Monogram Technologies Inc. SEC Filings

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.

Monogram Technologies, Inc. (MGRM) Quarterly Report highlights merger-related arrangements, equity financings and preferred-stock activity through June 30, 2025. The Merger consideration for Common Stock holders includes $4.04 per share in cash plus a contingent value right; Series D and E preferred holders would receive $2.25 and $100.00 per share respectively. The Company had 4,187,569 shares and the other class had 36,088,725 shares outstanding at June 30, 2025. Under a Purchase Agreement the Company may sell up to $20.0 million of Common Stock to BRPC II and had raised approximately $961,245 from 292,726 shares as of June 30, 2025. Under an At-The-Market program the Company may sell up to $25.0 million and had sold 2,454,318 shares for gross proceeds of $6.2 million. Pro-Dex exercised warrants on June 30, 2025 providing $900,000 in proceeds. The Series D Preferred underwent a Mandatory Conversion effective July 14, 2025 and no Series D shares were outstanding as of the report date. The Company disclosed a $4.0 million Termination Payment allocation under a separate agreement, including cash and Series E Preferred shares.

Monogram Technologies has entered into a merger agreement with Zimmer Biomet under which Monogram would become a wholly owned subsidiary of Zimmer Biomet if stockholders approve the transaction. Each share of Monogram common stock would receive $4.04 in cash plus one non-tradeable contingent value right (CVR) that can pay up to $12.37 in additional cash if specified milestones are met, for a maximum potential per-share consideration of $16.41.

The CVR ties payments to clinical, regulatory and commercial milestones including a proof-of-concept demo in early 2026, FDA 510(k) clearance for the fully autonomous system, and revenue targets of $156M in 2028, $381M in 2029 and $609M in 2030. The Board unanimously recommends the merger. The transaction is subject to customary closing conditions including antitrust clearance, and Zimmer Biomet represents it has sufficient funds; a delayed-draw loan of up to $15M is available to Monogram if the merger does not close. A potential $11M termination fee is also disclosed.

Monogram Technologies Inc. (MGRM) filed an 8-K on 30 Jul 2025 under Item 7.01 to furnish an email sent to shareholders.

The email directs investors to the FAQ section on the company’s Investor Relations website that addresses the previously announced Zimmer Biomet Holdings, Inc. acquisition (14 Jul 2025). No new financial statements, valuation metrics, or amended deal terms are included. The communication is provided as Exhibit 99.1 and, consistent with Reg FD, is treated as “furnished,” not “filed,” limiting Exchange Act liability.

Item 9.01 lists (i) Exhibit 99.1—Shareholder Email and (ii) the Inline XBRL cover file. No other reportable events were disclosed.

Monogram Technologies Inc. (Nasdaq: MGRM) filed a Form 8-K (Item 7.01 Regulation FD) to furnish a press release dated 29 July 2025 announcing completion of the world’s first fully autonomous, saw-based robotic total knee replacement. The surgery used Monogram’s proprietary mBōs™ TKA System and was performed at Krishna Shalby Hospital in Ahmedabad, India.

The company positions the procedure as proof-of-concept for closed-loop robotic orthopedic surgery, potentially accelerating its commercialization roadmap and strategic partnerships. No financial results, guidance, or transactions were disclosed; the press release is provided as Exhibit 99.1 and is deemed “furnished,” not “filed,” limiting liability under the Exchange Act.

Forward-looking-statement language flags risks around capital needs, regulatory approvals, partner dependence and litigation. Other 8-K items (7.01, 9.01) contain only exhibit references; no pro-forma financials or statements accompany the filing.

Monogram Technologies Inc. (Nasdaq: MGRM) filed an 8-K on 28-Jul-2025 under Item 7.01 to furnish shareholder FAQs related to its previously announced acquisition by Zimmer Biomet Holdings, Inc. (announced 14-Jul-2025). The filing labels the material as soliciting under Rule 14a-12, signalling its use in the forthcoming proxy process. Exhibit 99.1 contains the full FAQ document and is incorporated by reference.

The information is being “furnished” rather than “filed,” so it is not subject to Section 18 liability and will not be automatically incorporated into other SEC filings. No additional financial terms, valuation, or closing timeline are provided. The company reiterates its emerging-growth company status and maintains Nasdaq listing under the ticker MGRM.