Proxy Statement - Business Combination (Form DEFM14A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under Rule 14a-12

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Monogram Technologies Inc.

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(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

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No fee required

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Monogram Technologies Inc.
3913 Todd Lane
Austin, TX 78744

Dear Stockholders:

You are cordially invited to attend a special meeting of stockholders (such meeting, including any adjournment or postponement thereof, we refer to as the "special meeting") of Monogram Technologies Inc., a Delaware corporation (which we refer to as the "Company", "we", "us" or "our"), to be held on September 30, 2025 at 1:00 p.m., Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. You will be able to virtually attend and vote at the special meeting by visiting www.monogram.vote and using the 16-digit control number included in the proxy materials. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to "present" shall mean virtually present or represented by proxy at the special meeting.

As previously announced, on July 11, 2025, the Company entered into an Agreement and Plan of Merger (which we refer to as the "original merger agreement"), as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025 (we refer to the original merger agreement, as amended, as the "merger agreement"), with Zimmer Biomet Holdings, Inc. (which we refer to as "Zimmer Biomet"), a Delaware corporation, and Honey Badger Merger Sub, Inc. (which we refer to as "Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of Zimmer Biomet. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (which we refer to as the "merger"), with the Company surviving the merger as a wholly-owned subsidiary of Zimmer Biomet (which we refer to as the "surviving corporation").

If the merger agreement is adopted and the merger is consummated, at the time the merger is consummated (which we refer to as the "effective time"), in each case, other than excluded shares and appraisal shares (each as defined below), (A) if you hold common stock of the Company, par value $0.001 per share (the "Company common stock"), you will be entitled to receive an amount equal to (i) $4.04 per share (the "cash amount") without interest and subject to applicable withholding taxes, plus (ii) one contractual, non-tradeable contingent value right (which we refer to as a "CVR") pursuant to the form CVR agreement (which we refer to as the "CVR agreement") to be entered into at the effective time between Zimmer Biomet and a rights agent, representing the right to receive (subject, in each case, to the achievement of certain milestone payment triggers) a cash payment, without interest and subject to applicable withholding taxes, of $1.04 per CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to $3.41 per CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone (each as defined in the CVR agreement, respectively) (which we refer to as the "CVR consideration" and, together with the cash amount, the "merger consideration"), (B) if you hold 8.00% Series D Convertible Cumulative Preferred Stock of the Company, par value $0.001 per share (the "Series D preferred stock"), you will be entitled to receive an amount equal to $2.25 per share, plus an amount equal to any accrued but unpaid dividends (whether or not declared) (if any) in cash, without interest and subject to applicable withholding taxes (however, as of the date of this proxy statement, the Company has no outstanding shares of Series D preferred stock) and (C) if you hold Series E Redeemable Perpetual Preferred Stock of the Company, par value $0.001 per share (the "Series E preferred stock") , you will be entitled to receive an amount equal to $100.00 per share, in cash, without interest and subject to applicable withholding taxes.

We sometimes refer to the Company common stock, Series D preferred stock and Series E preferred stock collectively as the "Company stock" herein. Additionally, we sometimes refer to the Series D preferred stock and Series E preferred stock collectively as the "Company preferred stock" herein. If the merger agreement is adopted and the merger is consummated, the Company will become a direct wholly-owned subsidiary of Zimmer Biomet and you will not own shares in the surviving corporation.

The board of directors of the Company (which we refer to as the "Board") has carefully reviewed and considered the terms and conditions of the merger agreement, the CVR agreement, and the transactions contemplated by the merger agreement and the CVR agreement, including the merger. The Board has unanimously (i) determined that the merger agreement, the CVR agreement and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved (including for purposes of Section 203 of the DGCL) the execution, delivery and performance by the Company of the merger agreement and the consummation of the transactions, including the merger, (iii) authorized the submission of a proposal to adopt the merger agreement to the Company stockholders entitled to vote thereon

at the special meeting for adoption thereof and (iv) recommended that the Company stockholders approve the adoption of the merger agreement, subject to the right of the Board to withdraw or modify its recommendation in accordance with the terms of the merger agreement.

At the special meeting, if you hold common stock, you will be asked to consider and vote on (i) a proposal to adopt the merger agreement (which we refer to as the "merger agreement proposal") and (ii) a proposal to approve any adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to adopt the merger agreement (which we refer to as the "adjournment proposal"). The Board recommends you vote "FOR" the merger agreement proposal and "FOR" the adjournment proposal. Holders of shares of Company preferred stock do not have the right to vote their Company preferred stock on the proposals included in this proxy statement.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the CVR agreement and the transactions contemplated by the merger agreement and the CVR agreement, including the merger. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the merger agreement, the CVR agreement and the other transactions contemplated by the merger agreement and the CVR agreement, including the merger. We encourage you to carefully read the accompanying proxy statement and the copy of the original merger agreement (including the form of CVR agreement, which is an exhibit to the merger agreement) attached as Annex A thereto, as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025, attached as Annex D thereto, as they contain important information about, among other things, the merger and how it affects you.

Your vote is important regardless of the number of shares of Company common stock that you own. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote in person (including by remote participation) or by proxy, of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon at the special meeting. Whether or not you plan to virtually attend the special meeting, we want to make sure your shares are represented at the special meeting. Please follow the voting instructions provided on the enclosed proxy card to submit your vote by the deadline provided therein. A failure to vote your shares of Company common stock on the merger agreement proposal will have the same effect as a vote "AGAINST" the merger agreement proposal.

After reading the accompanying proxy statement, please authorize a proxy to vote your shares of Company common stock by completing, dating, signing and returning your proxy card, grant your proxy electronically over the internet or telephonically as described in the accompanying proxy statement or vote your shares by virtually attending and voting at the special meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement entitled "The Special Meeting-Voting Procedures" beginning on page 34. If you virtually attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a broker, bank or other nominee, please follow the instructions you receive from them to vote your shares of Company common stock. Your broker, bank or other nominee cannot vote on either of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor:

1212 Avenue of the Americas, 17th Floor
New York, New York 10036
Banks and Brokers Call: (212) 297-0720
Stockholders and All Others Call Toll Free: (888) 785-6673
Email: [email protected]

On behalf of the Board, thank you for your continued support.

By Order of the Board of Directors

Sincerely,

/s/ Benjamin Sexson

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Benjamin Sexson

Chief Executive Officer

August 28, 2025

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated August 28, 2025, and, together with the enclosed form of proxy card, is first being mailed to the Company common stockholders on or about August 28, 2025.

Monogram Technologies Inc.
3913 Todd Lane
Austin, TX 78744

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 30, 2025

Notice is hereby given that a special meeting of stockholders (which meeting, including any adjournment or postponement thereof, we refer to as the "special meeting") of Monogram Technologies Inc., a Delaware corporation (which we refer to as the "Company", "we", "us" or "our"), will be held on September 30, 2025 at 1:00 p.m., Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. Company common stockholders will be able to virtually attend and vote at the special meeting by visiting www.monogram.vote and using the 16-digit control number included in the proxy materials. Whether or not you expect to virtually attend the special meeting, if you hold Company common stock, please complete, date, sign and return the proxy card, grant your proxy electronically over the internet or telephonically as described in the accompanying proxy statement, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the special meeting. Even if you have voted by proxy, you may still vote if you virtually attend the special meeting. Please note, however, that if your shares of Company common stock are held of record by a broker, bank or other nominee and you wish to vote online during the special meeting, you must obtain a 16-digit control number from such organization (typically found on their voting instruction form). For purposes of attendance at the special meeting, all references in the enclosed proxy statement to "present" shall mean virtually present or represented by proxy at the special meeting. The special meeting will be held for the following purposes:

By Order of the Board of Directors

Sincerely,

/s/ Benjamin Sexson

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Benjamin Sexson

Chief Executive Officer

Dated: August 28, 2025

TABLE OF CONTENTS

Monogram Technologies Inc.
3913 Todd Lane
Austin, TX 78744

SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 30, 2025
PROXY STATEMENT

This proxy statement contains information relating to a virtual special meeting of stockholders (which meeting, including any adjournment or postponement thereof, we refer to as the "special meeting") of Monogram Technologies Inc., a Delaware corporation (which we refer to as the "Company", "we", "us" or "our"). All references to "Zimmer Biomet" refer to Zimmer Biomet Holdings, Inc., a Delaware corporation; and all references to "Merger Sub" refer to Honey Badger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Zimmer Biomet. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of July 11, 2025, by and among the Company, Zimmer Biomet, and Merger Sub (the "original merger agreement"), as amended by that certain First Amendment to Agreement and Plan of Merger (the "merger agreement amendment"), dated August 27, 2025, as the "merger agreement".

