Form 4: Monogram Technologies CEO Reports Share Disposal Post-Merger

Monogram Technologies' CEO, Benjamin Sexson, reported the disposal of common stock and stock options following the company's merger with Zimmer Biomet Holdings, Inc.

Summary

• Benjamin Sexson, Chief Executive Officer and Director of Monogram Technologies Inc. (MGRM), reported changes in beneficial ownership.
• The changes occurred on October 7, 2025, due to the merger of Monogram Technologies 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.
• Sexson disposed of 4,006,330 shares of Common Stock.
• Each outstanding share of Monogram Technologies common stock was automatically converted into the right to receive $4.04 in cash and one contractual contingent value right (CVR).
• Sexson also disposed of 1,560,000 Stock Options.
• Outstanding and unexercised options were cancelled and converted into a cash payment (equal to the excess of the cash amount over the option's exercise price) and one CVR.
• Options with a per share exercise price greater than $16.41 were cancelled for no consideration.

Sentiment

Score: 7

Explanation: The merger provides immediate cash value to shareholders and potential additional payments through CVRs, indicating a successful exit for Monogram Technologies. However, the company is no longer an independent entity, and some options were cancelled without consideration.

Positives

• Shareholders received a guaranteed cash payment of $4.04 per share as part of the merger consideration.
• Shareholders also received Contingent Value Rights (CVRs) offering potential additional payments up to $3.43 per CVR for various milestones, providing potential upside beyond the initial cash payment.

Negatives

• Monogram Technologies Inc. ceased to be an independent publicly traded company following the merger.
• Stock options with an exercise price greater than $16.41 were cancelled for no consideration, resulting in no value for holders of those specific options.

Risks

• The contingent cash payments from CVRs are subject to the achievement of specific milestones and are not guaranteed, introducing uncertainty regarding the full value realized by former shareholders.
• Former Monogram Technologies shareholders are now dependent on Zimmer Biomet Holdings, Inc. for the successful integration and performance that would trigger CVR payments.

Future Outlook

The filing primarily reports a completed transaction, the merger of Monogram Technologies Inc. into a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc. The future outlook for Monogram Technologies as an independent entity no longer exists. The future value for former shareholders depends on the achievement of CVR milestones by the acquired entity under Zimmer Biomet's ownership.

Industry Context

This merger represents a consolidation event within the medical technology or orthopedic device industry, where larger entities like Zimmer Biomet acquire specialized companies such as Monogram Technologies to enhance their product portfolios or technological capabilities. The inclusion of Contingent Value Rights (CVRs) is a common strategy in such acquisitions, particularly in sectors with significant R&D and regulatory milestones, allowing buyers and sellers to bridge valuation gaps and align incentives for future performance.

Comparison to Industry Standards

• The use of Contingent Value Rights (CVRs) in M&A transactions is a standard practice, particularly prevalent in the biotech and medical device sectors, where the value of an acquired company often depends on the successful achievement of product development, regulatory, or commercial milestones.
• Major players in the medical device industry, such as Johnson & Johnson, Stryker, and Medtronic, frequently engage in strategic acquisitions that may incorporate earn-outs or CVR structures to manage risk and incentivize post-acquisition performance.

Stakeholder Impact

• Shareholders: Received a combination of cash and Contingent Value Rights (CVRs) in exchange for their shares, transitioning their investment from direct equity in a public company to a fixed cash amount plus performance-based rights.

Next Steps

• Former Monogram Technologies shareholders will await potential contingent cash payments based on the achievement of CVR milestones.
• Zimmer Biomet Holdings, Inc. will proceed with the integration of Monogram Technologies' operations and assets.

Key Dates

Keywords

Monogram Technologies, MGRM, Zimmer Biomet, Merger, Acquisition, Form 4, Insider Transaction, Share Disposal, Contingent Value Rights, CVRs, Stock Options