MGRM Monogram Technologies Inc

 

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 File Number)		(I.R.S. Employer Identification Number)

 

3919 Todd Lane, Austin, TX 78744

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (512) 399-2656

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MGRM		The Nasdaq Stock Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

Effective May 15, 2024, Monogram Orthopaedics Inc., a Delaware corporation (the “Company”) will change its corporate name from Monogram Orthopaedics Inc., to Monogram Technologies Inc. (the “Name Change”). The Name Change will be effected through a parent/subsidiary short form merger pursuant to an Agreement and Plan of Merger dated May 14, 2024 but effective May 15, 2024 (the “Merger Agreement”). In accordance with the Merger Agreement, the Company’s wholly owned subsidiary, Monogram Technologies Inc., a Delaware corporation (“Merger Sub”) merged with and into the Company (the “Merger”) pursuant to Section 253 of the General Corporate Law of the State of Delaware (the “DGCL”). The Company is the surviving corporation and pursuant to the Certificate of Merger (as defined below), will change its name to Monogram Technologies as of the effective date and time.

 

To effectuate the Merger, the Company filed a Certificate of Ownership and Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware on May 14, 2024, which is effective as of May 15, 2024. In accordance with Section 253 of the DGCL, approval of the Company’s stockholders for the Merger was not required.

 

The Merger and resulting Name Change do not affect the rights of security holders of the Company. The Company’s common stock will continue to be quoted on the Nasdaq Stock Market, under the symbol “MGRM”. Following the Name Change, existing stock certificates, which reflect the Company’s prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.

 

The Merger will not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements will continue to be rights and obligations of the Company after the Merger. The Merger will not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth of the Company. With the except of the Name Change, there will be no changes to the Company’s bylaws.

 

The foregoing descriptions of the Merger Agreement and the Certificate of Merger are qualified in their entirety by reference to the full text of the Merger Agreement and the Certificate of Merger, copies of which are filed as Exhibits 2.1 and 3.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. A copy of the press release is filed herewith as

 

On May 15, 2024, the Company issued a press release announcing the Name Change, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference.

 

ITEM 5.03

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 5.03.

 

ITEM 8.01

OTHER EVENTS

 

As previously reported on April 18, 2023, the Company indicated that it would be applying to the NVIDIA Corporation Developer Program. The Company recently received notice that it had been granted access to the program.

 

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits:

 

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated May 14, 2024.
3.1		Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on May 14, 2024.
99.1		Press Release issued on May 15, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

 

 

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 ORTHOPAEDICS INC.
Dated: May 15, 2024	/s/ Benjamin Sexson
	Benjamin Sexson
	Chief Executive Officer

 

 

 

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 “Constituent Corporations.”

 

RECITALS:

 

WHEREAS, each of the Constituent Corporations is a corporation duly organized and existing under the laws of the State of Delaware;

 

WHEREAS, 100 shares of Common Stock, par value $0.001 per share (, the “Common Stock”) in the Subsidiary Corporation is authorized, of which 100 shares of Common Stock are issued and outstanding, and no other shares of capital stock are authorized;

 

WHEREAS, the Parent Corporation owns 100% of the outstanding shares of Common Stock;

 

WHEREAS, the Board of Directors of the Parent Corporation has determined that it is desirable and in the best interests of the Subsidiary Corporation to merge with and into the Parent Corporation (the “Merger”), pursuant to Section 253 of the General Corporate Law of the State of Delaware (the “DGCL”), on the terms and subject to the conditions set forth herein;

 

WHEREAS, upon the consummation of the Merger, the Parent Corporation will change its name to “Monogram Technologies Inc.” (the “Name Change”); and

 

WHEREAS, the Merger is intended to qualify as a reorganization pursuant to Section 368 of the Internal Revenue Code, as amended (the “Code”).

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE I

 

1.1 At the Effective Time (as defined below), Subsidiary Corporation shall be merged with and into Parent Corporation in the Merger. Upon effectiveness of the Merger, the separate existence of Subsidiary Corporation shall cease and Parent Corporation shall continue as the surviving corporation, unaffected and unimpaired by the Merger, with all the rights, privileges, immunities and powers and subject to all the duties and liabilities of a corporation organized under the DGCL.

