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| LEI | 549300ZJ3SWODJZ0FY92 |
| CIK | 1769759 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Monogram Technologies Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 4, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commi |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 4, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commi |
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| August 29, 2025 |
Target Audience: Street Holders Exhibit 99.2 Target Audience: Street Holders ACTION REQUESTED - The Monogram Technologies 2025 Special Meeting of Stockholders to approve the acquisition by Zimmer Biomet, is scheduled for September 30th. Please call (888) 785-6673 now to vote your shares. |
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| August 29, 2025 |
Exhibit 99.3 Target Audience: Registered Holders Subject: Vote your shares on Monogram’s Acquisition by Zimmer Biomet Dear Stockholder, As a stockholder, you have the opportunity to vote on an important proposal. If approved, Zimmer Biomet will be able to acquire Monogram. The special meeting to approve the acquisition is scheduled for September 30, 2025. YOUR VOTE IS IMPORTANT! How to Vote: · You |
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| August 29, 2025 |
Text Message Target Audience: Registered Holders Exhibit 99.1 Text Message Target Audience: Registered Holders ACTION REQUESTED - The Monogram Technologies 2025 Special Meeting of Stockholders to approve the acquisition by Zimmer Biomet, is scheduled for September 30th. Please vote your shares now at monogram.vote Please vote on Monogram's acquisition by Zimmer Biomet. Submit your vote now at monogram.vote |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 29, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commiss |
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| August 29, 2025 |
Text Message Target Audience: Registered Holders Exhibit 99.1 Text Message Target Audience: Registered Holders ACTION REQUESTED - The Monogram Technologies 2025 Special Meeting of Stockholders to approve the acquisition by Zimmer Biomet, is scheduled for September 30th. Please vote your shares now at monogram.vote Please vote on Monogram's acquisition by Zimmer Biomet. Submit your vote now at monogram.vote |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 29, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commiss |
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| August 29, 2025 |
Exhibit 99.4 Target Audience: Street Holders Subject: Vote your shares on Monogram’s Acquisition by Zimmer Biomet Dear Stockholder, As a stockholder, you have the opportunity to vote on an important proposal. If approved, Zimmer Biomet will be able to acquire Monogram. The special meeting to approve the acquisition is scheduled for September 30, 2025. VOTE YOUR SHARES TODAY! How to Vote: · Your br |
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| August 29, 2025 |
Target Audience: Street Holders Exhibit 99.2 Target Audience: Street Holders ACTION REQUESTED - The Monogram Technologies 2025 Special Meeting of Stockholders to approve the acquisition by Zimmer Biomet, is scheduled for September 30th. Please call (888) 785-6673 now to vote your shares. |
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| August 29, 2025 |
Exhibit 99.3 Target Audience: Registered Holders Subject: Vote your shares on Monogram’s Acquisition by Zimmer Biomet Dear Stockholder, As a stockholder, you have the opportunity to vote on an important proposal. If approved, Zimmer Biomet will be able to acquire Monogram. The special meeting to approve the acquisition is scheduled for September 30, 2025. YOUR VOTE IS IMPORTANT! How to Vote: · You |
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| August 29, 2025 |
Exhibit 99.4 Target Audience: Street Holders Subject: Vote your shares on Monogram’s Acquisition by Zimmer Biomet Dear Stockholder, As a stockholder, you have the opportunity to vote on an important proposal. If approved, Zimmer Biomet will be able to acquire Monogram. The special meeting to approve the acquisition is scheduled for September 30, 2025. VOTE YOUR SHARES TODAY! How to Vote: · Your br |
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| August 28, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| August 28, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| August 28, 2025 |
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”) and Monogram Technologies Inc. (“Company”, together with Parent, each a “Party” and collectively, the “Parties”) is entered into as of August 27, 2025. BACKGROUND WHEREAS, the Company, Pare |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 27, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commiss |
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| August 28, 2025 |
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”) and Monogram Technologies Inc. (“Company”, together with Parent, each a “Party” and collectively, the “Parties”) is entered into as of August 27, 2025. BACKGROUND WHEREAS, the Company, Pare |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 27, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commiss |
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| August 15, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41707 Mon |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo |
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| August 11, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 758,294,205. |
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| August 11, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| July 31, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 31, 2025 |
Monogram Acquisition by Zimmer Biomet FAQs Available Here: Exhibit 99.1 Monogram Acquisition by Zimmer Biomet FAQs Available Here: https://www.monogramtechnologies.com/investors |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 31, 2025 |
Monogram Technologies Inc. Text to Stockholders Exhibit 99.1 Monogram Acquisition by Zimmer Biomet FAQs Available Here: https://www.monogramtechnologies.com/investors |
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| July 30, 2025 |
Monogram Technologies Inc. Email to Stockholders Exhibit 99.1 Dear Shareholders, We’ve added a Frequently Asked Questions (FAQ) section to our Investor Relations page to address many of the questions we’ve been receiving about the transaction, including the structure of the CVR and the total potential consideration. You can view the FAQ here: https://www.monogramtechnologies.com/investors We encourage all shareholders to review this information |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 30, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 30, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 30, 2025 |
Exhibit 99.1 Dear Shareholders, We’ve added a Frequently Asked Questions (FAQ) section to our Investor Relations page to address many of the questions we’ve been receiving about the transaction, including the structure of the CVR and the total potential consideration. You can view the FAQ here: https://www.monogramtechnologies.com/investors We encourage all shareholders to review this information |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 26, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 29, 2025 |
Exhibit 99.1 Monogram Technologies Announces World’s First Fully Autonomous Saw-Based Robotic Knee Replacement Surgery The Procedure Utilized Monogram’s mBôs TKA System Performed in India with Shalby Hospitals Groundbreaking Procedure Delivers the World’s First Autonomous Saw-Based Robotic TKA Surgery on a Live Patient AUSTIN, TX – July 29, 2025 – Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogr |
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| July 28, 2025 |
Monogram Technologies Inc. FAQs for Stockholders Exhibit 99.1 Monogram Technologies Acquisition by Zimmer Biomet Frequently Asked Questions for Monogram Technologies Investors Note This document provides general answers to some common questions that stockholders of Monogram Technologies may have in connection with its proposed acquisition by Zimmer Biomet. In connection with the proposed transaction, Monogram intends to file relevant materials w |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 28, 2025 |
Monogram Technologies Acquisition by Zimmer Biomet Exhibit 99.1 Monogram Technologies Acquisition by Zimmer Biomet Frequently Asked Questions for Monogram Technologies Investors Note This document provides general answers to some common questions that stockholders of Monogram Technologies may have in connection with its proposed acquisition by Zimmer Biomet. In connection with the proposed transaction, Monogram intends to file relevant materials w |
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| July 14, 2025 |
Exhibit 99.1 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of July 11, 2025, is by and among Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), Honey Badger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and each of the undersigned stockholders (each, a “Stockholder”, and together the “Stockhold |
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| July 14, 2025 |
Joint Press Release dated July 14, 2025 Exhibit 99.2 Zimmer Biomet: Media Investors Kristen Cardillo 925-786-4913 [email protected] Kirsten Fallon 781-779-5561 [email protected] David DeMartino 646-531-6115 [email protected] Zach Weiner 908-591-6955 [email protected] Monogram Technologies: Media and Investors: Chris Tyson Executive Vice President MZ North America Direct: 949-4791-8 |
