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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): August 29, 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 August 29, 2025, Monogram Technologies Inc.
(the “Company”) commenced the distribution of texts and emails to its stockholders to alert such stockholders of the 2025
special meeting of stockholders to approve the 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 texts and emails.
Copies of the texts and emails are attached as
Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4, and are hereby incorporated by reference into this Item 7.01. The information
contained in this Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4 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. Text to Registered Holders |
| 99.2 |
|
Monogram Technologies Inc. Text to Street Holders |
| 99.3 |
|
Monogram Technologies Inc. Email to Registered Holders |
| 99.4 |
|
Monogram Technologies Inc. Email to Street Holders |
| 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: August 29, 2025 |
/s/ Benjamin Sexson |
| |
Benjamin Sexson |
| |
Chief Executive Officer |
