Form 4: Monogram CFO Disposes Shares Post-Merger

Monogram Technologies CFO Noel Knape disposed of all common stock and stock options following the company's merger with Zimmer Biomet's subsidiary.

Summary

• Noel Knape, Chief Financial Officer of Monogram Technologies Inc., reported the disposal of 296,385 shares of common stock and 115,000 stock options.
• The transactions occurred on October 7, 2025, in connection with the merger of Monogram Technologies Inc. with Honey Badger Merger Sub, Inc., a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc.
• Monogram Technologies Inc. is now a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc. following the merger's Effective Time.
• Each outstanding share of Monogram common stock was converted into the right to receive $4.04 in cash and one contractual contingent value right (CVR).
• Each outstanding stock option was cancelled and converted into a cash payment (if the exercise price was less than the cash amount) and/or one CVR, with options having an exercise price greater than $16.41 cancelled for no consideration.

Sentiment

Score: 7

Explanation: The filing indicates the successful completion of a merger, providing shareholders with immediate cash and potential future contingent payments, which is generally positive for the acquired company's shareholders. However, the company ceases to be an independent entity.

Positives

• The merger successfully completed, providing liquidity to Monogram Technologies Inc. shareholders.
• Shareholders received an immediate cash payment of $4.04 per share.
• Shareholders also received contingent value rights (CVRs) offering potential future cash payments based on milestone achievements.

Negatives

• Monogram Technologies Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc.
• Noel Knape, as an officer, no longer holds any beneficial ownership in Monogram Technologies Inc. common stock or derivative securities following the transaction.

Risks

• The contingent value rights (CVRs) represent a right to receive future cash payments that are dependent on the achievement of specific milestones, meaning these payments are not guaranteed.
• The value of CVRs can vary significantly, with potential payments ranging from $1.04 to $3.43 per CVR for individual milestones, and some options were cancelled for no consideration if their exercise price was too high.

Future Outlook

Future payments to former shareholders holding CVRs are contingent upon the achievement of specific milestones as defined in the CVR agreement.

Industry Context

This transaction represents a consolidation event within the medical technology sector, where larger players like Zimmer Biomet acquire specialized companies like Monogram Technologies to expand their portfolio or technological capabilities.

Stakeholder Impact

• Shareholders of Monogram Technologies Inc. received cash and CVRs for their shares, realizing value from their investment.
• Employees holding stock options had their options converted into cash and/or CVRs based on the merger terms.

Next Steps

• Monitoring the achievement of milestones for contingent value right (CVR) payments.

Key Dates

Keywords

Monogram Technologies, MGRM, Zimmer Biomet, Merger, Form 4, Insider Transaction, CFO, Stock Disposal, Contingent Value Right, CVR