8-K: Monogram Technologies Triggers Mandatory Conversion of Series D Preferred Stock Following Sustained Stock Price Performance

Monogram Technologies Inc. announced the mandatory conversion of all outstanding 8.00% Series D Convertible Cumulative Preferred Stock into common stock, effective July 14, 2025, after its common stock traded at or above $2.8125 for ten consecutive days.

Summary

• Monogram Technologies Inc. (NASDAQ: MGRM) announced the mandatory conversion of all outstanding shares of its 8.00% Series D Convertible Cumulative Preferred Stock.
• The conversion was triggered because the closing price of the Common Stock closed at or above $2.8125 per share for ten consecutive trading days, ending and including July 7, 2025.
• The Series D Preferred Stock was originally issued as part of a registered public offering that closed on October 1, 2024, with each unit consisting of one share of Series D Preferred Stock and one common stock purchase warrant.
• A Mandatory Conversion Notice was electronically mailed to the holders of Series D Preferred Stock on July 7, 2025.
• The conversion will be effective as of July 14, 2025.
• Monogram Technologies is an AI-driven robotics company focused on improving human health, with an initial emphasis on orthopedic surgery.
• The company is developing a product solution architecture combining 3D printing, advanced machine vision, AI, and next-generation robotics to enable patient-optimized orthopedic implants at scale.
• Monogram has obtained FDA 510(k) clearance for its mBs TKA System and FDA clearance for its mPress implants.

Sentiment

Score: 8

Explanation: The mandatory conversion of preferred stock due to sustained common stock price performance above a specified threshold is a strong positive indicator of market confidence and stock appreciation. It simplifies the capital structure and reflects positively on the company's trajectory, especially given its innovative focus on AI-driven robotics in orthopedic surgery and recent FDA clearances.

Positives

• The common stock price has demonstrated strong performance, closing at or above $2.8125 per share for ten consecutive trading days, which triggered the mandatory conversion of Series D Preferred Stock.
• The mandatory conversion simplifies the company's capital structure by converting preferred shares into common stock.
• Monogram Technologies has achieved significant regulatory milestones, including FDA 510(k) clearance for its mBs TKA System and FDA clearance for its mPress implants, indicating progress in product development and market readiness.

Risks

• Forward-looking statements are subject to various risks and uncertainties, including unknowable future events and conditions, which may cause actual developments and results to vary materially from expectations.
• The company is required to obtain FDA clearance before it can market its products, indicating ongoing regulatory hurdles for new products or expanded applications.

Future Outlook

Monogram anticipates exploring other clinical and commercial applications for its navigated mBs precision robot and mVision navigation beyond its current orthopedic surgery focus. The company believes its mBs precision robotic surgical assistants, which combine AI and novel navigation methods (mVision), will enable more personalized knee implants for patients, resulting in well-balanced, better-fitting bone-sparing knee replacements.

Management Comments

• Monogram Technologies Inc. announced the mandatory conversion of all outstanding shares of 8.00% Series D Convertible Cumulative Preferred Stock.

Industry Context

Monogram Technologies operates in the advanced medical technology sector, specifically leveraging AI and robotics to innovate orthopedic surgery. This niche focuses on enhancing surgical precision and patient outcomes through sophisticated solutions like 3D printing, machine vision, and next-generation robotics for personalized implants, aligning with broader trends towards precision medicine and automation in healthcare.

Stakeholder Impact

• Shareholders (Common Stock): Benefit from the sustained increase in common stock price that triggered the conversion, indicating positive market sentiment and potential for continued appreciation.
• Holders of Series D Preferred Stock: Their preferred shares will be converted into common stock, potentially increasing their exposure to common stock price fluctuations but also allowing them to participate directly in future common stock appreciation.
• Company: Simplifies the capital structure by converting preferred stock into common stock, potentially reducing preferred dividend obligations and improving financial ratios.

Next Steps

• The mandatory conversion of Series D Preferred Stock will be effective as of July 14, 2025.
• Monogram Technologies intends to produce and market robotic surgical equipment, related software, orthopedic implants, tissue ablation tools, navigation consumables, and other miscellaneous instrumentation necessary for reconstructive joint replacement procedures.
• The company is exploring other clinical and commercial applications for its mBs with mVision navigation.

Key Dates

Recommendation

Keywords

Monogram Technologies, MGRM, Series D Preferred Stock, Mandatory Conversion, Convertible Stock, Robotics, Orthopedic Surgery, AI, FDA Clearance, Medical Devices, Surgical Systems, Capital Structure