Welcome to our dedicated page for LMP Capital & Income SEC filings (Ticker: SCD), 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.
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Zimmer Biomet Holdings, Inc. ("Parent") and its wholly owned Honey Badger Merger Sub, Inc. ("Merger Sub") have filed a Schedule 13D disclosing their plan to acquire Monogram Technologies Inc. (MGRM) via a cash-and-CVR merger executed on 11 July 2025.
The Merger Agreement stipulates that each outstanding Monogram common share will be converted into (i) $4.04 in cash plus (ii) one contingent value right (CVR) that could deliver up to $12.37 in additional cash across five milestone payments, making the maximum potential consideration $16.41 per share. Series D and Series E preferred shares will be redeemed for $2.25 (plus accrued dividends) and $100.00 per share, respectively.
To secure stockholder approval, the Parent entered into separate Voting Agreements with four key holders—Pro-Dex, Benjamin Sexson, Douglas Unis and Kamran Shamaei—covering 9,754,256 common shares, or 27 % of shares outstanding. No cash changed hands; the agreements only obligate these holders to vote in favor of the transaction and against competing proposals.
Completion of the merger is subject to customary conditions, including (1) majority shareholder approval, (2) HSR clearance, (3) absence of legal restraints, and (4) no material adverse effect on Monogram. Either party may terminate if closing has not occurred by 11 January 2026 (extendable three months for regulatory delay). A $11 million termination fee is payable by Monogram under certain circumstances, including acceptance of a superior offer.
Should the deal close, Monogram will become a wholly owned subsidiary of Zimmer Biomet, adding the target’s robotic and digital orthopedic portfolio to Parent’s global med-tech platform. Investors must weigh the guaranteed $4.04 cash component against the uncertain CVR payouts, the regulatory timeline, and the break-fee/termination provisions.