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| July 14, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among: MONOGRAM TECHNOLOGIES INC., a Delaware corporation; HONEYBADGER MERGER SUB, INC., a Delaware corporation; and ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation Dated as of July 11, 2025 Table of Contents Section 1 MERGER TRANSACTION 1.1 Merger of Merger Sub into the Company 3 1.2 Effect of the Merger 3 1.3 Closing; Effective Time |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 11, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 11, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 14, 2025 |
Certificate of Designation of Series E Redeemable Perpetual Preferred Stock Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES E REDEEMABLE PERPETUAL PREFERRED STOCK OF MONOGRAM TECHNOLOGIES INC. Monogram Technologies Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: Pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation ( |
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| July 14, 2025 |
Exhibit 10.1 DELAYED DRAW Loan Agreement This delayed draw Loan Agreement (this “Agreement”) is made as of July 11, 2025, by and between Monogram Technologies Inc., a Delaware corporation (the “Company”), and Zimmer, Inc., a Delaware corporation (the “Lender”). WHEREAS, in connection with the Agreement and Plan of Merger of even date herewith entered into by and among the Company, Zimmer Biomet Ho |
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| July 14, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among: MONOGRAM TECHNOLOGIES INC., a Delaware corporation; HONEYBADGER MERGER SUB, INC., a Delaware corporation; and ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation Dated as of July 11, 2025 Table of Contents Section 1 MERGER TRANSACTION 1.1 Merger of Merger Sub into the Company 3 1.2 Effect of the Merger 3 1.3 Closing; Effective Time |
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| July 14, 2025 |
Loan Agreement, dated July 11, by and between Monogram Technologies Inc. and Zimmer, Inc. Exhibit 10.1 DELAYED DRAW Loan Agreement This delayed draw Loan Agreement (this “Agreement”) is made as of July 11, 2025, by and between Monogram Technologies Inc., a Delaware corporation (the “Company”), and Zimmer, Inc., a Delaware corporation (the “Lender”). WHEREAS, in connection with the Agreement and Plan of Merger of even date herewith entered into by and among the Company, Zimmer Biomet Ho |
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| July 14, 2025 |
Exhibit 99.2 Zimmer Biomet: Media Investors Kristen Cardillo 925-786-4913 [email protected] Kirsten Fallon 781-779-5561 [email protected] David DeMartino 646-531-6115 [email protected] Zach Weiner 908-591-6955 [email protected] Monogram Technologies: Media and Investors: Chris Tyson Executive Vice President MZ North America Direct: 949-4791-8 |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 9, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commission |
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| July 14, 2025 |
Exhibit 99.1 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of July 11, 2025, is by and among Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), Honey Badger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and each of the undersigned stockholders (each, a “Stockholder”, and together the “Stockhold |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 7, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commission |
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| July 8, 2025 |
Exhibit 99.1 Monogram Technologies Announces the Mandatory Conversion of 8.00% Series D Convertible Cumulative Preferred Stock AUSTIN, TX – July 8, 2025 - Monogram Technologies Inc. (NASDAQ: MGRM) (“Monogram” or the “Company”), an AI-driven robotics company revolutionizing orthopedic surgery, today announced the mandatory conversion of all outstanding shares of 8.00% Series D Convertible Cumulativ |
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| May 14, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41707 Mo |
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| April 29, 2025 |
Exhibit 99.1 Monogram Technologies Granted Regulatory Approval to Import mBôs TKA System for Clinical Investigation in India Patient Enrollment will Begin Shortly ; First Live Patient Surgeries are Anticipated within 90 Business Days Critical Milestone Achieved for Multi-Center Clinical Trial in India with Strategic Partner Shalby Hospitals for the mBȏs TKA System AUSTIN, TX – April 29, 2025 - Mon |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissi |
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| April 16, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Monogram Technologies Inc. |
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| April 16, 2025 |
As filed with the Securities and Exchange Commission on April 16, 2025 As filed with the Securities and Exchange Commission on April 16, 2025 Registration No. |
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| March 17, 2025 |
Exhibit 99.1 Monogram Technologies Announces FDA 510(k) Clearance for the Monogram mBôs™ TKA System Monogram May Market the Monogram mBôs™ TKA System, Subject to the Requirements of the Federal Food, Drug, and Cosmetic Act (the Act). The Company is Preparing for Commercialization and Evaluating Strategies to Support the Adoption of its Robotic-Assisted Technology AUSTIN, TX – March 17, 2025 - Mono |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 17, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissi |
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| March 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 12, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incor |
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| March 13, 2025 |
Exhibit 99.1 Monogram Technologies Reports Full Year 2024 Financial Results Completed all Supplemental Testing and has Submitted its Formal Response to the FDA's Additional Information Request (AIR) Management to Host Business Update Conference Call on Wednesday, March 12, 2025, at 4:30 p.m. Eastern Time AUSTIN, TX – March 12, 2025 - Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogram" or the "Co |
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| March 12, 2025 |
Insider Trading Policy of Monogram Technologies Inc. Exhibit 19.1 This Insider Trading Policy describes the standards of Monogram Orthopaedics, Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy prohibits trading in certain circumstances and applies to all directors, officers - |
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| March 12, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-41707 Monogram Te |
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| March 12, 2025 |
Exhibit 99.1 Monogram Technologies Reports Full Year 2024 Financial Results Completed all Supplemental Testing and has Submitted its Formal Response to the FDA's Additional Information Request (AIR) Management to Host Business Update Conference Call on Wednesday, March 12, 2025, at 4:30 p.m. Eastern Time AUSTIN, TX – March 12, 2025 - Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogram" or the "Co |
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| March 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 12, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissi |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 25, 2025 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commi |
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| February 25, 2025 |
Exhibit 99.1 Monogram Technologies Provides Regulatory Update on mBôs TKA System and Clinical Trial Preparation in India Company has Completed all Supplemental Testing and has Submitted its Formal Response to the FDA’s Additional Information Request (AIR) Investigator Meeting and Clinical Trial Training Held at the Shalby Hospital in Ahmedabad, India AUSTIN, TX – February 25, 2025 - Monogram Techn |
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| December 26, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 19, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commi |
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| December 18, 2024 |
Exhibit 99.1 Monogram Technologies Provides 510(k) Submission Update Following Positive Meeting with FDA Management Anticipates That it has Sufficiently Addressed the FDA's Concerns to Mitigate the Need for a Clinical Data Request. Management Anticipates a Comprehensive AIR Response in Q1 2025 AUSTIN, TX – December 18, 2024 - Monogram Technologies Inc. (NASDAQ:MGRM) ("Monogram" or the "Company"), |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 17, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commi |
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| December 2, 2024 |
Exhibit 99.1 Monogram Technologies Announces Management and Related Parties Complete Open Market Purchases of MGRM Common Stock Totaling $1 Million AUSTIN, TX – December 2, 2024 - Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogram" or the "Company"), an AI-driven robotics company focused on improving human health with an initial focus on orthopedic surgery, today announced completed purchases of |
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| December 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 25, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commi |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 14, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commi |
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| November 14, 2024 |
Exhibit 99.1 Monogram Technologies Reports Third Quarter 2024 Financial Results Closed an Upsized and Oversubscribed $13 Million Public Offering to Fund Near-term Commercialization Milestones Management to Host Business Update Conference Call on Tuesday, November 19, 2024 at 4:30 p.m. Eastern Time AUSTIN, TX – November 14, 2024 - Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogram" or the "Compan |
