Monogram Technologies (MGRM) Proxy Filing summary

Executive summary

• A special meeting is scheduled for September 30, 2025, for common stockholders to vote on a proposed merger with Zimmer Biomet Holdings, Inc., via a wholly-owned subsidiary, Honey Badger Merger Sub, Inc., with Monogram Technologies Inc. becoming a wholly-owned subsidiary of Zimmer Biomet if approved.

• The merger consideration for each share of common stock includes $4.04 in cash plus one non-tradeable contingent value right (CVR) with potential milestone payments up to $12.37 per CVR, subject to specific regulatory and revenue milestones through 2030.

• The board of directors unanimously recommends voting FOR the merger and adjournment proposals, citing strategic, financial, and operational benefits, and has received a fairness opinion from Wells Fargo Securities, LLC.

• If the merger is not consummated, Monogram will remain an independent public company, and under certain circumstances, may be required to pay an $11 million termination fee to Zimmer Biomet.

Voting matters and shareholder proposals

• Stockholders will vote on (1) the adoption of the merger agreement and (2) the adjournment of the special meeting to solicit additional proxies if needed.

• Approval of the merger requires a majority of outstanding common stock; abstentions and non-votes count as votes against.

• Certain stockholders holding approximately 24% of voting power have entered into voting agreements to support the merger.

• Holders of preferred stock do not have voting rights on these proposals.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including a market check with other potential acquirers, and determined the Zimmer Biomet offer was superior.

• Directors and executive officers collectively own about 19% of outstanding common stock and are expected to vote in favor.

• The board may change its recommendation under certain circumstances, such as a superior offer, subject to procedures in the merger agreement.