The special meeting will be held on September 30, 2025, at 1:00 p.m., Eastern Time (unless the special meeting is postponed or adjourned), in a virtual-only meeting format. The Company stockholders will be able to virtually attend and, if you hold common stock (as defined below), vote at the special meeting by visiting www.monogram.vote and using the 16-digit control number included in the proxy materials. We are furnishing this proxy statement to holders (which we refer to as the "Company common stockholders") of common stock, par value $0.001 per share, of the Company (which we refer to as "Company common stock") as part of the solicitation of proxies by the Company's board of directors (which we refer to as the "Board"), for exercise at the special meeting and at any postponements or adjournments thereof. This proxy statement is dated August 28, 2025, and is first being mailed to Company common stockholders on or about August 28, 2025.

Milestone	​	​	Milestone Trigger	​	​	Milestone Payment	​	​	Milestone Expiration	​
First Milestone	​	​	Completion of a proof-of-concept demonstration of its robotic system for unicompartmental (partial) knee arthroplasty, which shall be made available to Zimmer Biomet's designated executives; provided, however, that such demonstration shall be made available during the period beginning on January 1, 2026 and ending on the later of (a) January 31, 2026 or (b) 30 days after the closing date.	​	​	$1.04 per CVR	​	​	Later of (a) January 31, 2026 and (b) 30 days after the Closing Date	​
Second Milestone	​	​	The grant by the FDA of 510(k) clearance of the Company's fully autonomous robotic system for use with Parent Implants, as evidenced by receipt of a formal clearance letter from FDA indicating that the system has been found to be "substantially equivalent" to a predicate device and that the Company may proceed with marketing of the system in the U.S.	​	​	$1.08 per CVR	​	​	December 31, 2027	​
Third Milestone	​	​	The achievement of Gross Revenue between January 1, 2028 and December 31, 2028 that is at least equal to $156,000,000.	​	​	$3.41 per CVR	​	​	December 31, 2028	​
Fourth Milestone	​	​	The achievement of Gross Revenue between January 1, 2029 and December 31, 2029 that is at least equal to $381,000,000.	​	​	$3.41 per CVR	​	​	December 31, 2029	​
Fifth Milestone	​	​	The achievement of Gross Revenue between January 1, 2030 and December 31, 2030 that is at least equal to $609,000,000.	​	​	$3.43 per CVR	​	​	December 31, 2030	​

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger, the merger agreement, and the CVR agreement. These questions and answers may not address all questions that may be important to you as a stockholder. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement. You may obtain, without charge, copies of documents incorporated by reference into this proxy statement by following the instructions under the section of this proxy statement entitled "Where You Can Find Additional Information" beginning on page 119.

Q:

Why am I receiving this proxy statement?

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On July 11, 2025, the Company entered into the merger agreement with Zimmer Biomet and Merger Sub. Pursuant to the merger agreement, Merger Sub will be merged with and into the Company with the Company surviving the merger as a wholly-owned subsidiary of Zimmer Biomet.

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You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the merger agreement proposal and the other matters to be voted on at the special meeting described below under "- What proposals will be considered at the special meeting?" beginning on page 20.

Q:

What is a proxy?

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A proxy is a Company stockholder's legal designation of another person to vote shares owned by such Company stockholder on their behalf. If you hold your shares of Company common stock as a stockholder of record, you can vote by proxy over the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares of Company common stock beneficially in "street name", you should follow the voting instructions provided by your broker, bank or other nominee.

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Q:

As a holder of Company stock, what will I receive if the merger is completed?

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If the merger is consummated, for each share of Company stock that you own as of immediately prior to the effective time, you will be entitled to receive (in each case, other than excluded shares and appraisal shares) (A) in the case of shares of Company common stock an amount equal to, the merger consideration, which consists of (i) the cash amount ($4.04 per share of Company common stock, without interest and subject to any applicable withholding taxes), plus (ii) one CVR, pursuant to the CVR agreement, representing the right to receive (subject to the achievement of certain milestone payment triggers), without interest and subject to applicable withholding taxes, a cash payment of $1.04 per CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to $3.41 per CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone (each as defined in the CVR agreement, respectively) (which we refer to as the "CVR consideration", and together with the cash amount, the "merger consideration"); (B) in the case of each share of Series D preferred stock, an amount equal to $2.25 per share, plus an amount equal to any accrued but unpaid dividends (whether or not declared) (if any), in cash, without interest and subject to applicable withholding taxes (however, as of the date of this proxy statement, the Company has no outstanding shares of Series D preferred stock) and (C) in the case of each share of Series E preferred stock, an amount equal to $100.00 per share, in cash, without interest and subject to applicable withholding taxes, in each case, unless you have properly exercised, perfected and not validly withdrawn, waived or otherwise lost your appraisal rights under the DGCL with respect to such shares of Company stock, and certain other conditions under the DGCL are satisfied (as described in more detail in the section of this proxy right entitled "Appraisal Rights" beginning on page 62). If the merger is consummated, you will not own shares in the surviving corporation.

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The receipt of the consideration described immediately above pursuant to the merger agreement will be a taxable transaction for U.S. federal income tax purposes. Please see the section of this proxy statement entitled "The Merger-Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 71 for a more detailed description of the U.S. federal income tax consequences of the merger to

holders of Company common stock. You should consult your own tax advisor for a full understanding of how the merger will affect your U.S. federal, state and local and/or non-U.S. taxes.

Q:

What is a CVR and how does it work?

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A:

Each CVR will represent the right of Company common stockholders to receive the CVR consideration (subject to the achievement of certain milestone payment triggers) consisting of a cash payment of $1.04 per CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to $3.41 per CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone (each as defined in the CVR agreement, respectively). There can be no assurance that any milestone will be achieved during the relevant period, and that the resulting milestone payments will occur. Please see the section of this proxy statement entitled "Contingent Value Rights Agreement" beginning on page 103 for a more detailed description of the CVR agreement.

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Q:

Is it possible that I will receive more than one payment under the CVR?

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A:

Yes. Each CVR represents the right to receive contingent cash payment from Zimmer Biomet of $1.04 per CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to $3.41 per CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone, net of applicable taxes and without interest.

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Q:

Is it possible that I will not receive any payment under the CVR?

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A:

Yes. There can be no assurance that a milestone will be achieved during the relevant period, and that the resulting milestone payment will occur.

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Q:

Can I transfer my CVR?

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A:

The CVRs are not transferable except under certain limited circumstances specified in the CVR agreement, will not be evidenced by a certificate or other instrument and will not be registered or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Merger Sub, Zimmer Biomet or any of their respective affiliates.

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Q:

When and where is the special meeting of our stockholders?

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A:

The special meeting of Company stockholders will be held on September 30, 2025 at 1:00 p.m., Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. Company common stockholders will be able to virtually attend and vote at the special meeting by visiting www.monogram.vote and using the 16-digit control number included in the Notice, proxy card or instructions that accompanied the proxy materials. We encourage you to access the special meeting before the start time of 1:00 p.m., Eastern Time. Please allow ample time to log into the special meeting and test your computer systems.

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Q:

Who is entitled to virtually attend and vote at the special meeting?

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A:

Only holders of record of Company common stock at the close of business on August 14, 2025, the record date for the special meeting, or those with a valid proxy from a broker that held shares of Company common stock on the record date, will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were 40,632,367 shares of Company common stock issued and outstanding and entitled to vote. Each Company common stockholder is entitled to one vote per share of Company common stock held by such Company common stockholder on the record date on each of the proposals presented in this proxy statement. Holders of shares of the Company preferred stock do not have the right to vote their preferred shares on the proposals described in this proxy statement.

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If at the close of business on August 14, 2025, you were a "record" holder of Company common stock (in other words, if your shares of Company common stock were registered directly in your name with the transfer agent, Equity Stock Transfer, LLC), you may vote at the special meeting or vote by

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proxy. Whether or not you plan to virtually attend the special meeting, we encourage you to vote by proxy over the telephone or on the internet as instructed below or, if applicable, complete, date, sign and return the proxy card mailed to you to ensure your vote is counted.

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If at the close of business on August 14, 2025, you were the beneficial owner of Company common stock held in "street name" (in other words, if your shares of Company common stock are held in the name of your broker, bank or other nominee), the proxy materials should be forwarded to you by your broker, bank or other nominee. The broker, bank or other nominee is considered the stockholder of record for purposes of voting your shares at the special meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. You are also invited to virtually attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares of Company common stock at the special meeting unless you request and obtain, and present at the special meeting, a legal proxy from your broker, bank or other nominee.

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For additional information on how to vote at the special meeting, please see the section of this proxy statement entitled "The Special Meeting-Voting Procedures" beginning on page 34.

At the special meeting and for 10 days prior to the special meeting, the names of Company common stockholders entitled to vote at the special meeting will be available for inspection by any Company common stockholder, for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, at the Company's principal executive offices located at 3913 Todd Lane, Austin, TX 78744, by contacting the Corporate Secretary of the Company. Participating Company common stockholders who log on to the special meeting using their 16-digit control number will be able to examine the stockholder list during the special meeting by following the instructions provided on the meeting website at www.monogram.vote.

Q:

How do I virtually attend the special meeting?

