8-K: Zimmer Biomet Completes Monogram Technologies Acquisition

Zimmer Biomet Holdings, Inc. has completed its acquisition of Monogram Technologies Inc., integrating Monogram's AI-driven orthopedic robotics into its portfolio.

Summary

• Monogram Technologies Inc. has been acquired by Zimmer Biomet Holdings, Inc. (Zimmer Biomet) through a merger with Honey Badger Merger Sub, Inc., making Monogram a wholly-owned subsidiary of Zimmer Biomet.
• The merger closed on October 7, 2025.
• Each outstanding share of Monogram common stock was converted into the right to receive $4.04 in cash and one non-tradeable contingent value right (CVR).
• Each outstanding share of Monogram Series E Redeemable Perpetual Preferred Stock was converted into the right to receive $100.00 in cash.
• CVRs entitle holders to potential cash payments up to $12.37 if certain product development, regulatory, and revenue milestones are achieved through 2030.
• Monogram's common stock ceased trading on NASDAQ prior to the market opening on October 7, 2025, and will be delisted and deregistered.
• Outstanding stock options were cancelled and converted into cash and/or CVRs based on their exercise price relative to the merger consideration.

Sentiment

Score: 8

Explanation: The acquisition is a significant strategic move for Zimmer Biomet, expanding its advanced robotics portfolio and aiming for market leadership in autonomous solutions. While CVRs introduce some uncertainty for Monogram shareholders, the overall transaction is positive for Zimmer Biomet's long-term growth and innovation strategy.

Positives

• Monogram's common shareholders receive an immediate cash payment of $4.04 per share.
• Monogram's common shareholders have the potential to receive additional payments up to $12.37 per CVR if specific product development, regulatory, and revenue milestones are met.
• Monogram's CT-based, semi-autonomous, AI-navigated total knee arthroplasty (TKA) robotic technology received FDA 510(k) clearance in March 2025.
• The acquisition significantly expands Zimmer Biomet's orthopedic robotics portfolio, aiming for market leadership in fully autonomous robotic solutions.
• Zimmer Biomet's CEO expressed a positive outlook, stating the acquisition will accelerate innovation, deepen value to surgeons, and strengthen long-term growth strategy.

Negatives

• Monogram's common stock has been delisted from NASDAQ, and trading ceased, eliminating public market liquidity for its shares.
• Contingent Value Rights (CVRs) are non-transferable (except under limited circumstances), not evidenced by a certificate, and not registered or listed for trading, limiting their liquidity and market value.
• CVRs do not carry voting or dividend rights and do not represent any equity or ownership interest in Monogram or Zimmer Biomet.
• There is no assurance that any of the CVR milestones will be achieved, meaning the full potential CVR payment may not materialize.

Risks

• There is no assurance that any of the CVR milestones will be achieved during the relevant periods, or that the resulting milestone payments will occur.
• The CVRs are not transferable except under certain limited circumstances, are not evidenced by a certificate or other instrument, and are not registered or listed for trading.
• The CVRs do not have any voting or dividend rights and do not represent any equity or ownership interest in Monogram, Zimmer Biomet, Merger Sub, or any of their affiliates.
• Risks are related to the ability to realize the anticipated benefits of the transaction, including the possibility that expected benefits will not be realized or within the expected time period.
• There is a risk that the businesses will not be integrated successfully.
• Risks relate to changing demand for Zimmer Biomet's existing products.
• Zimmer Biomet's ability to attract, motivate, or retain key executives, employees, and other associates could be impacted.
• Negative effects of the consummation of the transaction on the market price of Zimmer Biomet's common stock and on Zimmer Biomet's operating results are possible.
• Significant transaction costs and unknown liabilities are potential risks.

Future Outlook

Zimmer Biomet aims to become the first orthopedic company to offer a fully autonomous robotic solution, complementing its current robotic and navigation offerings. Monogram's semi-autonomous TKA robotic technology, which received FDA 510(k) clearance in March 2025, is expected to be commercialized with Zimmer Biomet implants by early 2027. A clinical study for the fully autonomous version of Monogram's technology began in July 2025. Zimmer Biomet is also investing in its ROSA platform, with several new products and software applications, including ROSA Knee with OptimiZe, anticipated between now and 2027.

