Monogram Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to Merger Agreement
As previously reported in the Current Report on Form 8-K dated July 14, 2025, Monogram Technologies Inc. (“Monogram” or the “Company”), a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zimmer Biomet Holdings, Inc. (“Parent”), a Delaware corporation, and Honey Badger Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Parent. Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
On August 27, 2025, in response to a verbal comment from the Securities and Exchange Commission, Parent and the Company entered into that certain First Amendment to Agreement and Plan of Merger (the “Amendment”) to amend the definition of “Permitted Transfer” in the Form of CVR Agreement attached as Exhibit B to the Merger Agreement.
The foregoing description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report on Form 8-K.
| Exhibit | Description | |
| 2.1 | First Amendment to Agreement and Plan of Merger, dated August 27, 2025, by and among Zimmer Biomet Holdings, Inc., and Monogram Technologies Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONOGRAM TECHNOLOGIES INC. | |
| Dated: August 27, 2025 | /s/ Benjamin Sexson |
| Benjamin Sexson | |
| Chief Executive Officer |