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A:

The special meeting will be a completely virtual meeting of stockholders and will be conducted via live webcast. You are entitled to virtually attend the special meeting only if you were a stockholder of record or were the beneficial owner of Company common stock held in "street name" at the close of business on August 14, 2025, the record date for the special meeting. Company common stockholders of record will be able to virtually attend and vote at the special meeting by visiting www.monogram.vote and using the 16-digit control number included in the Notice, proxy card or instructions that accompanied the proxy materials. Beneficial owners of Company common stock held in "street name" may virtually attend the special meeting, but may vote online at the special meeting only if they obtain a 16-digit control number from their broker (typically found on their voting instruction form). If you hold your shares of Company common stock in street name and want to participate in the special meeting but did not receive a 16-digit control number, you must contact your broker for instructions to access the special meeting.

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The special meeting webcast will begin promptly at 1:00 p.m., Eastern Time on September 30, 2025. Online access will begin at 12:45 p.m., Eastern Time, and we encourage you to access the special meeting prior to the start time. The virtual meeting platform is fully supported across browsers and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. We will have technicians ready to assist you with any technical difficulties you may have. You will have the ability to test the systems before the special meeting starts, and a technical support phone number will be provided when the meeting opens.

Q:

What proposals will be considered at the special meeting?

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A:

At the special meeting, Company common stockholders will be asked to consider and vote on the following proposals:

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the merger agreement proposal; and

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the adjournment proposal.

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For additional information on the proposals, please see the sections of this proxy statement that describe each proposal beginning on page 39.

Q:

What constitutes a quorum for purposes of the special meeting?

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A:

The presence, in person (including by remote participation) or by proxy, at the special meeting of the stockholders entitled to cast one third of the votes that all Company common stockholders are entitled to cast on a particular matter constitutes a quorum for the purpose of considering the matter at the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. Abstentions and broker non-votes will be counted toward the quorum requirement. If a quorum is not present or represented by proxy at the special meeting, then the stockholders entitled to vote at the special meeting, present in person, or by remote communication or represented by proxy, have the power to adjourn the special meeting from time to time until a quorum is present or represented. At such adjourned special meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the special meeting as originally noticed.

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Q:

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

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A:

If you encounter technical difficulties accessing the special meeting during the check-in time or during the special meeting, a support line will be available on the login page of the virtual meeting website.

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Q:

What vote of Company stockholders is required to approve each of the proposals?

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A:

The approval of the merger agreement proposal requires the affirmative vote in person (including by remote participation) or by proxy of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the matter. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company common stockholder's behalf) and broker non-votes will have the same effect as a vote "AGAINST" the merger agreement proposal.

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The approval of the adjournment proposal requires the affirmative vote in person (including by remote participation) or by proxy, of the holders of a majority of shares present in person (including by remote participation) or represented by proxy at the meeting and entitled to vote on such proposal at the special meeting (whether or not a quorum is present). Assuming a quorum is present at the special meeting, failures to vote (including a failure to authorize a proxy to vote on a Company common stockholder's behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. Abstentions are shares present at the meeting and, therefore, abstentions as to the adjournment proposal will have the same effect as a vote "AGAINST" the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

A broker "non-vote" occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other "routine" items and submits votes for those matters. Because none of the proposals to be voted on at the special meeting is a routine matter for which nominees may have discretionary authority to vote, the Company does not expect any broker non-votes at the special meeting. If there are any broker non-votes, they would have the effect of a vote "AGAINST" the merger agreement proposal and have no effect on the adjournment proposal.

Q:

How does the Board recommend that I vote?

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A:

The Board recommends that Company common stockholders vote:

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"FOR" the merger agreement proposal; and

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"FOR" the adjournment proposal.

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For a discussion of the factors that the Board considered in determining to recommend "FOR" the approval of the merger agreement proposal, please see the section of this proxy statement entitled "The Merger-Reasons for the Merger" beginning on page 49.

In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of the Company's directors and executive officers have interests that may be different from, or in addition to, the interests of the Company stockholders generally. Please see the section of this proxy statement entitled "The Merger-Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 68.

Q:

How do the Company's directors and executive officers intend to vote?

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A:

As of August 14, 2025, the directors and executive officers of the Company beneficially owned in the aggregate 7,838,263 shares of Company common stock, or approximately 19.29% of the outstanding shares of Company common stock.

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As described in the section of this proxy statement entitled "Voting Agreement" beginning on page 111, certain stockholders of the Company have committed to vote in favor of the approval of the merger agreement proposal. Although none of the other directors or executive officers are obligated to vote to approve the merger agreement proposal, we currently expect that each of these individuals will vote all of his or her shares of Company common stock "FOR" each of the proposals to be presented at the special meeting.

Subject to certain termination rights as described in the section of this proxy statement entitled "Voting Agreement", certain stockholders of the Company entered into voting agreements with Zimmer Biomet and Merger Sub pursuant to which such specified stockholders agreed, among other things, to vote or cause to vote all subject shares (i) in favor of adoption and approval of the merger agreement and approval of the merger; (ii) against any acquisition proposal from a third party; and (iii) against any other action that is intended or would reasonably be expected to materially impede, interfere with or delay the consummation of the merger or any of the other transactions contemplated by the merger agreement; so long as the merger agreement is not amended or materially modified in such a way as to reduce the amount, change the form or otherwise adversely affect the consideration payable to any of the Company stockholders pursuant to the merger agreement. The subject shares represent approximately 24.01% of the total outstanding voting power of the Company common stock as of the record date. The voting agreements will terminate if the merger agreement is terminated. For additional information on the voting agreements, please see the section of this proxy statement entitled "Voting Agreement" beginning on page 111.

Q:

Do any of the Company's directors or executive officers have any interests in the merger that are different from, or in addition to, my interests as a Company stockholder?

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A:

In considering the proposals to be voted on at the special meeting, you should be aware that the Company's directors and executive officers have interests in the merger that may be different from, or in addition to, your interests as a Company stockholder. The members of the Board were aware of and considered these interests in reaching the determination to approve and declare advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, and to recommend that Company stockholders approve the merger agreement proposal. These interests may include:

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the treatment of Company options as provided under the merger agreement (as described in the section of this proxy statement entitled "The Merger Agreement-Treatment of Company Options");

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payment of pro-rated annual cash bonuses for calendar year 2025;

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severance and other benefits payable in the case of certain qualifying terminations of employment under the terms of individual agreements or broad-based Zimmer Biomet severance policy;

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offer letters that certain executive officers of the Company entered into with Zimmer Biomet, which are subject to the consummation of the merger;

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voting agreements that certain executive officers of the Company entered into with Zimmer Biomet and Merger Sub, pursuant to which those certain executive officers agreed to vote in favor of the adoption and approval of the merger agreement and the approval of the merger, among other things;

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Dr. Unis is entitled to a portion of shares of Company common stock owed to Icahn School of Medicine at Mount Sinai ("Mount Sinai") under the Sinai Termination Agreement (as defined in ''Interests of the Company's Directors and Executive Officers in the Merger-Mt. Sinai Relationship with Dr. Unis''), which portion is equal to 487,324 shares of Company common stock. Dr. Unis has not been allocated his portion of these shares by Mount Sinai to date. Additionally, Dr. Unis will be entitled to a portion of the termination payment payable under the Sinai Termination Agreement; and

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continued indemnification and insurance coverage under the merger agreement, the organizational documents of the Company and indemnification agreements the Company has entered into with each of their directors and executive officers.

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These interests are described in more detail, and certain of them are quantified, in the section of this proxy statement entitled "The Merger-Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 68.

Q:

What happens if I transfer or sell my Company common stock before the special meeting?

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A:

The record date for the special meeting is earlier than the date of the special meeting. If you own Company common stock on the record date and transfer your shares after the record date but prior to the special meeting, you will retain your right to vote such shares of Company common stock at the special meeting. However, the right to receive the merger consideration will pass to the person to whom you transferred or sold your shares of Company common stock.

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Q:

What happens if I sell my shares of Company stock before the completion of the merger?

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A:

In order to receive the consideration specified in the merger agreement, you must hold your shares of Company stock through the completion of the merger. Consequently, if you transfer your shares of Company stock before the completion of the merger, you will have transferred your right to receive the consideration specified in the merger agreement.

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The record date for stockholders entitled to vote at the special meeting is earlier than the consummation of the merger. If you transfer your shares of Company common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting but not the right to receive the merger consideration in the merger.

Q:

How do I vote if I am a Company common stockholder of record or hold my shares in "street name"?

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A:

If you are a Company common stockholder of record, you may vote electronically during the special meeting, vote by proxy over the telephone, vote by proxy via the internet or vote by proxy card by completing, signing, dating and mailing the enclosed proxy card in the envelope provided. You may still virtually attend the special meeting and vote online during the special meeting even if you have already voted by proxy, but your previous vote by proxy will not be counted.