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| November 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4170 |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 29, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commis |
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| October 29, 2024 |
Exhibit 99.1 Monogram Technologies Named Orthopedic Joint Replacement Company of the Year 2024 Award from Medical Tech Outlook Highlights Monogram's mBôs TKA System AUSTIN, TX – October 29, 2024 – Monogram Technologies Inc. (NASDAQ:MGRM) ("Monogram" or the "Company"), an AI-driven robotics company focused on improving human health with an initial focus on orthopedic surgery, today announced that i |
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| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 3, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commiss |
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| October 3, 2024 |
Company Has 180 Days From Receipt to Produce Additional Information Exhibit 99.1 Monogram Technologies Issues Correction to Press Release Announcing it Received an FDA Response for its mBôs TKA System (Correction Notice) Company Has 180 Days From Receipt to Produce Additional Information AUSTIN, TX – October 3, 2024 – Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogram" or the "Company"), an AI-driven robotics company focused on improving human health with an ini |
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| October 2, 2024 |
Monogram Technologies Announces Closing of Upsized and Oversubscribed $13 Million Public Offering Exhibit 99.1 Monogram Technologies Announces Closing of Upsized and Oversubscribed $13 Million Public Offering AUSTIN, TX – October 2, 2024 – Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogram" or the "Company"), an AI-driven robotics company focused on improving human health with an initial focus on orthopedic surgery, announced today that the Company closed the previously announced 8.00% Serie |
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| October 2, 2024 |
Exhibit 99.2 Monogram Technologies Receives FDA Response for mBôs TKA System Company to Conduct Clinical Trial to Produce Additional Information Within 180 Days AUSTIN, TX – October 2, 2024 – Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogram" or the "Company"), an AI-driven robotics company focused on improving human health with an initial focus on orthopedic surgery, today announced that it ha |
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| October 2, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-279927 PROSPECTUS SUPPLEMENT DATED OCTOBER 2, 2024 (To Prospectus dated June 14, 2024) Monogram Technologies Inc. 5,790,479 units Each unit consisting of one share of 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and one Common Stock Purchase Warrant 5,790,479 shares of common stock issuable upon convers |
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| October 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 2, 2024 (September 30, 2024) Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of in |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 30, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Comm |
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| October 1, 2024 |
Monogram Technologies Announces Preferred Stock Dividends Exhibit 99.1 Monogram Technologies Announces Preferred Stock Dividends AUSTIN, TX – September 30, 2024 – Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogram" or the "Company"), an AI-driven robotics company focused on improving human health with an initial focus on orthopedic surgery, announced today the declaration of a dividend of $0.0255 per share payable to holders of record of shares of the |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 11, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Comm |
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| September 12, 2024 |
Exhibit 99.1 Monogram Technologies Upsizes 8.00% Series D Convertible Cumulative Preferred Stock and Warrant Offering to $12.5 Million AUSTIN, TX – September 11, 2024 – Monogram Technologies Inc. (NASDAQ: MGRM) ("Monogram" or the "Company"), an AI-driven robotics company focused on improving human health with an initial focus on orthopedic surgery, today announced an upsize of its previously annou |
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| September 11, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-279927 AMENDMENT NO. 1 DATED SEPTEMBER 11, 2024 TO PROSPECTUS SUPPLEMENT DATED July 9, 2024 (To Prospectus dated June 14, 2024) Monogram Technologies Inc. Up to 5,555,556 units Each unit consisting of one share of 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and one Common Stock Purchase Warrant 5,555,5 |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 19, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commiss |
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| August 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41707 Mon |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo |
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| August 12, 2024 |
Exhibit 99.1 Monogram Technologies Secures Initial Strategic Clinical Trial Collaboration Clinical Trial Collaboration Follows 510(k) Submission and Passing of FDA Administrative Review; Preludes Planned International Launch for the mBôs TKA System Strategic Partner Shalby is Recognized as one of the Leading Institutions for Orthopedic Surgeries Worldwide, Performing Over 14,000 Annual Knee Replac |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commiss |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 8, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissi |
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| August 8, 2024 |
Exhibit 99.1 Monogram Technologies Submits 510(k) Application for mBôs TKA System Clearance Application was Submitted on July 19, 2024, Passed the FDA Administrative Review, and is Now Under Substantive Review FDA Decision is Expected Within 90 Days of Initial Submission; However, the Process May be Paused if Additional Information is Requested AUSTIN, TX – August 8, 2024 – Monogram Technologies I |
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| July 22, 2024 |
Exhibit 1.1 MONOGRAM TECHNOLOGIES INC. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement July 22, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Monogram Technologies Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Agent”) as follows: 1. |
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| July 22, 2024 |
Monogram Technologies Inc. Up to $25,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-279927 PROSPECTUS SUPPLEMENT (To Prospectus dated June 14, 2024) Monogram Technologies Inc. Up to $25,000,000 Common Stock We have entered into an At Market Issuance Sales Agreement, or sales agreement, with B. Riley Securities, Inc., or the Agent, relating to shares of our common stock, $0.001 par value per share, offered by this prospectus su |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| July 12, 2024 |
Exhibit 3.1 MONOGRAM TECHNOLOGIES INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 8.00% SERIES D CONVERTIBLE CUMULATIVE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW MONOGRAM TECHNOLOGIES INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 9, 2024 Monogram Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commission |
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| July 12, 2024 |
Exhibit 4.2 MONOGRAM TECHNOLOGIES INC., and EQUITY STOCK TRANSFER, LLC, as Warrant Agent [FORM OF] Warrant Agency Agreement Dated as of July 9, 2024 THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THA |
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| July 12, 2024 |
Exhibit 1.1 Monogram Technologies Inc. Offering of up to 4,444,445 units Each unit consisting of one share of 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and one Common Stock Purchase Warrant SELLING AGENCY AGREEMENT July 9, 2024 Digital Offering LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Dear Ladies and Gentlemen: Monogram Technologies Inc |
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| July 12, 2024 |
Exhibit 4.1 MONOGRAM TECHNOLOGIES INC. [FORM OF] CASH WARRANT TO PURCHASE COMMON STOCK Warrant No.: Date of Issuance: Monogram Technologies Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [insert name of holder], the registered holder hereof or its permitted assigns (the “Holder” |
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| July 12, 2024 |
Exhibit 10.1 MONOGRAM TECHNOLOGIES INC PUBLIC OFFERING SUBSCRIPTION AGREEMENT Units consisting of one share of 8.00% Series D Convertible Cumulative Preferred Stock and one Common Stock Purchase Warrant Monogram Technologies Inc. (the “Company”) is offering up to a maximum of 4,444,445 units (each a “Unit” and collectively, the “Units”) consisting of one share of 8.00% Series D Convertible Cumulat |
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| July 9, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-279927 PROSPECTUS SUPPLEMENT DATED July 9, 2024 (To Prospectus dated June 14, 2024) Monogram Technologies Inc. Up to 4,444,445 units Each unit consisting of one share of 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and one Common Stock Purchase Warrant 4,444,445 shares of common stock issuable upon conv |
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| July 1, 2024 |
The date of this prospectus supplement is July 1, 2024 Filed Pursuant to Rule 424(b)(5) Registration No. 333-279927 AMENDMENT NO. 2 DATED JULY 1, 2024 TO PROSPECTUS SUPPLEMENT DATED JUNE 25, 2024 (To Prospectus dated June 3, 2024) This prospectus supplement amends and supplements the information in the prospectus supplement, dated June 25, 2024, as amended by amendment no. 1 to the prospectus supplement dated June 25, 2024, filed with the Securities a |
