Monogram Technologies Inc. Files 8-K with Major Corporate Updates

TL;DR

Monogram Tech 8-K drops: Acquisition, delisting notice, control change, exec shuffle. Big moves happening.

AI Summary

Monogram Technologies Inc. filed an 8-K on October 7, 2025, reporting several material events. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing standards, material modifications to security holder rights, and changes in control of the registrant. The filing also details departures and appointments of directors and officers, amendments to articles of incorporation, and other significant events, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes in Monogram Technologies Inc.'s structure and listing status, which could impact investors and the company's future operations.

Risk Assessment

Risk Level: high — The filing indicates multiple significant events including potential delisting, changes in control, and material modifications to security holder rights, all of which carry substantial risk.

Key Numbers

• 20251007 — Filing Date (The date the 8-K was filed with the SEC.)
• 1231 — Fiscal Year End (Indicates the end of the company's fiscal year.)

Key Players & Entities

• Monogram Technologies Inc. (company) — Registrant
• Monogram Orthopaedics Inc (company) — Former Company Name
• 0001769759 (company) — Central Index Key
• 812349540 (company) — EIN

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share MGRM The Nasdaq Stock Mar
• $4.04 — ny common stock, an amount equal to (i) $4.04 per share (the " Cash Amount ") without
• $100.00 — d Dissenting Shares, an amount equal to $100.00 per share, in cash, without interest an
• $1.04 — one payment triggers, a cash payment of $1.04 per CVR for the First Milestone, $1.08
• $1.08 — $1.04 per CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to
• $3.41 — per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to
• $3.43 — CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone (as def
• $156,000,000 — mber 31, 2028 that is at least equal to $156,000,000. Up to $3.41 per CVR December 31, 202
• $381,000,000 — mber 31, 2029 that is at least equal to $381,000,000. Up to $3.41 per CVR December 31, 202
• $609,000,000 — mber 31, 2030 that is at least equal to $609,000,000. Up to $3.43 per CVR December 31, 203
• $16.41 — pursuant to the CVR Agreement (that is, $16.41) (each, an " in the money option ") was

Filing Documents

• tm2527971d1_8k.htm (8-K) — 51KB
• tm2527971d1_ex2-1.htm (EX-2.1) — 891KB
• tm2527971d1_ex2-2.htm (EX-2.2) — 16KB
• tm2527971d1_ex3-1.htm (EX-3.1) — 35KB
• tm2527971d1_ex3-2.htm (EX-3.2) — 62KB
• tm2527971d1_ex99-1.htm (EX-99.1) — 19KB
• tm2527971d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-25-097530.txt ( ) — 1495KB
• mgrm-20251007.xsd (EX-101.SCH) — 3KB
• mgrm-20251007_lab.xml (EX-101.LAB) — 33KB
• mgrm-20251007_pre.xml (EX-101.PRE) — 22KB
• tm2527971d1_8k_htm.xml (XML) — 4KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. Merger Agreement On the Closing Date, pursuant to and in accordance with the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Zimmer Biomet. At the effective time of the Merger (the " Effective Time "), each outstanding share of the Company's common stock, par value $0.001 per share (" Company common stock "), and each outstanding share of the Company's Series E Redeemable Perpetual Preferred Stock, par value $0.001 per share (the " Series E Preferred Stock "), other than (1) shares owned by the Company, Zimmer Biomet, Merger Sub or any of their respective subsidiaries (" Excluded Shares "), which shares were canceled, and (2) shares with respect to which appraisal rights were properly exercised and not withdrawn under Delaware law (" Dissenting Shares "), was automatically converted into the right to receive (A) in the case of each share of Company common stock, an amount equal to (i) $4.04 per share (the " Cash Amount ") without interest and subject to applicable withholding taxes, plus (ii) one contractual contingent value right pursuant to the CVR Agreement (as defined and described below) (such contingent value right, a " CVR " and, together with the Cash Amount, the " Merger Consideration ") and (B) in the case of each share of Series E Preferred Stock, other than Excluded Shares and Dissenting Shares, an amount equal to $100.00 per share, in cash, without interest and subject to applicable withholding taxes. On October 7, 2025, Zimmer Biomet and Computershare Trust Company, N.A. entered into the Contingent Value Rights Agreement substantially in the form attached as Exhibit B to the Merger Agreement (the " CVR Agreement "), governing the terms of the CVRs to be received by the Company's stockholders and optionholders. The CVRs are not transferable except under certain limited circumstances, are not evidenced