Management Comments

• "By bringing Monogram into the Zimmer Biomet innovation ecosystem, we have set a bold course to become the first orthopedic company to offer a fully autonomous robotic solution complementing our current robotic and navigation offerings." Ivan Tornos, Chairman, President and Chief Executive Officer of Zimmer Biomet.
• "We aim to provide surgeons the broadest choice in robotics and navigation across a wide range of procedures and care settings." Ivan Tornos.
• "I want to personally welcome the Monogram team to Zimmer Biomet, as their talent and technology will accelerate our innovation pipeline, deepen our value to surgeons and strengthen our long-term growth strategy." Ivan Tornos.

Industry Context

The acquisition positions Zimmer Biomet as a significant player in the rapidly evolving orthopedic robotics market. By integrating Monogram's AI-driven, semiand fully autonomous robotic capabilities, Zimmer Biomet aims to expand its comprehensive portfolio of surgical technologies. This move aligns with the broader medical technology industry trend towards advanced automation and artificial intelligence in surgical procedures, seeking to enhance precision, efficiency, and patient outcomes. Zimmer Biomet's existing ROSA Robotics platform, with nearly 2,000 installations worldwide, provides a strong foundation for integrating Monogram's innovative solutions and strengthening its competitive position against other medical device companies in the surgical robotics space.

Comparison to Industry Standards

• The acquisition of Monogram Technologies, with its AI-driven, semiand fully autonomous robotic technologies, positions Zimmer Biomet to potentially lead in the orthopedic robotics market, aiming to be the first to offer a fully autonomous solution, which would be a significant advancement compared to existing semi-autonomous systems from competitors.
• Zimmer Biomet's existing ROSA Robotics platform is rapidly approaching 2,000 installations worldwide, indicating strong market penetration and a leading position outside the United States compared to competitors in the surgical robotics space, such as Stryker's Mako or Johnson & Johnson's VELYS.
• The development and anticipated commercialization of Monogram's TKA robotic technology by early 2027, following FDA 510(k) clearance in March 2025, demonstrates a commitment to advanced technology adoption, comparable to or exceeding the pace of innovation seen in other medical device companies.
• The initiation of a clinical study for a fully autonomous robotic system in July 2025 suggests an aggressive pursuit of next-generation surgical capabilities, potentially setting a new benchmark for automation in orthopedic procedures that could differentiate Zimmer Biomet from its peers.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (Monogram): Received a fixed cash payment and contingent value rights, ceasing to be public shareholders and losing direct voting rights in the company.
• Shareholders (Zimmer Biomet): The acquisition is expected to enhance Zimmer Biomet's strategic position in the orthopedic robotics market, potentially contributing to long-term growth and innovation.
• Employees (Monogram): Current employees received offers of employment from Zimmer Biomet or its affiliates, with comparable compensation and benefits for one year post-closing. Key management and board members have changed.
• Customers/Surgeons: Expected to benefit from a broader and more advanced portfolio of robotics and navigation technologies, including future fully autonomous solutions, offered by the combined entity.

Next Steps

• Monogram's common stock will be delisted from Nasdaq.
• Monogram will file an application on Form 25 with the SEC to delist and deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934.
• Following the effectiveness of Form 25, Monogram intends to file a certification on Form 15 with the SEC to terminate registration of its common stock under Section 12(g) and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
• Monogram's semi-autonomous TKA robotic technology is expected to be commercialized with Zimmer Biomet implants by early 2027.
• Zimmer Biomet plans to continue advancing the ROSA platform, with new products and software applications, including ROSA Knee with OptimiZe (FDA 510(k) clearance anticipated later this year), expected between now and 2027.

Key Dates

Keywords

Monogram Technologies, Zimmer Biomet, Acquisition, Robotics, Orthopedics, Medical Technology, CVR, Contingent Value Rights, FDA Clearance, Delisting, Merger, TKA System, AI-navigated, Surgical Robotics