Welcome to our dedicated page for Monogram Orthopaedics SEC filings (Ticker: MGRM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Monogram Technologies Inc. (MGRM) SEC filings archive provides a detailed regulatory record of the company’s evolution from an emerging growth orthopedic robotics issuer to a wholly owned subsidiary of Zimmer Biomet. These documents include current reports on Form 8-K, delisting notices on Form 25 and other materials that describe both its technology milestones and its change in corporate control.
For investors analyzing Monogram’s historical operations, Form 8-K filings are particularly important. They document events such as FDA 510(k) clearance for the Monogram mBôs TKA System, regulatory approval from India’s Central Drugs Standard Control Organization to import the mBôs TKA system for a 102-patient multi-center clinical investigation, and announcements related to the world’s first fully autonomous saw-based robotic total knee arthroplasty surgery on a live patient using the mBôs TKA System. Other 8-Ks outline financing and capital structure developments, including the creation and terms of the company’s Series E Redeemable Perpetual Preferred Stock and the mandatory conversion of its 8.00% Series D Convertible Cumulative Preferred Stock.
The merger with Zimmer Biomet is extensively detailed in Monogram’s merger-related 8-Ks. These filings describe the Agreement and Plan of Merger, the per-share cash consideration and contingent value rights (CVRs) for common stockholders, treatment of preferred stock and stock options, and the specific product development, regulatory and revenue milestones associated with potential CVR payments. A later Form 8-K dated October 7, 2025, confirms completion of the merger, explains that Monogram became a wholly owned subsidiary of Zimmer Biomet, and outlines the resulting change of control and modifications to stockholder rights.
Delisting and deregistration steps are reflected in the Form 25 filed by Nasdaq Stock Market LLC on October 7, 2025, which formally notifies the SEC of the removal of Monogram’s common stock from listing and registration under Section 12(b) of the Exchange Act. The October 7, 2025 Form 8-K further notes that trading in Monogram’s common stock was halted on the merger closing date and that the company intended to file a Form 15 to terminate registration of the common stock and suspend its periodic reporting obligations.
On Stock Titan, Monogram’s SEC filings are updated in line with EDGAR and can be paired with AI-powered summaries to help readers interpret complex documents. Users can review historical 10-K and 10-Q filings (where available), current reports on Form 8-K describing material events, and transaction-related documents that explain the structure and implications of the Zimmer Biomet acquisition and the CVR framework. This archive serves as a reference for understanding Monogram’s regulatory history, technology milestones and the steps leading to the delisting of the MGRM ticker.
Zimmer Biomet Holdings, Inc. has agreed to acquire Monogram Technologies Inc. (Nasdaq: MGRM) via a cash-and-CVR merger valued at $4.04 per common share plus a contingent value right (CVR). Honey Badger Merger Sub, a wholly-owned Zimmer subsidiary, will merge with Monogram, making Monogram a wholly-owned subsidiary and prompting a post-closing Nasdaq delisting.
Key economic terms
- Common stockholders: cash consideration of $4.04 per share plus one CVR.
- Series D preferred: $2.25 cash per share.
- Series E preferred: $100.00 cash per share.
- Equity awards: in-the-money options receive the cash spread and a CVR; out-of-the-money options convert solely into a CVR.
CVR structure – up to $12.37 per CVR payable in five milestones:
- $1.04 upon proof-of-concept demo of Monogram’s partial-knee robotic system (deadline: later of 31 Jan 2026 or 30 days post-close).
- $1.08 upon FDA 510(k) clearance for fully autonomous robotic system using Zimmer implants (deadline: 31 Dec 2027).
- $3.41 if 2028 gross revenue ≥ $156 million.
- $3.41 if 2029 gross revenue ≥ $381 million.
- $3.43 if 2030 gross revenue ≥ $609 million.
Closing conditions
- Majority stockholder approval.
- HSR waiting-period expiration.
- No legal restraints and no Material Adverse Effect on Monogram.
- No financing contingency.
Deal protections & ancillary agreements
- No-shop with fiduciary-out for “Superior Offer.”
- Company termination fee: $11 million.
- Voting Agreement: key holders commit to vote for the merger.
- Loan Agreement: Zimmer can provide Monogram up to $15 million in delayed-draw loans if the merger has not closed between 1 Dec 2025 and the End Date (11 Jan 2026, extendable to 11 Apr 2026); maturity 1 Dec 2027.
Timeline & next steps
- Proxy statement to be filed; shareholders to vote.
- Outside date: 11 Jan 2026 (extendable).
- Upon closing, Monogram securities will be deregistered.
This Form 8-K (filed as additional proxy soliciting material) outlines a definitive, cash-backed acquisition with long-dated revenue-based CVRs that transfer post-closing performance risk to selling shareholders.