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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.
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 |
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
![](https://www.sec.gov/Archives/edgar/data/1769759/000110465924061514/tm2414511d1_ex99-1img01.jpg)
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
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Monogram Technologies (NASDAQ:MGRM)
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