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If your shares of Company common stock are held in a stock brokerage account by a broker, bank or other nominee, you are considered the beneficial owner of shares held in "street name", and you should have received a Notice or voting instruction card with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the voting instruction card received from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as indicated on the Notice and instructed by your broker, bank or other nominee. "Street name" holders may vote electronically at the special meeting if they obtain a legal proxy from their broker, bank or other nominee. They must follow the instructions from their

broker, bank or other nominee included with these proxy materials, or contact their broker, bank or other nominee to request a legal proxy form. Without following the voting instructions provided by your broker, bank or other nominee, your Company common stock held in "street name" will not be voted, which will have the same effect as a vote "AGAINST" the merger agreement proposal, assuming a quorum is present, and will not have any effect on the adjournment proposal.

For more detailed instructions on how to vote using one of these methods, please see the section of this proxy statement entitled "The Special Meeting-Voting Procedures" beginning on page 34.

Whether or not you plan to virtually attend the special meeting, we urge you to vote now to ensure your vote is counted. If you hold Company common stock, you may still attend the special meeting and vote during the live webcast if you have already voted by proxy, but your previous vote by proxy will not be counted.

Q:

What will happen if I abstain from voting or fail to vote on either of the proposals?

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The approval of the merger agreement proposal requires the affirmative vote in person (including by remote participation) or by proxy, of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the matter. If you abstain from voting, fail to authorize a proxy to vote your shares or fail to vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of Company common stock that you own will not be counted and will have the same effect as a vote "AGAINST" the merger agreement proposal.

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The approval of the adjournment proposal requires the affirmative vote in person (including by remote participation) or by proxy, of the holders of a majority of shares present in person (including by remote participation) or represented by proxy at the meeting and entitled to vote on the proposal. Assuming a quorum is present at the special meeting, if you fail to vote at the special meeting (including failing to authorize a proxy to vote your shares), or fail to instruct your broker, bank, or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions are shares present at the meeting and, therefore, abstentions as to the adjournment proposal will have the same effect as a vote "AGAINST" the adjournment proposal.

Q:

What if I return a proxy card or otherwise vote but do not make specific choices?

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If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares of Company common stock will be voted in accordance with the recommendation of the Board: "FOR" the merger proposal and "FOR" the adjournment proposal.

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Q:

Can I change my vote after I have delivered my proxy?

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Yes. For the Company common stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

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you may submit another properly completed proxy card bearing a later date (which automatically revokes the earlier proxy or voting instructions) in accordance with the instructions detailed in the section of this proxy statement entitled "The Special Meeting-Voting Procedures";

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you may submit a written notice of revocation to the Company's Corporate Secretary at Monogram Technologies Inc., 3913 Todd Lane, Austin, TX 78744; or

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you may virtually attend the special meeting and vote during the live webcast. Attendance at the special meeting will not, in and of itself, constitute revocation of a previously granted proxy.

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Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If you hold your shares of Company common stock in "street name", you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy. If your shares are held of record by your broker, bank or other nominee you may change your vote by submitting

new voting instructions to your broker, bank or other nominee in accordance with their procedures. For more information, please see the section of this proxy statement entitled "The Special Meeting-Voting Procedures" beginning on page 34.

Q:

What should I do if I receive more than one set of voting materials?

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A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your Company common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Company common stock. Please submit each proxy and voting instruction card that you receive in accordance with the instructions provided in this proxy statement to ensure that all of your shares of Company common stock are voted.

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Q:

If I hold my Company stock in certificated form, should I send in my stock certificates now?

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A:

No. If you hold stock certificates representing shares of Company stock, you should not send in such certificates at this time. If and when the merger is consummated, each holder of Company stock, who holds share certificates or book-entry shares not held through the Depository Trust Corporation ("DTC"), entitled to the merger consideration will receive a letter of transmittal and instructions advising such Company stockholder how to surrender its Company stock in exchange for the merger consideration. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal. For more information, please see the section of this proxy statement entitled "The Merger-Payment for Stock" beginning on page 81.

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Q:

Am I entitled to exercise appraisal or dissenters' rights under Delaware law instead of receiving the consideration specified in the merger agreement for my Company stock?

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A:

Yes. Company stockholders of record and beneficial owners of Company common stock and Company preferred stock are entitled to exercise appraisal or dissenters' rights under Section 262 so long as they take certain actions and meet certain conditions, including that they do not consent in writing to or otherwise vote (in person or by proxy) in favor of the merger agreement proposal. For more information regarding appraisal rights, please see the section of this proxy statement entitled "The Merger-Appraisal Rights" beginning on page 62. Failure to strictly comply with Section 262 may result in your loss or waiver of, or inability to exercise, appraisal rights. You are urged to consult your legal and financial advisors before attempting to exercise such rights.

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Q:

When is the merger expected to be consummated?

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A:

We are working towards completing the merger as soon as possible, and currently expect to consummate the merger during the second half of 2025, subject to receipt of the Company stockholder approval and the required regulatory approvals and the satisfaction or waiver of the other conditions to the merger described in the merger agreement. See the section of this proxy statement entitled "The Merger Agreement-Conditions of the Merger" beginning on page 97 for additional information.

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Q:

What effect will the merger have on the Company?

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A:

If the merger is consummated, at the effective time, Merger Sub will be merged with and into the Company, with the Company surviving the merger as the surviving corporation and as a wholly-owned subsidiary of Zimmer Biomet. If the merger is consummated, Zimmer Biomet will use reasonable best efforts (and the Company will reasonably cooperate with Zimmer Biomet) to cause the securities of the Company to be delisted from the Nasdaq Capital Market and deregistered under the Exchange Act as soon as reasonably practicable following the effective time, and, accordingly, the Company's securities will no longer be publicly traded, and the Company will no longer be subject to the reporting requirements under the Exchange Act. If the merger is consummated, you will not own any shares of the capital stock of the surviving corporation.

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Q:

What are the material U.S. federal income tax consequences of the merger?

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A:

The exchange of Company stock for the merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a holder recognizes, and the timing and character of such gain or loss, depends on the U.S. federal income tax treatment of the CVRs, with respect to which there is uncertainty. We urge you to consult your own tax advisor as to the particular tax consequences to you of the receipt of cash and CVRs in exchange for Company common stock pursuant to the merger.

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Q:

What will happen to outstanding Company options in the merger?

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A:

At the effective time, each Company option that is an in the money option that is then outstanding and unexercised, whether or not vested, will be cancelled and converted into the right to receive, with respect to each share of Company common stock underlying the vested portion of such in the money option (determined after taking into account any vesting acceleration in connection with the merger) and subject to any applicable withholding taxes and other required deductions, (i) a cash payment equal to the excess of (A) the cash amount (that is, $4.04) over (B) the exercise price payable per share of Company common stock underlying such in the money option, and (ii) one CVR issued pursuant to and in accordance with the CVR agreement; provided, however, that any such in the money option with a per share exercise price that is equal to or greater than the cash amount (that is, $4.04) but less than the sum of the cash amount and the maximum CVR consideration payable pursuant to the CVR agreement (that is, $16.41) will be cancelled (and the holder shall not be entitled to any payment of the cash payment with respect thereto) and converted into the right to receive solely, in full satisfaction of the rights of such holder with respect thereto, for each share of Company common stock underlying such in the money option, one CVR issued pursuant to and in accordance with the CVR agreement (where the amount payable pursuant to the CVR agreement, if any, will be reduced by the portion of such in the money option's per share exercise price that exceeds the cash amount (that is, $4.04)).

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At the effective time, each Company option other than an in the money option that is then outstanding and unexercised, whether or not vested, will be cancelled with no consideration payable in respect thereof.

The Company may elect to accelerate the vesting of all or a portion of Company options outstanding as of immediately prior to the closing date of the merger.

For more information, please see the section of this proxy statement entitled "The Merger Agreement-Treatment of Company Options" beginning on page 80.

Q:

Is the closing of the merger subject to any conditions?

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A:

Yes. The obligations of each of the Company and Zimmer Biomet to effect the merger are subject to the satisfaction or waiver, at or prior to the closing date, of certain conditions, including each of the following:

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the receipt of the Company stockholder approval will have been obtained;

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(i) any waiting period (or any extension thereof) under the HSR Act applicable to the merger and any commitment by the parties thereof not to consummate the transactions therein before a certain date under a timing agreement shall have expired or been terminated, and (ii) any waiting period, clearance or affirmative approval of any Specified Antitrust Authority (as defined in the merger agreement) (other than under the HSR Act) with respect to the transactions described in the merger agreement shall have been obtained and any mandatory waiting period related thereto shall have expired or been terminated; and

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there shall not have been issued by any governmental body of competent jurisdiction, and remain in effect, any temporary restraining order, preliminary or permanent injunction or other order, directive, judgment, decree or ruling preventing the consummation of the merger, nor shall any law or order have been promulgated, entered, enforced, enacted, issued or deemed applicable to the merger by any governmental body which, directly or indirectly, prohibits or makes the consummation of the merger illegal.

