Form 4: Monogram CTO's Shares Converted Post-Merger

Monogram Technologies Chief Technology Officer Kamran Shamaei's shares and options were converted into cash and contingent value rights following the merger with Zimmer Biomet.

Summary

• Kamran Shamaei, Chief Technology Officer of Monogram Technologies Inc. (MGRM), reported changes in beneficial ownership following the company's merger.
• Monogram Technologies Inc. merged with Honey Badger Merger Sub, Inc., a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc., becoming a wholly-owned subsidiary of Zimmer Biomet.
• The merger was executed under an Agreement and Plan of Merger dated July 11, 2025, as amended on August 27, 2025.
• At the Effective Time of the merger, 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 CVR represents the right to receive contingent cash payments for milestones: $1.04 for the First Milestone, $1.08 for the Second Milestone, up to $3.41 for the Third Milestone, up to $3.41 for the Fourth Milestone, and up to $3.43 for the Fifth Milestone.
• Outstanding and unexercised stock options were cancelled and converted into the right to receive a cash payment (excess of $4.04 over exercise price) and one CVR.
• Options with an exercise price equal to or greater than $4.04 but less than the sum of the Cash Amount and maximum CVR consideration ($16.41) were converted into one CVR less the Cash Amount.
• Options with an exercise price greater than $16.41 were cancelled for no consideration.
• Following the reported transaction, Kamran Shamaei's direct beneficial ownership of Monogram Technologies common stock and stock options became zero.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, providing shareholders of the acquired company with a combination of cash and contingent value rights. This represents a definitive positive outcome for the acquired entity's shareholders, even though the company ceases independent trading.

Positives

• The merger of Monogram Technologies Inc. with Zimmer Biomet Holdings, Inc. has been successfully consummated, providing liquidity to Monogram shareholders.
• Shareholders received a fixed cash payment of $4.04 per share, providing immediate value.
• The inclusion of Contingent Value Rights (CVRs) offers shareholders potential additional upside based on future milestone achievements, aligning interests with the acquiring company's success.

Negatives

• Monogram Technologies Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc.
• Shareholders no longer have direct equity participation in Monogram Technologies' future growth as an independent company.
• Stock options with an exercise price greater than $16.41 were cancelled for no consideration, potentially resulting in a loss for some option holders.

Future Outlook

Monogram Technologies Inc. is now a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc., and its independent operational and financial outlook is integrated into the parent company. Future financial outcomes for former Monogram shareholders are tied to the achievement of specific milestones that trigger CVR payments.

Industry Context

This transaction represents a consolidation within the medical technology and orthopedic device industry, where larger players like Zimmer Biomet acquire specialized companies like Monogram Technologies to expand their product portfolios or technological capabilities. Such acquisitions are common strategies for growth and market share expansion in a competitive sector.

Stakeholder Impact

• Shareholders: Received cash and CVRs for their common stock, providing liquidity and potential future payments.
• Employees (e.g., CTO Kamran Shamaei): Had their stock options converted into cash and CVRs, aligning their financial interests with the merger outcome.
• Company (Monogram Technologies Inc.): Ceased to exist as an independent public entity, becoming a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc.

Next Steps

• Monitoring the achievement of milestones for the Contingent Value Rights (CVRs) to determine future contingent cash payments to former Monogram Technologies shareholders.

Key Dates

Keywords

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