Monogram Technologies (NASDAQ: MGRM) reminds shareholders of Zimmer Biomet acquisition vote

Rhea-AI Filing Summary

Monogram Technologies Inc. furnished an update on its communications with shareholders about a pending transaction. On August 29, 2025, the company began sending texts and emails to stockholders to remind them of the 2025 special meeting of stockholders to approve the previously announced acquisition by Zimmer Biomet Holdings, Inc. These messages are meant to alert investors to the upcoming vote. The full text of the communications is included as Exhibits 99.1 through 99.4 to this report.

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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

FAQ

What did Monogram Technologies (MGRM) disclose in this Form 8-K?

Monogram Technologies Inc. disclosed that on August 29, 2025 it began distributing texts and emails to its stockholders to alert them to the 2025 special meeting of stockholders to approve the acquisition by Zimmer Biomet Holdings, Inc.

What is the purpose of the 2025 special meeting for Monogram Technologies (MGRM)?

The 2025 special meeting of stockholders is being held to seek stockholder approval of the acquisition of Monogram Technologies Inc. by Zimmer Biomet Holdings, Inc., which was previously announced on July 14, 2025.

How is Monogram Technologies (MGRM) notifying stockholders about the special meeting?

Monogram Technologies Inc. is notifying stockholders via texts and emails. Copies of these communications are attached as Exhibits 99.1, 99.2, 99.3, and 99.4 to the report.

Are the Monogram Technologies (MGRM) texts and emails considered filed with the SEC?

The company states that the information in this report, including Exhibits 99.1, 99.2, 99.3, and 99.4, is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into other filings, except as expressly stated.

Where can investors see the exact texts and emails Monogram Technologies (MGRM) sent?

Investors can review the exact language of the communications in the exhibits to the report: Exhibit 99.1 (text to registered holders), 99.2 (text to street holders), 99.3 (email to registered holders), and 99.4 (email to street holders).

Does this 8-K change the terms of the Zimmer Biomet acquisition of Monogram Technologies (MGRM)?

This report does not describe any change to the terms of the acquisition. It focuses on Monogram Technologies Inc. commencing distribution of texts and emails to alert stockholders about the special meeting to approve the previously announced transaction.