01. Notice of Delisting or Failure to Satisfy a Continued

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the consummation of the Merger, on October 7, 2025, the Company notified the Nasdaq Stock Market (" Nasdaq ") that the Merger had occurred and requested that Nasdaq (a) suspend trading of the Company common stock and (b) file with the SEC an application on Form 25 to delist and deregister the Company common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). The delisting of the Company common stock from Nasdaq will be effective 10 days after the filing of the Form 25. Following the effectiveness of such Form 25, the Company intends to file with the SEC a certification on Form 15 requesting the termination of registration of the Company common stock under Section 12(g) of the Exchange Act and the suspension of Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company common stock. Trading of the Company common stock on Nasdaq was halted prior to the opening of trading on the Closing Date. The information set forth in the Introductory Note and Item 2.01 of this report is incorporated by reference in this Item 3.01.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. As a result of the Merger, each share of Company common stock and Series E Preferred Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive (A) in the case of each share of Company common stock, the Merger Consideration, and (B) in the case of each share of Series E Preferred Stock, an amount equal to $100.00 per share, in cash, without interest and subject to applicable withholding taxes. Accordingly, at the Effective Time, the holders of such shares of Company common stock and Series E Preferred Stock ceased to have any rights as stockholders of the Company, other than the right to receive the aforementioned amounts. The information set forth in the Introductory Note,

01, Item 3.01, Item 5.01 and Item 5.03 of this report is incorporated by reference in this Item 3.03

Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this report is incorporated by reference in this Item 3.03.

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant. As a result of the consummation of the Merger, a change of control of the Company occurred on the Closing Date and the Company became a wholly-owned subsidiary of Zimmer Biomet. The information set forth in the Introductory Note,

01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this report is incorporated by reference in this Item 5.01

Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this report is incorporated by reference in this Item 5.01.

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note and Item 2.01 of this report is incorporated by reference in this Item 5.02. Upon the consummation of the Merger, each of Benjamin Sexson, Dr. Douglas Unis, Rick Van Kirk, Colleen Gray and Paul Riss ceased to be a member of the board of directors of the Company. At the Effective Time, the sole director of Merger Sub as of immediately prior to the Effective Time became the sole director of the Surviving Corporation. Officer Changes and Arrangements In connection with the consummation of the Merger, each of Benjamin Sexson, Noel Knape and Kamran Shamaei ceased to be an executive officer of the Company as of the Effective Time. At the Effective Time, Mark Bezjak, Suketu Upadhyay and Paul Stellato became officers of the Surviving Corporation.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Effective Time, the certificate of incorporation of the Surviving Corporation was amended and restated in the form set forth as Annex I to the Merger Agreement. At the Effective Time, the bylaws of the Company were amended and restated to be substantially identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time. Copies of the Seventh Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws of the Surviving Corporation are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated by reference in this Item 5.03. The information set forth in the Introductory Note and Item 2.01 of this report is incorporated by reference in this Item 5.03.

01

Item 8.01. Other Events. Expiration of HSR Act Waiting Period As previously disclosed, on September 4, 2025, Parent voluntarily withdrew its pre-merger Notification and Report Form previously filed pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act") and, on the same date, resubmitted its pre-merger Notification and Report Form with respect to the Merger, in order to provide the Federal Trade Commission (" FTC ") with additional time to review the Merger. The new required waiting period under the HSR Act with respect to the Merger expired at 11:59 p.m., Eastern Time on October 6, 2025. Press Release On October 7, 2025, Zimmer Biomet issued a press release (the " Press Release ") announcing the closing of the Merger. The foregoing disclosure is qualified in its entirety by the full text of the Press Release. A copy of the Press Release is attached as Exhibit 99.1, and is hereby incorporated by reference into this Item 8.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Description 2.1* Agreement and Plan of Merger, dated July 11, 2025, by and among Zimmer Biomet Holdings, Inc., Honey Badger Merger Sub, Inc. and Monogram Technologies Inc. 2.2* First Amendment to Agreement and Plan of Merger, dated August 27, 2025, by and among Zimmer Biomet Holdings, Inc., and Monogram Technologies Inc. 3.1 Seventh Amended and Restated Certificate of Incorporation of Monogram Technologies Inc., dated October 7, 2025 3.2 Second Amended and Restated Bylaws of Monogram Technologies Inc., dated October 7, 2025 99.1 Press Release of Zimmer Biomet Holdings, Inc., dated October 7, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit upon request by the SEC. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MONOGRAM TECHNOLOGIES INC. Dated: October 7, 2025 By: /s/ Chadd F. Phipps Name: Chadd F. Phipps Title: Senior Vice President and Secretary

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View this 8-K filing on SEC EDGAR