Material Event (Form 8-K)

Item 8.01. Other Events.

As previously disclosed, Monogram Technologies Inc., a Delaware corporation (the "Company" or "Monogram"), is party to that certain Agreement and Plan of Merger, dated July 11, 2025, by and among the Company, Zimmer Biomet Holdings, Inc., a Delaware corporation ("Zimmer Biomet"), and Honey Badger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Zimmer Biomet ("Merger Sub"), as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025, by and between the Company and Zimmer Biomet (as amended, the "Merger Agreement"). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Zimmer Biomet.

As part of the parties' continuing cooperation with the regulatory review of the Merger, on September 4, 2025, Zimmer Biomet, as the acquiring party, in consultation with the Company, voluntarily withdrew its pre-merger Notification and Report Form filed pursuant to the HSR Act, in order to provide the Federal Trade Commission (the "FTC") with additional time to review the Merger. On the same date, in accordance with the regulations under the HSR Act, Zimmer Biomet resubmitted its pre-merger Notification and Report Form, commencing a new 30-day waiting period under the HSR Act, which will expire on October 6, 2025, at 11:59 p.m., Eastern Time, unless terminated earlier or extended.

Withdrawing and refiling pre-merger notifications is a standard procedure in order to provide additional time for antitrust review of certain transactions. The Company and Zimmer Biomet continue to work constructively with FTC staff in the FTC's review of the Merger and continue to expect to consummate the Merger in the second half of 2025, subject to the receipt of required regulatory approvals, the adoption of the Merger Agreement by the Company's shareholders, and the satisfaction or waiver of other customary closing conditions.