-looking
statements included in this communication are made as of the date of this communication.
Additional Information
about the Merger and Where to Find It
In connection with the
Merger, Monogram filed with the SEC a definitive proxy statement relating to the Merger on August 28, 2025 (the “Definitive Proxy
Statement”) and first mailed the Definitive Proxy Statement and a proxy card to Monogram shareholders on August 28, 2025. Each
of Zimmer Biomet and Monogram may also file other relevant documents with the SEC regarding the Merger. This communication is not a substitute
for the Definitive Proxy Statement or any other document that Zimmer Biomet or Monogram has filed or may file with the SEC in connection
with the Merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT
HAVE BEEN FILED AND MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ZIMMER BIOMET, MONOGRAM, THE MERGER AND RELATED MATTERS. Investors and
security holders may obtain free copies of the Definitive Proxy Statement and other documents containing important information about Zimmer
Biomet, Monogram and the Merger through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by
Zimmer Biomet are available free of charge on Zimmer Biomet’s website at https://investor.zimmerbiomet.com. Copies of the documents
filed with the SEC by Monogram are available free of charge on Monogram’s website at https://www.monogramtechnologies.com/investors.
This communication is
for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Zimmer Biomet, Monogram
and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect
of the Merger. Information about the directors and executive officers of Zimmer Biomet is set forth in Zimmer Biomet’s proxy statement
for its 2025 annual meeting of stockholders, which was filed with the SEC on April 14, 2025 and subsequent statements of beneficial ownership
on file with the SEC. Information about the directors and executive officers of Monogram is set forth in Monogram’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 12, 2025, under the headings “Directors,
Executive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial
Owners and Management and Related Shareholder Matters” and “Certain Relationships and Related Transactions,” and to
the extent holdings of Monogram securities by its directors or executive officers have changed since such filing, such changes have been
or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Changes in Beneficial Ownership
on Form 4, which are filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is contained in the Definitive Proxy Statement, which was filed with
the SEC on August 28, 2025.
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: September 5, 2025 |
By: |
/s/ Benjamin Sexson |
| |
|
Name: Benjamin Sexson |
| |
|
Title: Chief Executive Officer |
