Monogram Orthopaedics Inc SEC Filings

Monogram Technologies Inc. filed a Form 25 notification indicating a class of its securities is being removed from listing and/or registration on the Nasdaq Stock Market LLC. The form lists the issuer's principal office in Austin, Texas, cites the Exchange Act withdrawal rules, and includes the standard Nasdaq certification that the Exchange has reasonable grounds to file the Form 25. The filing text does not provide an effective date, which specific rule box was checked, or a completed signature block in the provided content.

Monogram Technologies Inc. (MGRM) director Paul Riss reported a grant of 10,000 stock options on 01/08/2025. The options have an exercise price of $2.50 and are shown with an exercisable date of 01/08/2032 and an expiration date of 01/08/2035, covering 10,000 underlying shares. After the reported transaction the filing shows 40,000 shares beneficially owned by the reporting person in a direct form. The form notes the company uses the Black-Scholes-Merton model to value awards and includes the reporting person signature dated 09/30/2025.

Douglas Unis, a director of Monogram Technologies Inc. (MGRM), received a stock option award and reports his beneficial ownership. The Form 4 discloses a grant of a stock option on 01/08/2025 to purchase 35,000 shares of common stock with an exercise price of $2.50. The option becomes exercisable on 01/08/2032 and expires on 01/08/2035. After this transaction, the filing reports 1,475,000 shares beneficially owned by Mr. Unis held directly. The form includes a note that the company uses the Black-Scholes model to value stock awards.

Monogram Technologies insider option grant to CTO reported. The filing shows Kamran Shamaei, identified as Chief Technology Officer and a director/officer, was granted a stock option on 01/08/2025 to acquire 250,000 shares of common stock at an exercise price of $2.50 per share. The option becomes exercisable on 01/08/2032 and expires on 01/08/2035. The reported transaction increases direct beneficial ownership by 250,000 shares. The explanation notes the company uses the Black-Scholes model to value stock awards.

Noel Knape, Chief Financial Officer and Director of Monogram Technologies Inc. (MGRM), reported a transaction on Form 4 showing an award of derivative securities. The filing reports that on 01/08/2025 Mr. Knape was granted 40,000 stock options with an exercise price of $2.50. The options have a date exercisable of 01/08/2032 and an expiration date of 01/08/2035, and the underlying security is common stock. The Form identifies Mr. Knape’s address in Austin, TX and is signed by him on 09/30/2025. The filing includes an explanatory note that the company uses the Black-Scholes-Merton model to determine fair value of stock awards.

Monogram Technologies (MGRM) Form 3 initial ownership filing: Director Richard Lee Van Kirk Jr. reported an option to acquire 2,000 shares of common stock. The option is exercisable beginning 07/31/2027 and expires 07/31/2030. The filing was made as an initial statement by one reporting person and identifies Van Kirk as a director. No other securities or transactions are disclosed in this Form 3.

Monogram Technologies Inc. has agreed to be acquired by Zimmer Biomet. The board unanimously recommends that holders of Monogram common stock approve a merger under which Monogram will become a wholly owned subsidiary of Zimmer Biomet and common stockholders will receive $4.04 in cash per share plus one non-tradeable Contingent Value Right (CVR) per share that can pay up to additional milestone-based cash amounts (First: $1.04; Second: $1.08; Third: up to $3.41; Fourth: up to $3.41; Fifth: up to $3.43). Preferred stockholders receive specified cash liquidation preferences. The special virtual meeting is set for September 30, 2025, record date August 14, 2025, and approval requires a majority of outstanding common shares. The proxy discloses a loan agreement (up to $15 million draw if merger is not consummated under certain conditions), a possible $11 million termination fee under specified circumstances, pending litigation challenging disclosures, and HSR and other regulatory filing steps.