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In addition, each party's obligation to effect the merger is subject to, among other things, the accuracy, truthfulness and correctness of certain representations and warranties of the other party, subject to certain materiality qualifications, and the compliance or performance by such other party in all material respects with its obligations required to be complied with or performed at or prior to the effective time.

For more information, please see the section of this proxy statement entitled "The Merger Agreement-Conditions of the Merger" beginning on page 97.

Q:

What happens if the merger is not consummated?

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A:

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason and the merger agreement is terminated, Company stockholders will not receive any payment for their shares of Company stock in connection with the merger. Instead, the Company will remain an independent public company, the Company stock will continue to be listed and traded on the Nasdaq Capital Market, the securities of the Company will continue to be registered under the Exchange Act and Company stockholders will continue to own their shares of Company stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company stock.

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Under certain circumstances, if the merger agreement is terminated, the Company will be required to pay Zimmer Biomet a termination fee equal to $11 million. For more information, please see the section of this proxy statement entitled "The Merger Agreement-Company Termination Fee" beginning on page 100.

Q:

Does the Company participate in householding?

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A:

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more Company stockholders sharing the same address and Company stockholders that maintain more than one stockholder account on the books of our transfer agent by delivering a single proxy statement addressed to those Company stockholders. This procedure, which is commonly referred to as "householding", potentially means extra convenience for Company stockholders and cost savings for companies.

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Brokers with account holders who are Company stockholders may be "householding" our proxy materials. A single proxy statement may be delivered to multiple Company stockholders sharing an address unless contrary instructions have been received from the affected Company stockholders. Once you have received notice from your broker that it will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in "householding".

If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate proxy statement, you may (i) notify your broker, (ii) direct your written request to: 3913 Todd Lane, Austin, TX 78744 or (iii) request them from the Company by calling (512) 399-2656. Company stockholders who currently receive multiple copies of this proxy statement at their address and would like to request "householding" of their communications should contact their broker.

Q:

Should I send evidence of ownership now?

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No. If your shares of Company stock are held in "street name" by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the consideration specified in the merger agreement.

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Q:

Where can I find the voting results of the special meeting?

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A:

The preliminary voting results for the special meeting are expected to be announced at the special meeting. In addition, within four business days following certification of the final voting results, the

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Company will file the final voting results of the special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

Q:

Who will solicit and pay the cost of soliciting proxies?

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A:

The Company will bear all expenses incurred in connection with the solicitation of proxies. The Company has engaged Okapi Partners LLC to assist in the solicitation of proxies for the special meeting. The Company expects to pay Okapi Partners LLC a fee of up to $25,000, plus certain costs associated with additional services as necessary and Okapi Partners LLC will be reimbursed for certain out-of-pocket fees and expenses. The Company will reimburse brokers, fiduciaries, and custodians for their costs in forwarding proxy materials to beneficial owners of Company stock. The Company's directors, officers, and employees also may solicit proxies by mail, telephone, and personal contact. They will not receive any additional compensation for these activities. The Company will send proxy materials or additional soliciting materials to banks, brokers, other institutions, nominees, and fiduciaries, and these organizations will then forward the materials to the beneficial holders of our shares. On request, the Company will reimburse these organizations for their reasonable expenses in forwarding these materials.

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Q:

What should I do now?

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A:

You should read this proxy statement carefully and in its entirety, including the merger agreement (including the form of CVR agreement that is an exhibit thereto) along with the annexes of this proxy statement and all other documents that we refer to in this proxy statement, as they contain important information about, among other things, the merger and how it affects you. Then, return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the internet as soon as possible so that your shares will be voted in accordance with your instructions.

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Q:

Who can help answer my questions?

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A:

If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact our proxy solicitor:

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1212 Avenue of the Americas, 17th Floor
New York, New York 10036
Banks and Brokers Call: (212) 297-0720
Stockholders and All Others Call Toll Free: (888) 785-6673
Email: [email protected]

If your broker, bank or other nominee holds your shares of Company common stock, you should also call your broker, bank or other agent for additional information.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company, which involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate", "estimate", "believe", "continue", "could", "intend", "may", "plan", "potential", "predict", "should", "will", "expect", "are confident that", "objective", "projection", "forecast", "goal", "guidance", "outlook", "effort", "target", "would" or the negative of these terms or other comparable terms. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and similar expressions or variations that are intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding the proposed merger and related matters; the expected timetable for completing the proposed merger; prospective performance and opportunities; general business outlook; filings and approvals relating to the proposed merger; the ability to complete the proposed merger considering the various closing conditions; and any assumptions underlying any of the foregoing.

These forward-looking statements are based on certain assumptions and analyses made by the Company in light of the Company's experience and the Company's perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. These forward-looking statements also are based on the current expectations and beliefs of the management of the Company and are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, among other things, (i) risks related to the satisfaction of the conditions to closing the merger (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to whether the Company stockholders will approve the merger and the possibility that the merger does not close; (ii) risks related to the possibility that competing offers or acquisition proposals for the Company will be made; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including in circumstances which would require the Company to pay a termination fee; (iv) risks related to the ability to realize the anticipated benefits of the merger, including the possibility that the expected benefits from the merger will not be realized or will not be realized within the expected time period; (v) the risk that the businesses will not be integrated successfully; (vi) risks relating to changing demand for the Company's existing products; (vii) risks relating to the achievement, in part or at all, of the revenue and other milestones necessary for the payment of any CVRs; (viii) disruption from the merger making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, agents or agencies, and the Company's ability to attract, motivate or retain key executives, employees and other associates; (ix) risks related to the merger diverting the Company's management's attention from ongoing business operations; (x) negative effects of this announcement or the consummation of the merger on the market price of the Company common stock and on the Company's operating results; (xi) significant transaction costs; (xii) unknown liabilities; (xiii) the risk of litigation, including stockholder litigation, and/or regulatory actions, including any conditions, limitations or restrictions placed on approvals by any applicable governmental entities, related to the merger; and (xiv) (A) other risks and uncertainties discussed in the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q (in particular, the risk factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in such Annual Reports and Quarterly Reports) and (B) other risk factors identified from time to time in other filings with the SEC. Filings with the SEC are available on the SEC's website at www.sec.gov. See the section of this proxy statement entitled "Where You Can Find Additional Information" beginning on page 119.

The list of factors that may affect actual results and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these forward-looking statements as the result of new information or to reflect events or circumstances after the date of this communication or to reflect actual

outcomes, expect as required by law, and expressly disclaim any obligation to revise or update any forward-looking statement to reflect future events or circumstances. Company stockholders are advised to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

All information contained in this proxy statement exclusively concerning Zimmer Biomet, Merger Sub and their affiliates has been supplied by Zimmer Biomet and Merger Sub and has not been independently verified by us.

THE PARTIES

Monogram Technologies Inc.

The Company was originally incorporated under the laws of the State of Delaware on April 21, 2016, as "Monogram Arthroplasty Inc." On March 27, 2017, the Company changed its name to "Monogram Orthopaedics Inc." On May 15, 2024, the Company changed its name from Monogram Orthopaedics Inc. to "Monogram Technologies Inc." Monogram Technologies is an AI-driven robotics company focused on improving human health, with an initial focus on orthopedic surgery. The Company has developed a next-generation surgical robot to enable placement of orthopedic implants, aiming to leverage advanced machine vision, augmented reality and machine learning ("AI"). The Company's AI capabilities are largely developed internally using static datasets, while certain R&D efforts integrate externally sourced AI models to complement its internal development. The Company has an FDA cleared surgical robot that can execute specialized paths for high precision insertion of implants in simulated cadaveric surgeries. The Company intends to produce and market robotic surgical equipment and related software, orthopaedic implants, tissue ablation tools, navigation consumables, and other miscellaneous instrumentation necessary for reconstructive joint replacement procedures. The Company has obtained 510(k) clearances for certain implants and has obtained 510(k) premarket clearance for the mBôs™ TKA System, the Company's first-generation robotic system for which its implants are designed for use. The Company's principal executive offices are located at 3913 Todd Lane, Austin, TX 78744 and its telephone number is (512) 399-2656. Shares of Company common stock are listed on the Nasdaq Capital Market under the trading symbol "MGRM".

Zimmer Biomet Holdings, Inc.

Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. Zimmer Biomet designs, manufactures and markets orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; craniomaxillofacial and thoracic products; surgical products; and a suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence. Its products and solutions help treat patients suffering from disorders of, or injuries to, bones, joints or supporting soft tissues and it has operations in more than 25 countries around the world, selling products in more than 100 countries. Zimmer Biomet's principal executive offices are located at 345 East Main Street, Warsaw, Indiana 46580 and its telephone number is (574) 373-3333. Shares of Zimmer Biomet's common stock are listed on NYSE under the trading symbol "ZBH".

Honey Badger Merger Sub, Inc.

