Form 4: Monogram Technologies Director Reports Post-Merger Share Disposition

Monogram Technologies Director Douglas Unis reported the disposition of common stock and stock options following the company's merger with Zimmer Biomet.

Summary

• 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, and amended on August 27, 2025.
• At the effective time of the merger, each outstanding share of Monogram Technologies common stock was converted into the right to receive $4.04 in cash and one contractual contingent value right (CVR).
• CVR payments are contingent on milestones, with potential payments of $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 a cash payment (equal to the excess of the Cash Amount over the exercise price) plus one CVR, or solely CVRs, or cancelled for no consideration depending on the exercise price relative to the Cash Amount and maximum CVR consideration ($16.41).
• Director Douglas Unis disposed of 3,532,622 shares of common stock and 1,475,000 stock options, resulting in zero beneficial ownership of both security types following the transaction.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, providing a defined exit for shareholders with a cash component and potential future upside through CVRs. This indicates a positive outcome for the company's prior investors, though it ceases independent operation.

Positives

• The merger provides a clear exit strategy for Monogram Technologies shareholders, offering immediate cash and potential future upside through CVRs.
• The CVR structure allows former shareholders to participate in potential future success tied to specific milestones, offering additional value beyond the initial cash payment.

Negatives

• Monogram Technologies Inc. is no longer an independent publicly traded entity, ceasing its standalone operations and public market presence.
• The value of CVRs is contingent on future milestones, introducing uncertainty regarding the full potential payout for former shareholders.

Risks

• The contingent value rights (CVRs) are subject to the achievement of specific milestones, and there is no guarantee that these milestones will be met, potentially limiting the total consideration received by former shareholders.
• Future cash payments from CVRs are subject to applicable withholding taxes.

Future Outlook

Monogram Technologies Inc. will continue operations as a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc. The future value for former Monogram shareholders is tied to the achievement of specific CVR milestones.

Management Comments

• The company entered into an Agreement and Plan of Merger with Zimmer Biomet Holdings, Inc. and Honey Badger Merger Sub, Inc. to be acquired.
• Each outstanding share of common stock was converted into the right to receive $4.04 in cash and one contractual contingent value right (CVR).
• Outstanding stock options were cancelled and converted into cash payments and/or CVRs, or cancelled for no consideration, based on their exercise price relative to the merger consideration.

Industry Context

This transaction represents a strategic acquisition within the medical technology sector, where larger established companies like Zimmer Biomet often acquire smaller, innovative firms to expand their product portfolios and market reach. The use of CVRs is a common mechanism in biotech and medtech acquisitions to bridge valuation gaps and share future development risks and rewards.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to assess the acquisition terms against global benchmarks. A detailed comparison would require analysis of similar M&A transactions in the orthopedic or medical device sector, considering deal multiples, premium paid, and the structure of contingent payments.

Corporate Governance

Stakeholder Impact

• Shareholders: Received cash consideration and contingent value rights (CVRs) for their shares, providing a liquidity event and potential future payments.
• Employees: Likely transitioned to become employees of Zimmer Biomet Holdings, Inc., subject to the acquiring company's policies and integration plans.

Next Steps

• Former Monogram Technologies shareholders will await the achievement of CVR milestones for potential additional cash payments.

Key Dates

Keywords

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