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| June 26, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-279927 AMENDMENT NO. 1 DATED JUNE 25, 2024 TO PROSPECTUS SUPPLEMENT DATED JUNE 25, 2024 (To Prospectus dated June 3, 2024) Monogram Technologies Inc. Up to 4,444,445 units Each unit consisting of one share of 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and one Common Stock Purchase Warrant 4,444,445 sh |
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| June 25, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-279927 PROSPECTUS SUPPLEMENT (To Prospectus dated June 3, 2024) Monogram Technologies Inc. Up to 4,444,445 units Each unit consisting of one share of 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and one Common Stock Purchase Warrant 4,444,445 shares of common stock issuable upon conversion of the Series |
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| June 12, 2024 |
Monogram Technologies Inc. 3913 Todd Lane Austin, TX 78744 Monogram Technologies Inc. 3913 Todd Lane Austin, TX 78744 June 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Monogram Technologies Inc. Registration Statement on Form S-3 (File No. 333-279927) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Monogram Techno |
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| June 4, 2024 |
As filed with the Securities and Exchange Commission on June 3, 2024 As filed with the Securities and Exchange Commission on June 3, 2024 Registration No. |
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| June 4, 2024 |
Exhibit 4.6 MONOGRAM TECHNOLOGIES, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act Section of of 1939, as Amended Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c) |
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| June 4, 2024 |
Exhibit 4.7 MONOGRAM TECHNOLOGIES, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act Section of of 1939, as Amended Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) |
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| June 4, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Monogram Technologies Inc. |
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| June 3, 2024 |
NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO LOS ANGELES BOSTON HOUSTON DALLAS FORT WORTH AUSTIN FIRM and AFFILIATE OFFICES Dean M. |
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| May 17, 2024 |
Monogram Technologies Inc. 6,207,274 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-273473 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated April 30, 2024) Monogram Technologies Inc. 6,207,274 Shares of Common Stock This prospectus supplement updates and supplements the prospectus, dated April 30, 2024 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273473). Th |
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| May 15, 2024 |
Exhibit 3.1 CERTIFICATE OF OWNERSHIP AND MERGER merging MONOGRAM TECHNOLOGIES INC. a Delaware Corporation, with and into MONOGRAM ORTHOPAEDICS INC., a Delaware corporation (Pursuant to Section 253 of the General Corporation Law of the State of Delaware) * * * * * Monogram Orthopaedics Inc., a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merge |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 15, 2024 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commission |
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| May 15, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of May 14, 2024, by and between Monogram Orthopaedics Inc., a Delaware corporation (the “Parent Corporation”), and Monogram Technologies Inc., a Delaware corporation (the “Subsidiary Corporation”). The Parent Corporation and the Subsidiary Corporation are collectively referred to as the “Consti |
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| May 15, 2024 |
Exhibit 99.1 Monogram Orthopaedics Completes Corporate Name Change to Monogram Technologies New Name Reflects Continued Evolution as an AI-Driven Robotics Company with a Strong IP Position AUSTIN, TX - May 15, 2024 - Monogram Orthopaedics Inc. (NASDAQ: MGRM) (“Monogram” or the “Company”), an AI-driven robotics company focused on improving human health with an initial focus on orthopedic surgery, t |
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| May 14, 2024 |
Exhibit 10.23 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. “[OMITTED]” INDICATES THAT INFORMATION HAS BEEN REDACTED. ADDITIONALLY, THE NAME OF THE PARTY HAS BEEN REPLACED WITH “[CRO]” IN CERTAIN INSTANCES. CLINICAL RESEARCH SERVICES MASTER AGREEMENT This Master Services |
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| May 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41707 Mo |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 2024 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commission |
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| May 14, 2024 |
Exhibit 99.1 Monogram Orthopaedics Reports First Quarter 2024 Financial Results Verification and Validation Testing Expected to be Largely Complete in Q2 2024; 510(k) Submission with FDA Accelerated for Second Half of 2024 Engaged Contract Research Organization to Oversee mBôs Robot Clinical Trial Activities Outside the U.S. Management to Host Business Update Conference Call on Wednesday, May 22 a |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 3841 81-3777260 (State or other jurisdiction of incorporation) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 391 |
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| May 1, 2024 |
Exhibit 99.1 Monogram Provides Regulatory Update Following Meeting with FDA 510(k) Submission with FDA Accelerated for Early Second Half of 2024 AUSTIN, TX – May 1, 2024 - Monogram Orthopaedics Inc. (NASDAQ: MGRM) ("Monogram" or the "Company"), an AI-driven robotics company focused on improving human health with an initial focus on orthopedic surgery, today provided an update related to the regula |
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| May 1, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 1, 2024 Monogram Orthopaedics Inc. (Exact name of Company as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 30, 2024 |
Monogram Orthopaedics Inc. 6,243,974 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-273473 PROSPECTUS Monogram Orthopaedics Inc. 6,243,974 Shares of Common Stock This prospectus relates to the offer and sale of up to 6,243,974 shares of our common stock, par value $0.001 per share, or “Common Stock”, by B. Riley Principal Capital II, LLC, whom we refer to in this prospectus as “B. Riley Principal Capital II” or the “Selling St |
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| April 18, 2024 |
Exhibit 10.22 Paul Riss September 19th, 2022 RE: INDEPENDENT DIRECTOR INVITATION Dear Paul, I am pleased to formally invite you to join the Monogram Orthopaedics Inc. ("Monogram") Board of directors. As you know, Monogram is a medical technology company commercializing the next generation of joint replacement implants and surgical robotics. We are highly impressed by your career accomplishments, a |
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| April 18, 2024 |
Exhibit 10.21 Colleen Gray July 28th, 2023 RE: INDEPENDENT DIRECTOR INVITATION Dear Ms. Gray, I am pleased to formally invite you to join the Monogram Orthopaedics Inc. ("Monogram") Board of Directors. As you know, Monogram is a medical technology company commercializing the next generation of joint replacement implants and surgical robotics. We are highly impressed by your career accomplishments, |
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| April 18, 2024 |
Employment Agreement dated January 4, 2024 between Monogram Orthopaedics Inc. and Noel Knape Exhibit 10.13 Monogram Orthopaedics Inc. 3913 Todd Lane, Suite 307 Austin, TX 78744 1/4/2023 Dear Noel Knape, Monogram Orthopaedics Inc. (the “Company”) is pleased to offer you employment as Chief Financial Officer (CFO) of the Company, commencing Monday, January 23rd, 2023 (the “Commencement Date”). This letter sets forth certain terms of your employment. 1. Duties. In this capacity, you will per |
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| April 18, 2024 |
As filed with the Securities and Exchange Commission on April 18, 2024 As filed with the Securities and Exchange Commission on April 18, 2024 Registration No. |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 17, 2024 Monogram Orthopaedics Inc. (Exact name of Company as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commission |
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| March 26, 2024 |
Exhibit 6.21 Colleen Gray July 28th, 2023 RE: INDEPENDENT DIRECTOR INVITATION Dear Ms. Gray, I am pleased to formally invite you to join the Monogram Orthopaedics Inc. ("Monogram") Board of Directors. As you know, Monogram is a medical technology company commercializing the next generation of joint replacement implants and surgical robotics. We are highly impressed by your career accomplishments, |
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| March 26, 2024 |
Exhibit 6.13 Monogram Orthopaedics Inc. 3913 Todd Lane, Suite 307 Austin, TX 78744 1/4/2023 Dear Noel Knape Monogram Orthopaedics Inc. (the "Company") is pleased to offer you employment as chief Financial officer (CFO) of the Company, commencing Monday, January 23rd, 2023 (the "Commencement Date"). This letter sets forth certain terms of your employment. 1. Duties. In this capacity, you will perfo |
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| March 26, 2024 |