Merger Sub was formed on July 2, 2025 as a Delaware corporation, solely for the purpose of entering into the merger agreement and related agreements and consummating the transactions contemplated by the merger agreement. Merger Sub has not conducted any business other than in connection with its formation and the transactions contemplated by the merger agreement. Merger Sub is a direct, wholly-owned subsidiary of Zimmer Biomet. Upon consummation of the merger, Merger Sub will cease to exist. Merger Sub's principal executive offices are located at 345 East Main Street, Warsaw, Indiana 46580 and its telephone number is (574) 373-3333.

THE SPECIAL MEETING

We are furnishing this proxy statement to the Company stockholders as part of the solicitation of proxies by the Board for exercise at the special meeting and at any postponements or adjournments thereof.

Date, Time and Place

The special meeting of Company common stockholders will be held on September 30, 2025, at 1:00 p.m., Eastern Time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. Company common stockholders will be able to virtually attend and vote at the special meeting by visiting www.monogram.vote and using the 16-digit control number included in the proxy materials. Company common stockholders are entitled to virtually attend the special meeting; however, you will only be entitled to vote at the special meeting if you were a stockholder of record at the close of business on August 14, 2025, the record date for the special meeting, or if you were a beneficial owner of Company common stock as of the record date.

Purpose of the Special Meeting

The special meeting is being held for the following purposes:

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to consider and vote on the merger agreement proposal; and

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to consider and vote on the adjournment proposal.

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A copy of the original merger agreement is attached as Annex A and a copy of the merger agreement amendment is attached as Annex D, each of which are attached to this proxy statement and each of which we incorporate by reference into this proxy statement.

Recommendation of the Board

The Board has carefully reviewed and considered the terms and conditions of the merger agreement, the CVR agreement and the transactions contemplated by the merger agreement and the CVR agreement, including the merger. The Board unanimously (i) determined that the merger agreement, the CVR agreement and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved (including for purposes of Section 203 of the DGCL) the execution, delivery and performance by the Company of the merger agreement and the consummation of the transactions, including the merger, (iii) authorized the submission of a proposal to adopt the merger agreement to the Company stockholders entitled to vote thereon at the special meeting for adoption thereof and (iv) recommended that the Company stockholders approve the adoption of the merger agreement, subject to the right of the Board to withdraw or modify its recommendation in accordance with the terms of the merger agreement.

Accordingly, the Board recommends a vote "FOR" the merger agreement proposal and "FOR" the adjournment proposal.

For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled "The Merger-Reasons for the Merger" beginning on page 49.

Registering for the Special Meeting

Stockholders of Record

If, at the close of business on August 14, 2025, you were a record holder of Company common stock (in other words, if your Company common stock were registered directly in your name with the transfer agent, Equity Stock Transfer, LLC), you may vote at the special meeting or vote by proxy. You do not need to register to virtually attend and participate in the special meeting. You may virtually attend and participate by accessing www.monogram.vote and selecting "I have a Control Number". Enter the 16-digit control number shown on your proxy card.

Beneficial ("Street Name") Stockholders

If at the close of business on August 14, 2025, you were the beneficial owner of Company common stock held in "street name" (in other words, if your Company common stock is held in the name of your broker, bank or other nominee), the proxy materials should be forwarded to you by your broker, bank or other nominee. The broker, bank or other nominee is considered the stockholder of record for purposes of voting your shares at the special meeting. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares of Company common stock by following their instructions for voting. You are also invited to virtually attend the special meeting. "Street name" holders may vote online at the special meeting only if they obtain a 16-digit control number from their broker, bank, or other nominee (typically found on their voting instruction form). If you hold your shares of Company common stock in street name and want to participate in the special meeting but did not receive a 16-digit control number, you must contact your broker, bank or other nominee for instructions to access the meeting.

Record Date and Stockholders Entitled to Vote

Only Company common stockholders of record at the close of business on August 14, 2025, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were 40,632,367 shares of Company common stock outstanding and entitled to vote. Each Company common stockholder is entitled to one vote per share of Company stock held by such Company common stockholder on the record date on each of the proposals presented in this proxy statement. Holders of Company preferred stock do not have the right to vote their preferred shares on the proposals included in this proxy statement.

At the special meeting and for 10 days prior to the special meeting, the names of Company common stockholders entitled to vote at the special meeting will be available for inspection by any Company stockholder for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, at the Company's principal executive offices located at 3913 Todd Lane, Austin, TX 78744, by contacting the Corporate Secretary of the Company. Participating Company common stockholders who log on to the special meeting using their 16-digit control number will be able to examine the stockholder list during the special meeting by following the instructions provided on the meeting website at www.monogram.vote.

Quorum

The presence, in person or by proxy, at the special meeting of the stockholders entitled to cast at least one third of the votes that all stockholders are entitled to cast on a particular matter, constitutes a quorum for the purpose of considering the matter at the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. Abstentions and broker non-votes will be counted toward the quorum requirement. If a quorum is not present or represented by proxy at the special meeting, then the stockholders entitled to vote at the special meeting, present in person (including by remote communication) or represented by proxy, have the power to adjourn the special meeting from time to time until a quorum is present or represented. At such adjourned special meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the special meeting as originally noticed. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company common stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

Vote Required

Approval of the Merger Agreement Proposal

The approval of the merger agreement proposal requires the affirmative vote, in person (including by remote participation) or by proxy, of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the matter. Under Delaware law and the merger agreement, the receipt of

such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder's behalf) and broker non-votes will have the same effect as a vote "AGAINST" the merger agreement proposal.

Approval of the Adjournment Proposal

The approval of the adjournment proposal requires the affirmative vote, in person (including by remote participation) or by proxy, of the holders of a majority of the shares present in person (including by remote participation) or represented by proxy at the meeting and entitled to vote on such proposal at the special meeting (whether or not a quorum is present). Assuming a quorum is present at the special meeting, failures to vote (including a failure to authorize a proxy to vote on a Company common stockholder's behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. Abstentions are shares present at the meeting and, therefore, abstentions as to the adjournment proposal will have the same effect as a vote "AGAINST" the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the adjournment proposal is not a condition to the consummation of the merger. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

A broker "non-vote" occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other "routine" items and submits votes for those matters. Because none of the proposals to be voted on at the special meeting is a routine matter for which nominees may have discretionary authority to vote, the Company does not expect any broker non-votes at the special meeting. If there are any broker non-votes, they would have the effect of a vote "AGAINST" the merger agreement proposal and have no effect on the adjournment proposal.

Voting Procedures

Whether or not you plan to virtually attend the special meeting and regardless of the number of shares of Company common stock you own, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly.

If, at the close of business on August 14, 2025, you were a record holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Equity Stock Transfer, LLC) to ensure that your shares of Company common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to virtually attend the special meeting, using one of the following three methods.

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Voting by Mail: To vote by mail using a proxy card, please complete, sign, date and mail the enclosed proxy card in the envelope provided. If you return your signed proxy card to us before the special meeting, we will vote your shares as you direct. For your mailed proxy card to be counted, we must receive it before the start of the special meeting on September 30, 2025.

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Voting by Telephone: To vote by telephone, dial the toll-free number on the enclosed proxy card or voting instruction form using a touch-tone phone and follow the recorded instructions. Have your proxy available when you call. You will be asked to provide the 16-digit control number from the enclosed proxy card or voting instruction form. Your telephone vote must be received by 11:59 p.m. Eastern time on September 29, 2025, the day before the special meeting, to be counted.

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Voting via the Internet: To vote via the internet, go to the website listed on the enclosed proxy card or voting instruction form and follow the on-screen instructions. Your internet vote must be received by 11:59 p.m. Eastern time on September 29, 2025, the day before the special meeting, to be counted.

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You may also vote by virtually attending the special meeting and voting during the live webcast.

If, at the close of business on August 14, 2025, you were the beneficial owner of Company common stock held in "street name" (in other words, if your Company common stock is held in the name of your broker, bank or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the proxy card received from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. "Street name" holders may vote online at the special meeting only if they obtain a 16-digit control number from their broker, bank or other nominee (typically found on their voting instruction form). If you hold your shares in street name and want to participate in the special meeting but did not receive a 16-digit control number, you must contact your broker, bank or other nominee for instructions to access the meeting. Without following the voting instructions provided by your broker, bank or other nominee, your shares of Company common stock held in "street name" will not be voted, which will have the same effect as a vote "AGAINST" the merger agreement proposal and will not have any effect on the adjournment proposal.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Okapi Partners LLC, which is acting as the Company's proxy solicitation agent in connection with the merger, toll-free at + 1 (888) 785-6673 or via email at [email protected].

How Proxies Are Voted

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a holder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies therein will vote in favor of the merger agreement proposal and the adjournment proposal.

Revocation of Proxies

For Company common stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

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You may submit another properly completed proxy card bearing a later date (which automatically revokes the earlier proxy and voting instructions) in accordance with the instructions detailed in the section above titled "Voting Procedures";

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You may submit a written notice of revocation to the Company's Corporate Secretary at Monogram Technologies Inc., 3913 Todd Lane, Austin, TX 78744; or

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You may virtually attend the special meeting and vote during the live webcast. Attendance at the special meeting will not, in and of itself, constitute revocation of a previously granted proxy.

