M&A - Monogram Technologies Inc.

Form Type: SCHEDULE 13D

Filing Date: 2025-07-15

Corporate Action: Merger

Type: New

Accession Number: 000095017025095910

Filing Summary: On July 11, 2025, Monogram Technologies Inc. entered into a definitive Agreement and Plan of Merger with Zimmer Biomet Holdings, Inc. and its wholly-owned subsidiary, Honey Badger Merger Sub, Inc. This merger aims for Parent to acquire control of Monogram Technologies, leading to the cancellation of existing common and preferred stock and the conversion into cash payments and contingent value rights. The cash offers are $4.04 for each share of common stock and $2.25 for Series D Preferred Stock, while Series E Preferred Stock will be converted into $100.00 per share in cash. The company’s directors have approved the merger, and it is subject to usual closing conditions, including stockholder approval. The Reporting Persons, Zimmer Biomet and Honey Badger, also entered into Voting Agreements with key shareholders to commit their votes in favor of the merger, further ensuring the acquisition's progress.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925067582

Filing Summary: On July 11, 2025, Monogram Technologies Inc. entered into a Merger Agreement with Zimmer Biomet Holdings, Inc. and Honey Badger Merger Sub, Inc. Under the terms of the Merger, Monogram will merge with Merger Sub, continuing as the surviving entity and a wholly-owned subsidiary of Parent. Shareholders of Monogram will receive cash and contingent value rights (CVR) based on the share type they hold, with common stockholders receiving $4.04 plus one CVR which could yield additional cash upon achieving specified milestones. The Merger is contingent on shareholder approval, regulatory clearance, and other customary closing conditions, including no material adverse effects. The Merger Agreement includes customary representations, warrants, and obligations for both parties, along with a termination fee of $11 million payable by Monogram under certain conditions. Following the Merger, Monogram’s securities will be delisted and deregistered. Additionally, a joint press release was issued on July 14, 2025, announcing the transactions.

Form Type: DEFA14A

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925067583

Filing Summary: On July 11, 2025, Monogram Technologies Inc. entered into an Agreement and Plan of Merger with Zimmer Biomet Holdings, Inc. and Honey Badger Merger Sub, Inc. The merger agreement states that upon the effective time of the merger, all outstanding shares of Monogram common and preferred stock will be converted into cash amounts and contingent value rights, with cash amounts being $4.04 for common stock, $2.25 for Series D Preferred Stock, and $100 for Series E Preferred Stock. The merger is subject to stockholder approval, regulatory clearance, and other customary conditions and includes provisions for a termination fee of $11 million under certain circumstances. A Contingent Value Rights Agreement will also be executed, defining additional potential cash payments based on milestone achievements related to revenue. Furthermore, a joint press release was issued on July 14, 2025, announcing these agreements and transactions.