Exhibit 6.22 Paul Riss September 19th, 2022 RE: INDEPENDENT DIRECTOR INVITATION Dear Paul, I am pleased to formally invite you to join the Monogram Orthopaedics Inc. ("Monogram") Board of directors. As you know, Monogram is a medical technology company commercializing the next generation of joint replacement implants and surgical robotics. We are highly impressed by your career accomplishments, an |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 3841 81-3777260 (State or other jurisdiction of incorporation) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 391 |
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| March 26, 2024 |
CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM We consent to the inclusion in this Offering Circular to Form 1-A of our audit report dated March 14, 2024, with respect to the balance sheets of Monogram Orthopaedics, Inc. as of December 31, 2023 and 2022, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended |
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| March 21, 2024 |
Exhibit 99.1 NASDAQ: MGRM Revolutionizing Orthopedic Surgery & Implants FY 2023 Investor Call Thursday, March 21, 2024 Forward - Looking Statements Legal Disclaimer This presentation by Monogram Orthopaedics, Inc. (“Monogram”) may include ''forward - looking statements.'' To th e extent that the information presented in this presentation discusses financial projections, information, or expectation |
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| March 21, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 21, 2024 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissi |
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| March 15, 2024 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MONOGRAM ORTHOPAEDICS, INC. (a Delaware corporation hereinafter called the “Corporation”) The Corporation pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”) adopts these Amended and Restated Bylaws (hereinafter, the “Bylaws”), which restate, amend and supersede the bylaws of the corpo |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 15, 2024 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissi |
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| March 15, 2024 |
Monogram Orthopaedics, Inc. Clawback Policy Exhibit 97.1 Monogram Orthopaedics, Inc. (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore ado |
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| March 15, 2024 |
Exhibit 4.4 DESCRIPTION OF SECURITIES The following description of capital stock summarizes certain provisions of our Sixth Amended and Restated Certificate of Incorporation (the “certificate of incorporation”) and our Amended and Restated Bylaws (the “amended and restated bylaws”). The description is intended as a summary, and is qualified in its entirety by reference to our certificate of incorp |
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| March 15, 2024 |
Exhibit 3.1 MONOGRAM ORTHOPAEDICS INC. SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ARTICLE I: NAME. The name of this corporation is Monogram Orthopaedics Inc. (the ”Corporation”). ARTICLE II: REGISTERED OFFICE. The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle. The name of its regi |
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| March 15, 2024 |
Exhibit 10.20 3913 Todd Lane, Suite 307 Austin, TX 78744 February 11th, 2021 Dear Kamran, Monogram Orthopaedics Inc. (the “Company”) is pleased to offer you employment as Vice President of Engineering of the Company, commencing on Monday, April 5th, 2021 (the “Commencement Date”). This letter sets forth specific terms of your employment. 1.Duties. In this capacity, you will perform duties and resp |
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| March 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-41707 Monogram Or |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2024 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissi |
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| March 15, 2024 |
Exhibit 99.1 Monogram Orthopaedics Reports Full Year 2023 Financial Results 510(k) Submission with FDA On Track for Second Half of 2024 Shipped mBôs Surgical Robot System to First International Customer Introduced mVision Technologies, a Novel Approach to Registration and Tracking Management to Host Business Update Conference Call on Thursday, March 21 at 5:00 p.m. Eastern Time AUSTIN, TX – March |
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| March 15, 2024 |
Exhibit 3.1 MONOGRAM ORTHOPAEDICS INC. SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ARTICLE I: NAME. The name of this corporation is Monogram Orthopaedics Inc. (the ”Corporation”). ARTICLE II: REGISTERED OFFICE. The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle. The name of its regi |
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| December 5, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 30, 2023 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commi |
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| November 8, 2023 |
Monogram Orthopaedics Inc. 6,500,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-273473 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated September 21, 2023) Monogram Orthopaedics Inc. 6,500,000 Shares of Common Stock This prospectus supplement updates and supplements the prospectus, dated September 21, 2023 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273 |
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| November 8, 2023 |
Exhibit10.19 Execution Version Pro-Dex, Inc. 2361 McGaw Avenue Irvine, CA 92614 November 3, 2023 Monogram Orthopaedics Inc. 3913 Todd Lane, Suite 307 Austin, TX 78744 Ladies and Gentlemen: Reference is hereby made to that certain Warrant to Purchase Stock, dated December 20, 2018 (the “Warrant”), made by Monogram Orthopaedics Inc., a Delaware corporation (“Monogram”), in favor of Pro-Dex, Inc., a |
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| November 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4170 |
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| October 20, 2023 |
Exhibit 99.1 NASDAQ: MGRM Revolutionizing Orthopedic Surgery & Implants 1 Forward-Looking Statements Legal Disclaimer This presentation by Monogram Orthopaedics, Inc. (“Monogram”) may include ''forward-looking statements.'' To the extent that the information presented in this presentation discusses financial projections, information, or expectations about Monogram’s business plans, results of oper |
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| October 20, 2023 |
Exhibit 99.2 Dear Reader, On October 20th, 2023, Monogram Orthopaedics Inc. (the "Company") prepared a presentation regarding the business of the Company. We have provided a copy of that presentation here: https://bit.ly/monogramupdate This presentation is also available publicly on the Company's website at ir.monogramorthopedics.com. We want to thank our dedicated shareholders and the many suppor |
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| October 20, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 20, 2023 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commis |
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| October 20, 2023 |
Exhibit 99.3 Monogram Orthopaedics Files Updated Presentation on Form 8-K – Presentation Highlights MGRM’s Competitive Differentiation and Multi-Stage Growth Strategy – Austin, TX - October 20, 2023 - Monogram Orthopaedics Inc. (NASDAQ: MGRM) ("Monogram" or the "Company"), a medical technology company focused on reconstructive joint procedures and surgical robotics, today announced the filing of a |
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| October 17, 2023 |
Letter Agreement to Monogram Orthopaedics Inc. dated October 2, 2023 EX-99.1 2 ex99x1.htm LETTER AGREEMENT Exhibit 99.1 Pro-Dex, Inc. 2361 McGaw Avenue Irvine, CA 92614 October 2, 2023 Monogram Orthopaedics Inc. 3913 Todd Lane, Suite 307 Austin, TX 78744 Ladies and Gentlemen: Reference is hereby made to that certain Warrant to Purchase Stock, dated December 20, 2018 (the “Warrant”), made by Monogram Orthopaedics Inc., a Delaware corporation (“Monogram”), in favor o |
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| October 17, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 6, 2023 |
Exhibit 10.2 Execution Version Pro-Dex, Inc. 2361 McGaw Avenue Irvine, CA 92614 October 2, 2023 Monogram Orthopaedics Inc. 3913 Todd Lane, Suite 307 Austin, TX 78744 Ladies and Gentlemen: Reference is hereby made to that certain Warrant to Purchase Stock, dated December 20, 2018 (the “Warrant”), made by Monogram Orthopaedics Inc., a Delaware corporation (“Monogram”), in favor of Pro-Dex, Inc., a C |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Monogram Orthopaedics Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41707 81-2349540 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 6, 2023 |
Exhibit 10.1 Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SUPPLY AGREEMENT This Supply Agreement (this “Agreement”), dated as of October 3, 2023 (the “Effective Date”), is entered into by and between |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of |
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| September 21, 2023 |
Monogram Orthopaedics Inc. 6,500,000 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273473 PROSPECTUS Monogram Orthopaedics Inc. 6,500,000 Shares of Common Stock This prospectus relates to the offer and sale of up to 6,500,000 shares of our common stock, par value $0.001 per share, or “Common Stock”, by B. Riley Principal Capital II, LLC, whom we refer to in this prospectus as “B. Riley Principal Capital II” |
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| September 6, 2023 |
