8-K: Monogram Stockholders Approve Zimmer Biomet Merger

Monogram Technologies Inc. stockholders approved the merger with Zimmer Biomet Holdings, Inc., moving closer to a second-half 2025 closing.

Summary

• A special meeting of common stockholders was held on September 30, 2025, by Monogram Technologies Inc.
• Stockholders approved the Agreement and Plan of Merger, dated July 11, 2025, as amended on August 27, 2025, with Zimmer Biomet Holdings, Inc. and Honey Badger Merger Sub, Inc.
• The Merger Proposal received 25,982,633 votes For, 862,971 votes Against, and 78,119 Abstentions.
• The approval represents approximately 63.95% of the 40,632,367 shares of common stock outstanding and entitled to vote.
• The Adjournment Proposal was not submitted to stockholders as sufficient votes were secured for the Merger Proposal.
• The closing of the Merger remains subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
• The company continues to expect to consummate the Merger in the second half of 2025.

Sentiment

Score: 8

Explanation: The successful stockholder approval of the merger is a significant positive milestone, indicating strong progress towards the acquisition's completion. While customary closing conditions and associated risks remain, this vote removes a major hurdle.

Positives

• Stockholders approved the merger with Zimmer Biomet, a significant and necessary step towards the acquisition's completion.
• The Merger Proposal passed with a strong majority, receiving approximately 63.95% of the outstanding shares entitled to vote.
• The Adjournment Proposal was not required, indicating clear and sufficient support for the merger among voting stockholders.
• The company maintains its expectation to consummate the merger in the second half of 2025, signaling continued progress.

Risks

• Risks related to the satisfaction of the conditions to closing the Merger, including the failure to obtain necessary regulatory approvals or the possibility that the Merger does not close.
• The occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement, potentially requiring the company to pay a termination fee.
• Risks related to the ability to realize the anticipated benefits of the Merger, including the possibility that expected benefits will not be realized or not within the expected time period.
• The risk that the businesses will not be integrated successfully.
• Risks relating to changing demand for the company's existing products.
• Risks relating to the achievement, in part or at all, of the revenue and other milestones necessary for the payment of any contingent value rights.
• Disruption from the Merger making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, and the ability to attract, motivate, or retain key executives, employees, and other associates.
• Risks related to the Merger diverting the company's management's attention from ongoing business operations.
• Negative effects of the announcement or the consummation of the Merger on the market price of the company's common stock and on its operating results.
• Significant transaction costs.
• Unknown liabilities.
• The risk of litigation, including stockholder litigation, and/or regulatory actions, including any conditions, limitations, or restrictions placed on approvals by any applicable governmental entities, related to the Merger.
• Other risks and uncertainties discussed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q, and the definitive proxy statement relating to the Merger.

Future Outlook

The company continues to expect to consummate the merger with Zimmer Biomet in the second half of 2025, subject to the satisfaction or waiver of remaining customary closing conditions, including the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period.

Management Comments

• We continue to expect to consummate the Merger in the second half of 2025, subject to the satisfaction or waiver of other customary closing conditions.

Industry Context

This merger represents a strategic consolidation within the medical technology and orthopedic device industry, where larger players like Zimmer Biomet often acquire innovative smaller companies like Monogram Technologies to expand product portfolios or technological capabilities. Such acquisitions are common for market expansion and competitive advantage.

Corporate Governance

Legal Proceedings

• Risk of litigation, including stockholder litigation, and/or regulatory actions related to the Merger, including any conditions, limitations or restrictions placed on approvals by any applicable governmental entities.

Stakeholder Impact

• Shareholders: Will receive consideration for their shares upon merger completion, transitioning from independent public company ownership to a subsidiary of Zimmer Biomet.
• Employees: Potential for disruption from the merger, including challenges in maintaining business and operational relationships, and risks related to attracting, motivating, or retaining key personnel.
• Customers, Vendors, Service Providers: Risk of disruption in existing business and operational relationships due to the merger.

Next Steps

• Satisfy or waive remaining customary closing conditions for the merger.
• Await expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
• Consummate the merger with Zimmer Biomet Holdings, Inc. in the second half of 2025.

Key Dates

Recommendation

The stockholder approval of the merger is a critical step towards its completion, reducing uncertainty around this specific condition. For existing shareholders, holding the stock is advisable as the transaction moves towards its expected close in the second half of 2025, allowing them to realize the merger consideration. New investors might consider an arbitrage play if the current market price is below the merger consideration, factoring in the remaining regulatory and customary closing conditions and associated risks.

Keywords

Monogram Technologies, Zimmer Biomet, Merger, Acquisition, Stockholder Vote, MGRM, Medical Devices, Orthopedics, SEC Filing, 8-K