 

1.2 The Merger shall become effective at 12:01 am Eastern Time on May 15, 2024 (the “Effective Time”), pursuant to the Certificate of Ownership and Merger in the form attached hereto as Exhibit A (the “Merger Certificate”), with the Secretary of State of the State of Delaware.

 

ARTICLE II

 

2.1 The Sixth Amended and Restated Certificate of Incorporation of the Parent Corporation (the “Certificate of Incorporation”), as amended and in effect immediately prior to the Merger shall be and remain the Certificate of Incorporation of Parent Corporation, except that the Certificate of Incorporation of the Parent Corporation shall be amended solely to effect the Name Change, and paragraph 1 of the Certificate of Incorporation of the Parent Corporation shall be deleted in its entirety and replaced by substituting in lieu of said paragraph 1 the following new paragraph 1 as follows:

 

“The name of this corporation is Monogram Technologies Inc. (the “Corporation”).”

 

 

2.2 The Bylaws of the Parent Corporation in effect immediately prior to the Effective Time shall be and remain the Bylaws of Parent Corporation until the same shall be altered, amended or repealed.

 

2.3 The directors and officers of the Parent Corporation in office at the Effective Time shall continue in office and shall constitute the directors and officers of Parent Corporation for the term elected until their respective successors shall be elected or appointed and shall have qualified.

 

ARTICLE III

 

The terms and conditions of the Merger with respect to each issued and outstanding shares of capital stock of the Constituent Corporations shall be as follows:

 

3.1 Each issued and outstanding share of capital stock of the Parent Corporation immediately prior to the Effective Time shall remain the issued and outstanding shares of the Parent Corporation.

 

3.2 Each issued and outstanding share of capital stock of the Subsidiary Corporation held by the Parent Corporation immediately prior to the Effective Time shall be cancelled and extinguished without the payment of any consideration therefor.

 

ARTICLE IV

 

Each of the Constituent Corporations shall take or cause to be taken all actions or do or cause to be done all things necessary, proper or advisable under the laws of the State of Delaware to consummate and make effective the Merger.

 

ARTICLE V

 

This Agreement shall be binding upon and inure to the benefit of all of the parties hereto and their respective successors in interest.

 

ARTICLE VI

 

Notwithstanding anything herein to the contrary, this Agreement may be terminated and abandoned by the Board of Directors of the Parent Corporation at any time prior to the date of filing the Merger Certificate with the Secretary of State of the State of Delaware.

 

ARTICLE VII

 

The Board of Directors of the Parent Corporation may amend modify and supplement this Agreement in such a manner as it may determine at any time.

 

ARTICLE VIII

 

This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Executed counterparts to this Agreement delivered by facsimile, .pdf or other similar forms of electronic transmission shall be deemed effective as original signatures hereto.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan of Merger as of the date first written above.

 

	PARENT CORPORATION:
	MONOGRAM ORTHOPAEDICS INC.
	By:	/s/ Benjamin Sexson
		Name: Benjamin Sexson
		Title: Chief Executive Officer
	SUBSIDIARY CORPORATION:
	MONOGRAM TECHNOLOGIES INC.
	By:	/s/ Noel Knape
		Name: Noel Knape
		Title: Authorized Signatory

 

 

 

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 merger (the “Merger”) of Monogram Technologies Inc,, a Delaware corporation (the “Subsidiary”), with and into the Corporation, with the Corporation remaining as the surviving corporation under the name of Monogram Technologies Inc.:

 

FIRST: The Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Subsidiary is incorporated pursuant to the DGCL.

 

SECOND: The Corporation owns all of the outstanding shares of common stock, par value $0.00001 per share, of the Subsidiary.