Monogram Orthopaedics Inc. 3913 Todd Lane Austin, TX 78744 Monogram Orthopaedics Inc. 3913 Todd Lane Austin, TX 78744 September 6, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Monogram Orthopaedics Inc. Registration Statement on Form S-1/A (File No. 333-273473) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Monogram |
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| August 29, 2023 |
Monogram Orthopaedics Inc. 3913 Todd Lane Austin, TX 78744 Monogram Orthopaedics Inc. 3913 Todd Lane Austin, TX 78744 August 29, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Monogram Orthopaedics Inc. Registration Statement on Form S-1/A (File No. 333-273473) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Monogram Or |
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| August 28, 2023 |
As filed with the Securities and Exchange Commission on August 28, 2023 Table of Contents As filed with the Securities and Exchange Commission on August 28, 2023 Registration No. |
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| August 9, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41707 Mon |
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| July 27, 2023 |
Exhibit 10.3 Note: This is an amendment to the April 29, 2018 agreement later updated on October 17, 2018 herein attached as Exhibit A. Mr. Benjamin Sexson 22655 Napoli Laguna Hills, CA 92653 Dear Ben: Per our email exchange dated April 29, 2019, subject: shares, and herein attached as Exhibit B, it is mutually agreed that Section 4 “Equity Grant” of my employment contract dated April 29, 2018 and |
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| July 27, 2023 |
Exhibit 10.11 Development and Supply Agreement This Development and Supply Agreement (this “Agreement”) entered into by and between Pro-Dex, Inc., a Colorado corporation (“Pro-Dex”), and Monogram Orthopaedics Inc., a Delaware corporation (“Monogram,” and together with Pro-Dex, the “Parties”), shall be effective if and when, and only if and when, the Effectiveness Conditions (as defined in Section |
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| July 27, 2023 |
Exhibit 10.13 Monogram Orthopaedics Inc. 3913 Todd Lane, Suite 307 Austin, TX 78744 1/4/2023 Dear Noel Knape, Monogram Orthopaedics Inc. (the "Company") is pleased to offer you employment as Chief Financial Officer (CFO) of the Company, commencing Monday, January 23rd, 2023 (the "Commencement Date"). This letter sets forth certain terms of your employment. 1. Duties. In this capacity, you will per |
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| July 27, 2023 |
Exhibit 10.15 COMMON STOCK PURCHASE AGREEMENT Dated as of July 19, 2023 by and between MONOGRAM ORTHOPAEDICS INC. and B. RILEY PRINCIPAL CAPITAL II, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1. Purchase and Sale of Stock 2 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filings 2 |
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| July 27, 2023 |
Exhibit 10.12 MONOGRAM ORTHOPAEDICS INC. AMENDED AND RESTATED 2019 STOCK OPTION AND GRANT PLAN SECTION 1.GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Monogram Orthopaedics Inc. Amended and Restated 2019 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Monogra |
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| July 27, 2023 |
Exhibit 10.5 BLU-0122 EXCLUSIVE LICENSE AGREEMENT between Monogram Orthopedics and Icahn School of Medicine at Mount Sinai EXECUTION COPY The submission of this draft for review or negotiation, or the negotiation of the transaction described herein, does not constitute an offer and the execution of this agreement by the Icahn School of Medicine at Mount Sinai does not constitute a binding contract |
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| July 27, 2023 |
Exhibit 4.1 THIS WARRANT HAS BEEN, AND THE SHARES OF STOCK WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED BY THE HOLDER HEREOF SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). WITHOUT LIMITATION TO THE OTHER RESTRICTIONS ON TRANSFER |
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| July 27, 2023 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 27, 2023 |
Exhibit 10.16 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2023, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Monogram Orthopaedics Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that |
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| July 27, 2023 |
Exhibit 10.10 STOCK ISSUANCE AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ACCORDINGLY, THE SECURITIES CANNOT BE SOLD OR OTHERWI |
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| July 27, 2023 |
Exhibit 10.8 Amendment No. 3 to EXCLUSIVE LICENSE AGREEMENT between Icahn School of Medicine at Mount Sinai And Monogram Orthopedics Inc. This Amendment No.3 (the “Amendment”), effective as of September 17, 2020, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal place of business at One Gustave L. Levy Place, |
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| July 27, 2023 |
Exhibit 3.2 BYLAWS OF MONOGRAM ARTHROPLASTY INC. (a Delaware corporation hereinafter called the “Corporation”) ARTICLE I. Offices Section 1.1.Office. The principal office of the Corporation shall be located at such address within or without the State of Delaware as the board of directors of the Corporation (the “Board”) shall fix. ARTICLE II. Meetings of the Stockholders Section 2.1.Annual Meeting |
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| July 27, 2023 |
Exhibit 4.2 THIS WARRANT HAS BEEN, AND THE SHARES OF STOCK WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED BY THE HOLDER HEREOF SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. WITHOUT LIMITATION TO THE OTHER RESTRICTIONS ON TRANSFER OF THIS WARRANT SET FORTH HEREIN, NEITHER THIS WARRANT NOR SUCH SHARES HAVE |
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| July 27, 2023 |
Exhibit 3.1 MONOGRAM ORTHOPAEDICS INC. FIFTH RESTATED CERTIFICATE OF INCORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Monogram Orthopaedics Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows. 1. |
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| July 27, 2023 |
Exhibit 10.1 MONOGRAM ORTHOPAEDICS INC. SCIENTIFIC ADVISOR CONSULTING AGREEMENT This Scientific Advisor Consulting Agreement (“Agreement”) is entered into as of 4/5/2021 by and between Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), and Douglas Unis, MD (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the C |
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| July 27, 2023 |
Exhibit 10.14 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between Monogram Orthopaedics, Inc., a Delaware corporation (the “Company”) and Paul Riss (the “Indemnitee”). WHEREAS, Indemnitee is a director of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against |
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| July 27, 2023 |
Exhibit 10.6 OPTION AGREEMENT This option agreement (“Agreement”) is made by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation with a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”), and Monogram Orthopedics Inc., a Delaware corporation, with a principal place of business at New Lab, Studio 105, 19 Morr |
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| July 27, 2023 |
Exhibit 10.9 Amendment No. 4 to EXCLUSIVE LICENSE AGREEMENT between Icahn School of Medicine at Mount Sinai And Monogram Orthopedics Inc. This Amendment No.4 (the “Amendment”), effective as of May 17, 2023, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal place of business at One Gustave L. Levy Place, New Y |
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| July 27, 2023 |
As filed with the Securities and Exchange Commission on July 26, 2023 Table of Contents As filed with the Securities and Exchange Commission on July 26, 2023 Registration No. |
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| July 27, 2023 |
Exhibit 10.2 Note: This is an amendment to the April 29, 2018 agreement to reflect the term extension. October 17, 2018 Mr. Benjamin Sexson 22655 Napoli Laguna Hills, CA 92653 Dear Ben: Monogram Orthopaedics Inc. (the “Company”) is pleased to offer you employment as the Chief Executive Officer of the Company (the “CEO”), commencing on April 29, 2018, or such other date as we agree (the “Commenceme |
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| July 27, 2023 |
Exhibit 10.7 Amendment No. 2 to the EXCLUSIVE LICENSE AGREEMENT between Icahn School of Medicine at Mount Sinai and COMPANY This Amendment No.2 (the “Amendment”), effective as of June 28th, 2019, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal place of business at One Gustave L. Levy Place, New York, NY 100 |
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| July 27, 2023 |
Exhibit 10.4 Mr. Benjamin Sexson 22655 Napoli Laguna Hills, CA 92653 Dear Ben, Per the board email exchange with Rick Van Kirk and Doug Unis on May 30th, 2020 regarding your employment contract dated April 29, 2018 and later amended on October 17, 2018 and April 30th 2019, the board has agreed that the date by which a financing occur for both consideration of the Base Salary and Performance Bonuse |
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| July 27, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Monogram Orthopaedics Inc. |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 Monogram Orthopaedics Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41707 81-2349540 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| July 20, 2023 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2023, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Monogram Orthopaedics Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that c |