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Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If you hold your shares of Company common stock in "street name", you will need to revoke or resubmit your proxy in accordance with the instructions provided by your broker, bank or other nominee. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). In order to virtually attend the special meeting and vote during the webcast, which will have the same effect as revoking any previously submitted voting instructions, follow the instructions provided by your broker, bank or other nominee for purposes of virtually attending and participating in the special meeting.

Solicitation of Proxies

The Company will bear all expenses incurred in connection with the solicitation of proxies, including the expense of preparing, printing and distributing the proxy statement. The Company will reimburse brokers, fiduciaries, and custodians for their costs in forwarding proxy materials to beneficial owners of

Company common stock. The Company's directors, officers, and employees also may solicit proxies by mail, telephone, and personal contact. They will not receive any additional compensation for these activities. The Company will send proxy materials or additional soliciting materials to banks, brokers, other institutions, nominees, and fiduciaries, and these organizations will then forward the materials to the beneficial holders of our shares. On request, the Company will reimburse these organizations for their reasonable expenses in forwarding these materials

The Company has engaged Okapi Partners LLC to assist in the solicitation of proxies for the special meeting. The Company expects to pay Okapi Partners LLC a fee of up to $25,000, plus certain costs associated with additional services as necessary and Okapi Partners LLC will be reimbursed for certain out-of-pocket fees and expenses.

Adjournments

If a quorum is not present or represented at the special meeting then the stockholders entitled to vote at the special meeting, present in person, or by remote communication or represented by proxy, have the power to adjourn the special meeting from time to time until a quorum is present or represented without notice, provided that the time and place of the adjourned meeting, if any, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company common stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting.

Voting by Company Directors, Executive Officers and Principal Securityholders

As of August 14, 2025, the directors and executive officers of the Company beneficially owned in the aggregate 7,838,263 shares of Company common stock, or approximately 19.29% of the outstanding shares of Company common stock.

As described in the section of this proxy statement entitled "Voting Agreement" beginning on page 111, certain stockholders of the Company have committed to vote in favor of the approval of the merger agreement proposal. Although none of the other directors or executive officers are obligated to vote to approve the merger agreement proposal, we currently expect that each of these individuals will vote all of his or her shares of Company common stock "FOR" each of the proposals to be presented at the special meeting.

The specified stockholders entered into voting agreements with Zimmer Biomet and Merger Sub pursuant to which specified stockholders of the Company agreed, among other things, to vote or cause to vote all subject shares (i) in favor of the adoption and approval of the merger agreement and the approval of the merger; (ii) against any acquisition proposal; and (iii) against any other action that is intended or would reasonably be expected to materially impede, interfere with or delay the consummation of the merger or any of the other transactions contemplated by the merger agreement; so long as the merger agreement is not amended or modified without the prior written consent of the Company stockholders in such a way as to reduce the amount, change the form or otherwise adversely affect the consideration payable to any of the Company stockholders pursuant to the merger agreement. The subject shares represent approximately 24.01% of the total outstanding voting power of the Company common stock as of the record date. The voting agreements will terminate if the merger agreement is terminated. For additional information on the voting agreements, please see the section of this proxy statement entitled "Voting Agreement" beginning on page 111.

Appraisal Rights

If the merger is consummated, holders of record and beneficial owners of shares of Company common stock who do not vote in favor of the merger agreement proposal and the beneficial owners of shares of Company common stock and Company preferred stock who do not wish to accept the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, will have

the right to demand an appraisal of their shares of Company stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive an amount in cash equal to the fair value of their shares of Company stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value in lieu of receiving the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable. The "fair value" of your shares of Company stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, that you are otherwise entitled to receive under the merger agreement. These rights are known as "appraisal rights". This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Stockholders and beneficial owners who properly demand, and do not otherwise lose, withdraw or waive, appraisal rights under Section 262 will not receive the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, they would otherwise be entitled to receive pursuant to the merger agreement. Instead, they will receive an amount determined to be the "fair value" of their shares of Company stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company stock determined under Section 262 could be more than, the same as or less than the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company stock who (i) continuously holds or beneficially owns such shares on and from the date of the making of the demand through the effective time, (ii) properly submits a written demand for appraisal of their applicable shares of Company stock to the Company before the vote is taken on the merger agreement proposal at the special meeting, (iii) has not consented in writing to or otherwise voted in favor of the merger (including by executing and returning a proxy) or otherwise withdrawn, lost or waived appraisal rights, (iv) strictly complies with all other procedures for exercising appraisal rights under Section 262, (v) does not thereafter fail to perfect or effectively withdraw his, her or its demand for appraisal of such shares or otherwise lose his, her or its rights to seek appraisal and (vi) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner's beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled "The Merger-Appraisal Rights"), will be entitled to have their shares of Company stock appraised by the Delaware Court and to receive payment in cash of the fair value of his, her or its shares of Company stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value from the effective time of the merger through the date of payment of the judgment. The summary included herein does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of a person's appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, under the merger agreement.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its

legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled "The Merger-Appraisal Rights" beginning on page 62.

Other Matters

Pursuant to the DGCL and the Company's bylaws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

Assistance

If you have any questions or need assistance in completing your proxy card or have questions regarding the special meeting, please contact Okapi Partners LLC, which is acting as the Company's proxy solicitation agent in connection with the merger, toll-free at + 1 (888) 785-6673 or via email at [email protected].

PROPOSAL 1: MERGER AGREEMENT PROPOSAL

We are asking Company common stockholders to vote on a proposal to adopt the merger agreement. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement entitled "The Merger" and "The Merger Agreement" beginning on pages 41 and 78, respectively. A copy of the original merger agreement is attached as Annex A and a copy of the merger agreement amendment is attached as Annex D, each of which are attached to this proxy statement and each of which we incorporate by reference into this proxy statement. You are urged to read the merger agreement carefully and in its entirety. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

The approval of the merger agreement proposal requires the affirmative vote in person (including by remote participation) or by proxy of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the matter. Abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company common stockholder's behalf) and broker non-votes will have the same effect as a vote "AGAINST" the merger agreement proposal.

The Board unanimously recommends a vote "FOR" the approval of the merger agreement proposal.

PROPOSAL 2: ADJOURNMENT PROPOSAL

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary, to obtain additional votes to approve the merger agreement proposal. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger agreement proposal.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the adjournment proposal is not a condition to the consummation of the merger.

The Company is asking you to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger agreement proposal at the time of the special meeting.

The approval of the adjournment proposal requires the affirmative vote in person (including by remote participation) or by proxy, of the holders of a majority of shares present in person (including by remote participation) or represented by proxy at the meeting and entitled to vote on such proposal at the special meeting (whether or not a quorum is present). Assuming a quorum is present at the special meeting, failures to vote (including a failure to authorize a proxy to vote on a Company common stockholder's behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. Abstentions are shares present at the meeting and, therefore, abstentions as to the adjournment proposal will have the same effect as a vote "AGAINST" the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The Board unanimously recommends a vote "FOR" the approval of the adjournment proposal.

THE MERGER

Overview

The Company is seeking the adoption by the Company common stockholders of the merger agreement the Company entered into on July 11, 2025 with Zimmer Biomet and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Zimmer Biomet. The Board has unanimously approved and declared advisable the merger agreement, the CVR agreement and the transactions contemplated by the merger agreement and the CVR agreement, including the merger, and unanimously recommends that Company common stockholders vote to adopt the merger agreement.

Background of the Merger

The Company's management team and the Board regularly review the Company's performance and prospects in light of its business and developments in the medical device industry, orthopedic segment and the macroeconomic environment. These reviews have included consideration, from time to time, of potential strategic transactions to enhance stockholder value, including potential sale or merger transactions. Such reviews have been accompanied by periodic conversations between executives of the Company and their counterparts at other companies in the medical device industry and orthopedic segment regarding such potential transactions and opportunities.

From time to time, Mr. Benjamin Sexson, Chief Executive Officer of the Company, engaged in discussions with senior executives in the medical device industry and orthopedic segment to discuss the medical device industry, orthopedic segment, the macroeconomic environment and the potential for strategic transactions between the Company and other companies in the industry.

On April 9, 2024, Mr. Sexson and other members of Company management met with the Chief Executive Officer of Zimmer Biomet at an introductory meeting. The purpose of the meeting was limited to general introductions and a high-level discussion of the orthopedic industry. No transaction-related matters were discussed.

Between the introductory meeting and May 9, 2024, there were intermittent communications between representatives of the Company and representatives of Zimmer Biomet, including, on April 30, 2024, when representatives from the Company performed a demo lab for representatives of Zimmer Biomet.

On May 9, 2024, the Company and Zimmer Biomet entered into a Mutual Confidential Information Disclosure Agreement. Between May 2024 and November 2024, the Company began providing Zimmer Biomet with preliminary diligence materials, including a series of product demonstrations. These included six simulated surgical demonstrations observed by representatives of Zimmer Biomet.

