UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
As previously disclosed in the Current Report on Form 8-K filed by Zimmer Biomet Holdings, Inc. (the “Company”) on July 14, 2025 with the Securities and Exchange Commission, on July 11, 2025, the Company, entered into an Agreement and Plan of Merger with Monogram Technologies Inc., a Delaware corporation (“Monogram”), and Honey Badger Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025 (the “Merger Agreement”).
On October 7, 2025 (the “Closing Date”), Merger Sub merged with and into Monogram (the “Merger”), with Monogram continuing as the surviving corporation and a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of Monogram stock (other than shares owned by the Company, Merger Sub or any of their respective subsidiaries (which shares were canceled) and shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law), were automatically converted into the right to receive (i) in the case of Monogram’s common stock, par value $0.001 per share, an amount equal to (A) $4.04 in cash, without interest, and (B) one contractual contingent value right pursuant to the Contingent Value Rights Agreement, among the Company and Computershare Trust Company, N.A., as rights agent, (ii) in the case of Monogram’s Series D preferred stock, par value $0.001 per share, $2.25 in cash, without interest, plus an amount equal to any accrued but unpaid dividends, and (iii) in the case of Monogram’s Series E preferred stock, par value $0.001 per share, $100.00 in cash, without interest.
A copy of the press release issued by the Company on October 7, 2025 announcing the closing of the Merger is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated October 7, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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 thereunto duly authorized.
| Zimmer Biomet Holdings, Inc. | ||||||
| Date: October 7, 2025 | By: | /s/ Chad F. Phipps | ||||
| Chad F. Phipps | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||