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| July 20, 2023 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of July 19, 2023 by and between MONOGRAM ORTHOPAEDICS INC. and B. RILEY PRINCIPAL CAPITAL II, LLC Table of Contents Page Article I DEFINITIONS 2 Article II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1. Purchase and Sale of Stock 2 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filings 2 A |
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| July 18, 2023 |
Exhibit 99.1 Monogram Orthopaedics Secures First Conditional Purchase Order to Initiate Pilot Program with Global Distributor Moves from R&D to Commercialization AUSTIN, TX / ACCESSWIRE / July 18, 2023 / Monogram Orthopaedics Inc., (NASDAQ:MGRM) ("Monogram" or the "Company"), a medical technology company focused on reconstructive joint procedures and orthopedic implants, today announced the Compan |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2023 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 001-41707 81-3777260 (State or other jurisdiction of incorporation) (Commissio |
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| June 6, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41707 Mo |
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| June 6, 2023 |
Exhibit 10.16 Amendment No. 4 to EXCLUSIVE LICENSE AGREEMENT between Icahn School of Medicine at Mount Sinai And Monogram Orthopedics Inc. This Amendment No.4 (the “Amendment”), effective as of May 17, 2023, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal place of business at One Gustave L. Levy Place, New |
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| May 17, 2023 |
Filed Pursuant to Rule 253(g)(2) File No. 024-12084 OFFERING CIRCULAR DATED MAY 17, 2023 MONOGRAM ORTHOPAEDICS INC. 3913 Todd Lane, Austin, TX 78744 (512) 399-2656 www.monogramorthopaedics.com 2,374,641 SHARES OF COMMON STOCK PRICE: $7.25 PER SHARE The minimum investment in this offering is 150 shares of Common Stock, or $1,087.50 Price to Public Underwriting discount and commissions (1) Gross Pro |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Monogram Orthopaedics Inc. (Exact name of registrant as specified in its charter) Delaware 81-2349540 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3913 Todd Lane, S |
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| May 15, 2023 |
May 15, 2023 Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission Washington DC 20549 Re: Monogram Orthopaedics, Inc. |
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| May 11, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Post-Qualification Amendment on Form 1-A of our audit report dated March 31, 2023, with respect to the balance sheets of Monogram Orthopaedics, Inc. |
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| May 11, 2023 |
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2022 MONOGRAM ORTHOPAEDICS, INC. (Exact name of registrant as specified in its charter) Commission File No. 024-11305 Delaware 81-2349540 (State or other jurisdiction of incorporation or organizati |
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| March 2, 2023 |
Filed pursuant to Rule 253(g)(2) File No.: 024-12084 OFFERING CIRCULAR DATED MARCH 2, 2023 MONOGRAM ORTHOPAEDICS INC. 3913 Todd Lane, Austin, TX 78744 (512) 399-2656 www.monogramorthopaedics.com UP TO 4,137,931 SHARES OF COMMON STOCK PRICE: $7.25 PER SHARE The minimum investment in this offering is 150 shares of Common Stock, or $1,087.50 Price to Public Underwriting discount and commissions (1) P |
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| February 27, 2023 |
February 27, 2022 Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission Washington DC 20549 Re: Monogram Orthopaedics Inc. |
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| February 23, 2023 |
Exhibit 1.1 Member FINRA/SIPC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Phone (866) 209-1955 SELLING AGENCY AGREEMENT (ENGAGEMENT) June 7, 2022 Monogram Orthopaedics, Inc. 3913 Todd Lane Austin, TX 78744 Ladies and Gentlemen: Re: Engagement as Selling Agent The purpose of this engagement letter is to outline our agreement in principle pursuant to which Digital Offering, LLC (“DO /” or |
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| February 23, 2023 |
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| February 23, 2023 |
Consent of Independent Registered Public Accounting Firm Exhibit 11 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Offering Statement on Form 1-A of our audit report dated November 15, 2022, and December 23, 2022, with respect to the balance sheets of Monogram Orthopaedics, Inc. |
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| February 23, 2023 |
Exhibit 6.15 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement"), dated as of [DATE], is by and between Monogram Orthopaedics, Inc., a Delaware corporation (the "Company") and Paul Riss (the "Indemnitee"). WHEREAS, Indemnitee is a director of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against d |
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| February 23, 2023 |
EX1A-1 UNDR AGMT 4 tm237645d1ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 Monogram Orthopaedics Inc. Maximum: 4,137,931 Shares of Common Stock $0.001 par value per share SELLING AGENCY AGREEMENT February 22, 2023 Digital Offering, LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Dear Ladies and Gentlemen: Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), proposes, subject to the te |
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| February 23, 2023 |
Exhibit 6.14 Monogram Orthopaedics Inc. 3913 Todd Lane, Suite 307 Austin, TX 78744 1/4/2023 Dear Noel Knape, Monogram Orthopaedics Inc. (the "Company") is pleased to offer you employment as Chief Financial Officer (CFO) of the Company, commencing Monday, January 23rd, 2023 (the "Commencement Date"). This letter sets forth certain terms of your employment. 1. Duties. In this capacity, you will perf |
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| January 20, 2023 |
Exhibit 1.2 Monogram Orthopaedics Inc. Maximum: 4,137,931 Shares of Common Stock $0.001 par value per share SELLING AGENCY AGREEMENT January [*], 2023 Digital Offering, LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Dear Ladies and Gentlemen: Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency |
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| January 20, 2023 |
Consent of Independent Registered Public Accounting Firm Exhibit 11 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Offering Statement on Form 1-A of our audit report dated November 15, 2022, and December 23, 2022, with respect to the balance sheets of Monogram Orthopaedics, Inc. |
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| January 20, 2023 |
SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopaedics, Inc. EX1A-4 SUBS AGMT 6 tm233952d1ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopaedics, Inc. This Subscription Agreement relates to my/our agreement to purchase shares of common stock, $0.001 par value per share (the "Shares"), to be issued by Monogram Orthopaedics, Inc., a Delaware corporation (the "Company"), for a purchase price of $7.25 per Share, for a tot |
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| January 20, 2023 |
Exhibit 8.2 ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”) dated as of the Effective Date (as defined below) by and among Monogram Orthopaedics Inc., (the “Issuer”), having an address found in Section 3.3; OpenDeal Broker LLC, a New York limited liability company (“Intermediary”), and BankProv (the “Escrow Agent”), with its principal corporate office at 5 Market Street, Amesbury, MA 019 |
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| January 20, 2023 |
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| January 20, 2023 |
SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopaedics, Inc. EX1A-4 SUBS AGMT 5 tm233952d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopaedics, Inc. This Subscription Agreement relates to my/our agreement to purchase shares of common stock, $0.001 par value per share (the "Shares"), to be issued by Monogram Orthopaedics, Inc., a Delaware corporation (the "Company"), for a purchase price of $7.25 per Share, for a tot |
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| January 20, 2023 |
REGULATION A+ ESCROW AGREEMENT EX1A-8 ESCW AGMT 8 tm233952d1ex8-4.htm EXHIBIT 8.4 Exhibit 8.4 REGULATION A+ ESCROW AGREEMENT This Escrow Agreement (this "Agreement") is entered into effective [DATE] by and among Monogram Orthopedics Inc, a Delaware corporation (the “Company”), Wefunder Inc., a Delaware corporation (“Wefunder”), and Silicon Valley Bank, (referred to herein as both the "Bank" and "Escrow Agent"). RECITALS WHEREAS |
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| January 20, 2023 |
Exhibit 3.3 FORM OF LOCK-UP AGREEMENT Digital Offering, LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Re: Monogram Orthopaedics Inc. – Lock-Up Agreement Ladies and Gentlemen: The undersigned, a holder of Common Stock, par value $0.001 per share (“Common Stock”), or rights to acquire such Common Stock, of Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), understands th |
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| December 27, 2022 |
Consent of Independent Registered Public Accounting Firm Exhibit 11 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Offering Statement on Form 1-A of our audit report dated November 15, 2022, and December 23, 2022, with respect to the balance sheets of Monogram Orthopaedics, Inc. |
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| December 27, 2022 |
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| December 27, 2022 |
