As filed with the U.S. Securities and Exchange
Commission on October 7, 2025
Registration No. 333-286600
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-286600
UNDER
THE SECURITIES ACT OF 1933
Monogram Technologies Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
81-2349540 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
345 East Main Street
Warsaw, Indiana 46580
(574) 373-3333
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive
offices)
Amended and Restated 2019 Stock Option and
Grant Plan
(Full title of the plan)
Chad F. Phipps
Senior Vice President,
General Counsel and Secretary
Zimmer Biomet Holdings, Inc.
345 East Main Street
Warsaw, Indiana 46580
(574) 373-3333
(Name and address, including zip code and telephone
number, including area code, of agent for service)
Copy to:
Joseph E. Gilligan
Jessica A. Bisignano
Hogan Lovells US LLP
555 13th Street NW
Washington, DC 20004
(202) 637-5600
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company,” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer |
|
¨ |
|
Accelerated filer |
|
¨ |
| |
|
|
|
| Non-accelerated filer |
|
x |
|
Smaller reporting company |
|
x |
| |
|
|
|
| |
|
|
|
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”) relates to the following Registration Statement on Form S-8 (the “Registration Statement”)
filed by Monogram Technologies Inc., a Delaware corporation (the “Registrant”), with the Securities and Exchange Commission
(the “SEC”):
| ● | Registration
Statement on Form S-8 (No. 333-286600), filed with the SEC on April 16, 2025, registering the offer and sale of 2,600,000
shares of common stock, par value $0.001 per share, of the Registrant for issuance under the Amended and Restated 2019 Stock Option and
Grant Plan. |
On October 7, 2025, pursuant to the Agreement and Plan of Merger,
dated as of July 11, 2025, by and among the Registrant, Zimmer Biomet Holdings, Inc., a Delaware corporation (“Zimmer
Biomet”), and Honey Badger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Zimmer Biomet (“Merger
Sub”), as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025, by and between
the Registrant and Zimmer Biomet, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant
surviving the Merger as a wholly-owned subsidiary of Zimmer Biomet.
As a result of the Merger, the Registrant has terminated all offerings
of securities pursuant to the Registration Statement. Accordingly, the Registrant, by filing this Post-Effective Amendment, hereby terminates
the effectiveness of the Registration Statement and, in accordance with undertakings made by the Registrant in the Registration Statement
to remove from registration by means of a post-effective amendment any of the securities that had been registered but remained unsold
at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the
Registration Statement as of the date hereof.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Warsaw, State of Indiana, on October 7, 2025.
| MONOGRAM TECHNOLOGIES
INC. |
|
| |
|
|
| By: |
/s/
Chad F. Phipps |
|
| |
Name: |
Chad
F. Phipps |
|
| |
Title: |
Senior
Vice President and Secretary |
|
No other person is required to sign this Post-Effective Amendment to
the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