 

THIRD: The Board of Directors of the Corporation, by resolutions duly adopted by the Board of Directors by written consent on April 16, 2024, determined to merge the Subsidiary with and into the Corporation pursuant to Section 253 of the DGCL, which resolutions are in the following words:

 

“WHEREAS, the Corporation owns all of the issued and outstanding capital stock of Monogram Technologies Inc., a Delaware corporation (the “Subsidiary”), and has determined it to be in the best interests of the Corporation and its stockholders to merge the Subsidiary with and into the Corporation in a statutory short form merger (the “Name Change Merger”) in connection with which the name of the Corporation shall be changed to “Monogram Technologies Inc.” pursuant to the Agreement and Plan of Merger (the “Name Change Merger Agreement”) and the related Certificate of Ownership and Merger (the “Name Change Certificate of Merger”) in accordance with the provisions of Section 253 of the Delaware General Corporation Law, in which the Corporation will be the surviving corporation of such Name Change Merger.

 

NOW, THEREFORE, BE IT RESOLVED, that the Name Change Merger is hereby adopted and approved in all respects, and it is further;

 

RESOLVED, that the terms and conditions, and the execution, delivery and performance, of the Name Change Merger Agreement and the Name Change Certificate of Merger be, and the same hereby are, adopted and approved in all respects, and the Name Change Merger, the Name Change Certificate of Merger, the other transactions contemplated by the Name Change Merger Agreement, and all other actions or matters necessary or appropriate to give effect to the foregoing be, and the same hereby are, adopted and approved in all respects; and that the Corporation’s Executive Chairman and Chief Executive Officer (the “Authorized Officers”) be, and each of them acting singly hereby is, authorized, empowered and directed, for and on behalf of the Corporation and in its name, to execute, acknowledge and deliver the Name Change Merger Agreement and the Name Change Certificate of Merger, such execution and delivery to be conclusive evidence that such Name Change Merger Agreement and the Name Change Certificate of Merger so executed and delivered, and the transactions contemplated thereby, are authorized by this resolution, and it is further

 

 

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized to execute and deliver any and all other documents as may be required to carry out the resolutions herein, including, but not limited to, certificates, affidavits, application, notices, and any document (including exhibits or schedules) pursuant thereto or to be delivered therewith (collectively, with the Name Change Merger Agreement and the Name Change Certificate of Merger, the “Name Change Merger Related Documents”), such approvals to be conclusively evidenced by the execution, delivery or indication thereof, and it is further;

 

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized to take or cause to be taken any and all other action, including, without limitation, the execution, acknowledgement, filing, amendment and delivery of any and all papers, agreements, documents, instruments and certificates, as such officer may deem necessary or advisable to carry out and perform the obligations of the Corporation in connection with the transactions contemplated by the Name Change Merger and the Name Change Merger Related Documents including, but not limited to, any actions required in coordination with any governmental entity, and to otherwise carry out the purposes and intent of the foregoing resolutions; the performance of any such acts and the execution, acknowledgement, filing and delivery by such officer of any such papers, agreements, documents, instruments and certificates shall conclusively evidence their authority therefor, and it is further;

 

RESOLVED, that that all actions, executions, and delivery of documents instruments and agreements taken by any officer of the Corporation prior to this date relating to the purpose and intent of the foregoing resolution be, and they hereby are, in all respects approved, ratified, confirmed and adopted as the official acts and deeds of the Corporation, and it is further;

 

RESOLVED, that this unanimous written consent may be executed in one or more counterparts may be delivered to the Corporation by facsimile or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, and it is further;

 

RESOLVED, that the Secretary or any Assistant Secretary or any other officer of this Corporation, be, and hereby is, authorized to certify as to the adoption of any or all of the foregoing resolutions.”

 

Such resolutions have not been modified or rescinded and are in full force and effect on the date hereof.

 

FOURTH: The Corporation shall be the surviving corporation.

 

FIFTH: The Sixth Amended and Restated Certificate of Incorporation of the Corporation as in effect immediately prior to the effective time of the Merger shall be the Certificate of Incorporation of the surviving corporation, except that the text of paragraph 1 thereof shall be deleted in its entirety and replaced by substituting in lieu of said paragraph 1 the following new paragraph 1 as follows:

 

“1. The name of this corporation is Monogram Technologies Inc. (the “Corporation”).”