Exhibit 8.3 TRI-PARTY ESCROW AGREEMENT This ESCROW AGREEMENT (?Agreement?) is made and entered into as of December 23, 2022, by and among Monogram Orthopaedics, Inc, a Delaware Corporation (the ?Company?), DealMaker Securities LLC, a Florida limited liability company (the ?Managing Broker-Dealer?), and Digital Offering, LLC, a Delaware limited liability company (the ?Senior Managing Broker-Dealer? |
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| December 27, 2022 |
Exhibit 12 CrowdCheck Law LLP 700 12th Street NW, Suite 700 Washington, DC 20005 December 23, 2022 Board of Directors Monogram Orthopaedics, Inc. |
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| December 27, 2022 |
Exhibit 6.14 Wefunder Listing Agreement THIS LISTING AGREEMENT is made on 12/23/2022 by and between Monogram Orthopaedics Inc. (the "Company"), and Wefunder Inc., a Delaware corporation ("Wefunder," "we" or "us"). The parties hereby agree as follows: 1. Agreement to Engage in Fundraising. The Company agrees to sell securities attached as Exhibit A ("Securities") to eligible investors through the f |
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| November 29, 2022 |
Exhibit 1.1 Member FINRA/SIPC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Phone (866) 209-1955 SELLING AGENCY AGREEMENT May 19, 2022 Monogram Orthopaedics, Inc. 3913 Todd Lane Austin, TX 78744 Ladies and Gentlemen: Re: Engagement as Selling Agent The purpose of this engagement letter is to outline our agreement in principle pursuant to which Digital Offering, LLC (?DO /? or ?Selling Agen |
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| November 29, 2022 |
EX1A-2A CHARTER 4 tm2231508d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Monogram Orthopaedics Inc. FOURTH RESTATED CERTIFICATE OF INCORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Monogram Orthopaedics Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General C |
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| November 29, 2022 |
Consent of Independent Registered Public Accounting Firm Exhibit 11 Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Offering Statement on Form 1-A of our audit report dated November 15, 2022, with respect to the balance sheets of Monogram Orthopaedics, Inc. |
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| November 29, 2022 |
EX1A-8 ESCW AGMT 9 tm2231508d1ex8-1.htm EXHIBIT 8.1 Exhibit 8.1 ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”) dated as of this 28th day of November 2022 by and among Monogram Orthopaedics, Inc., a Delaware corporation (the “Company”), having an address at 3913 Todd Lane Suite 307 Austin, TX 78744; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Be |
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| November 29, 2022 |
Exhibit 2.2 Monogram Orthopaedics Inc. FIFTH RESTATED CERTIFICATE OF INCORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Monogram Orthopaedics Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows. 1. |
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| November 29, 2022 |
SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopedics, Inc. EX1A-4 SUBS AGMT 7 tm2231508d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopedics, Inc. This Subscription Agreement relates to my/our agreement to purchase shares of common stock, $0.001 par value per share (the "Shares"), to be issued by Monogram Orthopedics, Inc., a Delaware corporation (the "Company"), for a purchase price of $7.25 per Share, for a tota |
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| November 29, 2022 |
EX1A-3 HLDRS RTS 6 tm2231508d1ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 Lock-Up Agreement [*], 2022 Digital Offering LLC 1461 Glenneyre Street Suite D Laguna Beach, CA 92651 Ladies and Gentlemen: The undersigned understands that Digital Offering, LLC, or Digital Offering, proposes to enter into an selling agency agreement (the “Agreement”) with Monogram Orthopaedics, LLC, a Delaware limited liability comp |
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| November 29, 2022 |
SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopedics, Inc. EX1A-4 SUBS AGMT 8 tm2231508d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopedics, Inc. This Subscription Agreement relates to my/our agreement to purchase shares of common stock, $0.001 par value per share (the "Shares"), to be issued by Monogram Orthopedics, Inc., a Delaware corporation (the "Company"), for a purchase price of $7.25 per Share, for a tota |
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| November 29, 2022 |
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA [X] SEMI-ANNUAL REPORT PURSUANT TO REGULATION A or [] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semi-annual period ended: June 30, 2022 Monogram Orthopaedics, Inc. (Exact name of registrant as specified in its charter) Delaware 81-2349540 (State or other jurisdiction of incorporation or organiz |
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| April 29, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Annual Financial Report on Form 1-K of our audit report dated April 28, 2022, with respect to the balance sheet of Monogram Orthopaedics, Inc. |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2021 MONOGRAM ORTHOPAEDICS, INC. (Exact name of registrant as specified in its charter) Commission File No. 024-11305 Delaware 81-2349540 (State or other jurisdiction of incorporation or organizati |
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| January 19, 2022 |
Filed pursuant to Rule 253(g)(2) File No. 024-11305 SUPPLEMENT NUMBER 2 DATED JANUARY 19, 2022 TO THE OFFERING CIRCULAR DATED JUNE 1, 2021 OF MONOGRAM ORTHOPAEDICS, INC. This document supplements, and should be read in conjunction with, the Offering Circular (the ?Offering Circular?) dated June 1, 2021 of Monogram Orthopaedics, Inc. (the ?Company?). Unless otherwise defined in this supplement, cap |
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| December 27, 2021 |
Filed pursuant to Rule 253(g)(2) File No. 024-11305 SUPPLEMENT DATED DECEMBER 27, 2021 TO THE OFFERING CIRCULAR DATED JUNE 1, 2021 OF MONOGRAM ORTHOPAEDICS, INC. This document supplements, and should be read in conjunction with, the Offering Circular (the ?Offering Circular?) dated June 1, 2021 of Monogram Orthopaedics, Inc. (the ?Company?). Unless otherwise defined in this supplement, capitalized |
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| September 27, 2021 |
1-SA 1 tm2128484d11sa.htm FORM 1-SA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA [X] SEMIANNUAL REPORT PURSUANT TO REGULATION A or [] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2021 Monogram Orthopaedics, Inc. (Exact name of registrant as specified in its charter) Delaware 81-2349540 (State or other jurisd |
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| June 1, 2021 |
Filed pursuant to Rule 253(g)(2) File No. 024-11305 EXPLANATORY NOTE Explanatory Note: Monogram Orthopaedics, Inc. is filing this supplement to reflect an increase in the per share price for the securities in this offering from $6.27 per share to $7.52 per share. OFFERING CIRCULAR SUPPLEMENT DATED JUNE 1, 2021 MONOGRAM ORTHOPAEDICS, INC. 3913 Todd Lane, Austin, TX 78744 (512) 399-2656 www.monogram |
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| April 30, 2021 |
Consulting agreement dated April 5, 2021 between Monogram Orthopaedics, Inc. and Doug Unis EX1K-6 MAT CTRCT 3 tm2114264d1ex6-1.htm EXHIBIT 6.1 Exhibit 6.1 MONOGRAM ORTHOPAEDICS INC. SCIENTIFIC ADVISOR CONSULTING AGREEMENT This Scientific Advisor Consulting Agreement (“Agreement”) is entered into as of 4/5/2021 by and between Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), and Douglas Unis, MD (“Consultant”). The Company desires to retain Consultant as an independent |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2020 MONOGRAM ORTHOPAEDICS, INC. (Exact name of registrant as specified in its charter) Commission File No. 024-11305 Delaware 81-2349540 (State or other jurisdiction of incorporation or organizati |
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| January 12, 2021 |
Celeste M. Murphy Office Chief Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission Washington DC 20549 January 12, 2021 Re: Monogram Orthopaedics, Inc. Amended Offering Statement on Form 1-A File No. 024-11305 Dear Ms. Murphy: On behalf of Monogram Orthopaedics, Inc., I hereby request qualification of the above-referenced offering statement at 12:00pm, Easter |
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| January 7, 2021 |
PART III INDEX TO EXHIBITS The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated below. |
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| January 7, 2021 |
Exhibit 13.15 Overview 1 Updates Comments Updates Monogram Passes $1.5M in Reservations! Limited Time Bonus! 20days ago Big news! We just passed the S1,50o.ooo mark! If you are interested. reserve your shares now before this Test The Waters period closes! our investment minimum is only $250.79. AND ... Right now, you can become eligible for bonus shares just for indicating interest in an investmen |
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| January 7, 2021 |
January 7, 2021 Celeste M. Murphy Branch Chief Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission Washington DC 20549 Re: Monogram Orthopaedics, Inc. Amendment 4 to Offering Statement on Form 1-A Submitted December 23, 2020 File No. 024-11305 Dear Ms. Murphy: We acknowledge receipt of the comments in the letter dated January 4, 2021 from the staff of the Div |
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| December 23, 2020 |
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| December 23, 2020 |
Exhibit 11 802 N Washington St Spokane, WA 99201 CONSENT OF INDEPENDENT AUDITOR’S We consent to the inclusion in this Offering Statement on Form 1-A of our audit report dated May 1, 2020, with respect to the balance sheets of Monogram Orthopaedics, Inc. |