 

SIXTH: The Merger shall become effective at 12:01 am Eastern Time on May 15, 2024.

 

[Signature page follows.]

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 14th day of May, 2024.

 

	MONOGRAM ORTHOPAEDICS INC.
	By:	/s/ Benjamin Sexson
	Name:	Benjamin Sexson
	Title:	Chief Executive Officer

 

 

 

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, today announced its plan to merge its wholly owned subsidiary, Monogram Technologies Inc. (“MT”) with and into Monogram Orthopaedics Inc. In connection with this upstream merger, the current MT will cease to exist, and Monogram's business will continue as it is currently being conducted. Further, on May 15, 2024, the effective date of the merger, the Company will change its name to Monogram Technologies Inc., and its ticker will remain “MGRM.”

 

“Our new name, Monogram Technologies, reflects our continued evolution since 2016 to become the AI-driven robotics company we are today and the broadening applications for our technology long term,” said Benjamin Sexson, Chief Executive Officer of Monogram. “As we progress on our accelerated path toward a 510(k) submission this year for our Monogram mBôs™ TKA System robotic surgical system and continue development of mVision navigation, we anticipate there will be other clinical and commercial applications that could leverage our disruptive technology. As Monogram Technologies, we are dedicated to improving human health through innovation. We have built a robust IP moat around our active robotics that differentiates Monogram within the orthopedic market and positions us for growth, and we remain focused on generating long-term value for our shareholders.”

 

For more information on Monogram and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company’s public filings and press releases available under the Investor Relations section at www.monogramorthopedics.com or available at www.sec.gov.

 

About Monogram Technologies Inc.

 

Monogram Technologies (NASDAQ: MGRM) is an AI-driven robotics company focused on improving human health, with an initial focus on orthopedic surgery. The Company is developing a product solution architecture to enable patient-optimized orthopedic implants at scale by combining 3D printing, advanced machine vision, AI and next-generation robotics.

 

Monogram's mBôs precision robotic surgical system is designed to autonomously execute optimized paths for high-precision insertion of its FDA-cleared mPress press-fit implants. The goal is well balanced better-fitting bone sparing knee replacements. The Company initially intends to produce and market robotic surgical equipment and related software, orthopedic implants, tissue ablation tools, navigation consumables, and other miscellaneous instrumentation necessary for reconstructive joint replacement procedures. Other clinical and commercial applications for the mBôs with mVision navigation are also being explored.

 

Monogram has obtained FDA clearance for mPress implants. Monogram currently plans to apply for 510(k) clearance for its robotic products in the second half of 2024. The Company is required to obtain FDA clearance before it can market its products. Monogram cannot estimate the timing or assure the ability to obtain such clearances.

 

The Company believes that its mBôs precision robotic surgical assistants, which combine AI and novel navigation methods (mVision), will enable more personalized knee implants for patients, resulting in well balanced better-fitting knee replacements with bone sparing implants. Monogram anticipates that there may be other clinical and commercial applications for its navigated mBôs precision robot and mVision navigation.

 

 

To learn more, visit www.monogramorthopedics.com.

 

Forward-Looking Statements

 

This press release may include "forward-looking statements.'' To the extent that the information presented in this presentation discusses financial projections, information, or expectations about the Company’s business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as ''should,'' ''may,'' ''intends,'' ''anticipates,'' ''believes,'' ''estimates,'' ''projects,'' ''forecasts,'' ''expects,'' ''plans,'' and ''proposes.'' Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" and elsewhere in the offering statement filed with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements except as may be required by law.

 

Investor Relations

 

Chris Tyson
Executive Vice President
MZ North America
Direct: 949-491-8235

MGRM@mzgroup.us

 

 

v3.24.1.1.u2

Cover	May 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 15, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41707
Entity Registrant Name	Monogram Orthopaedics Inc.
Entity Central Index Key	0001769759
Entity Tax Identification Number	81-3777260
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3919 Todd Lane
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78744
City Area Code	512
Local Phone Number	399-2656
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MGRM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---