On December 8, 2024, the Company and Wells Fargo Securities, LLC ("Wells Fargo") initiated discussions regarding a potential engagement as the Company's financial advisor in connection with a possible sale of the Company or other strategic transaction.

On December 10, 2024, Zimmer Biomet submitted a non-binding letter of intent to acquire 100% of the outstanding equity interests in the Company for total consideration of up to $391 million, consisting of $4.34 per share in cash and up to $3.94 per share in non-tradeable contingent value rights ("CVRs") (collectively, the "December 10 Proposal").

On December 11, 2024, the Company and Wells Fargo executed a non-disclosure agreement for Wells Fargo to receive confidential information from the Company. During December 2024, Mr. Sexson held numerous conversations with other members of the Board, including Douglas Unis, the Company's founder, Chief Medical Officer and Board member, to discuss the potential transaction with Zimmer Biomet. On December 18, 2024, Mr. Sexson and representatives of Wells Fargo held a call, to discuss, among other things, the December 10 Proposal and potential next steps. That same day, Mr. Sexson proposed to the Board that the Company engage Wells Fargo as the Company's financial advisor to support any further negotiations with respect to a potential strategic transaction. Mr. Sexson also informed the Board of Zimmer Biomet's

December 10 Proposal, including by forwarding the terms of the December 10 Proposal to the Board and communicating concerns regarding the adequacy of such proposal from a valuation standpoint. Mr. Sexson provided an opportunity for the Board to give alternative direction to Mr. Sexson. The Company then authorized Wells Fargo to communicate to Zimmer Biomet on December 19, 2024 the Company's concerns with the adequacy of the December 10 Proposal, urging improvements to the upfront value and suggesting further alignment of the CVR milestones with the Company's current business plan.

On December 23, 2024, representatives of Zimmer Biomet and representatives of Wells Fargo held a call, during which Zimmer Biomet verbally submitted a revised non-binding indication of interest to acquire 100% of the outstanding equity interests in the Company for total consideration of up to $425 million (consisting of $5.00 per share in cash and up to $3.95 in a series of non-tradeable CVRs). Later on December 23, 2024, Mr. Sexson, Dr. Unis and representatives of Wells Fargo held a call to discuss the updated proposal.

On December 24, 2024, Zimmer Biomet submitted a written non-binding letter of intent that memorialized the verbal terms provided on the December 23, 2024 call between representatives of Zimmer Biomet and representatives of Wells Fargo (the "December 24 Proposal"). Later that day, Mr. Sexson also informed the Board of the December 24 Proposal, including by forwarding the terms of the December 24 Proposal to the Board. Mr. Sexson again communicated to the Board concerns regarding the adequacy of such proposal from a valuation standpoint, and provided an opportunity for the Board to give alternative direction to Mr. Sexson.

On December 27, 2024, Wells Fargo provided to the Board a disclosure statement identifying prior and current engagements and relationships between Wells Fargo and Zimmer Biomet, the Company and their respective affiliates. At that time, the Board agreed to enter into an indemnification agreement with Wells Fargo in connection with a potential strategic transaction. That same day, Mr. Sexson and other members of Company management, representatives of Wells Fargo and representatives of outside corporate counsel to the Company, Duane Morris LLP ("Duane Morris"), held a call to discuss Zimmer Biomet's December 24 Proposal, the Company's proposed response, and possible next steps in the process, including the Company authorizing Wells Fargo to inform Zimmer Biomet that the Company was unwilling to proceed with a potential transaction on the terms set forth in the December 24 Proposal.

On December 30, 2024, representatives of Wells Fargo held a call with representatives of Zimmer Biomet to discuss the December 24 Proposal and informed Zimmer Biomet of the Company's unwillingness to proceed on the basis of the terms set forth in the December 24 Proposal.

On January 9, Mr. Sexson spoke with representatives of Zimmer Biomet to further discuss the December 24 Proposal. From January 9 until early March 2025, representatives of Zimmer Biomet and representatives of the Company held periodic discussions regarding further Company developments with respect to the Company's products.

On March 4, 2025, Mr. Sexson, representatives of Zimmer Biomet and representatives of Wells Fargo met at the Company's headquarters in Austin, Texas for an additional product demonstration. During such meeting, representatives of Zimmer Biomet informed the Company of Zimmer Biomet's continuing consideration of a potential strategic transaction with the Company.

Later that same day, the Board met virtually with members of Company management and representatives of Wells Fargo in attendance. Company management briefed the Board on the discussions with representatives of Zimmer Biomet held earlier that day.

On March 17, 2025, the Company received FDA 510(k) clearance for its semi-autonomous robotic system. Shortly after the announcement, representatives of Zimmer Biomet notified representatives of Wells Fargo that Zimmer Biomet anticipated retaining a financial advisor to support its further evaluation of a potential strategic transaction with the Company.

In light of Zimmer Biomet's stated interest in further evaluating a potential strategic transaction, as well as the market's reaction to the Company's receipt of the FDA 510(k) clearance, the Board authorized Wells Fargo to reach out to a list of potential counterparties, which included seven potential strategic acquirors (other than Zimmer Biomet), which was communicated to representatives of Wells Fargo by Mr. Sexson

on a call on March 17. Such list of potential counterparties included parties with whom the Company had previously discussed potential strategic transactions and other parties which, based on their presence in the medical device industry, the Board and Wells Fargo believed could be potentially interested in a potential strategic transaction with the Company. Representatives of the Company and Wells Fargo discussed the potential of a financial sponsor's interest in a sale transaction, and concluded that a strategic buyer would likely elicit a higher potential transaction value.

From March 18, 2025 through March 21, 2025, representatives of Wells Fargo contacted representatives of the selected strategic counterparties, which we refer to as Party A, Party B, Party C, Party D, Party E, Party F and Party G, regarding a potential acquisition opportunity in the ortho-robotics segment, in each case on behalf of the Company and on a confidential basis, to determine if such parties would be interested in exploring a potential strategic transaction with the Company. Out of these seven parties, only Party C signed a non-disclosure agreement with the Company, which was fully executed on March 23, 2025, and which contained a customary standstill provision. Party D, Party F and Party G each communicated to Wells Fargo that it would pass on the potential strategic transaction. Party B declined to respond following the initial communications it had with Wells Fargo. Additionally, following initial discussions with Party A and Party E, Wells Fargo followed up with each party, including sending Party A the Company's corporate presentation, but both parties declined to respond.

On April 7, 2025, representatives of Party C met with representatives of the Company at the Company's headquarters in Austin, Texas for a technology demonstration. The next day, representatives of the Company provided an in-person management presentation to representatives of Party C with respect to the Company's business and its products. Over the remainder of April 2025, Party C continued its diligence review of the Company.

On April 14, 2025, representatives of Morgan Stanley & Co. LLC ("Morgan Stanley"), which was serving as Zimmer Biomet's financial advisor with respect to a potential strategic transaction with the Company, had a call with representatives of Wells Fargo to express Zimmer Biomet's continued interest in a potential strategic transaction with the Company, and, on April 17, 2025, Mr. Sexson received a call from representatives of Zimmer Biomet to also express such continued interest.

On April 24, 2025, the Company received regulatory approval from India's Central Drugs Standard Control Organization to import its mBôs™ TKA System into India for clinical trials. Representatives of Wells Fargo contacted representatives of Party C to discuss such approval and to confirm Party C's continued interest in a potential strategic transaction with the Company.

On April 30, 2025, representatives of Party C met with representatives of the Company in New York, New York to observe surgeries utilizing the Company's semi-autonomous robotic system and to further assess such system.

On May 5, 2025, Zimmer Biomet presented a revised verbal non-binding indication of interest to acquire 100% of the outstanding equity interests in the Company for total consideration of up to $750 million (consisting of $3.32 per share in cash and up to $11.83 per share in a series of non-tradeable CVRs) (the "May 5 Proposal"). Representatives of the Company engaged in periodic calls from April through June 2025 with representatives of Party C to discuss Party C's continued interest in a potential strategic transaction with the Company.

On May 8, 2025, the Board held a virtual meeting with members of Company management in attendance to discuss, among other things, Zimmer Biomet's May 5 Proposal. At such meeting, members of Company management presented for the Board the Company's long-term financial forecast (the "Company Forecasts"), noting that if such forecasts were approved by the Board, Wells Fargo would use such forecasts for the purpose of its financial analysis of the Company's standalone value. The Board discussed with Company management and its advisors the assumptions underlying the Company Forecasts, including the Company's timeline to profitability and long-term revenue growth potential. The Board was also presented with the market check that was completed by Wells Fargo and was informed by representatives of Wells Fargo that Zimmer Biomet and Party C were the only bidders that expressed interest in a potential strategic transaction. The Board determined that the market check was sufficient and appropriate under the circumstances to ascertain market interest. The next day, representatives of Wells Fargo provided, on behalf of the Company,

several clarifying questions to Zimmer Biomet and Morgan Stanley regarding the May 5 Proposal, to which representatives of Zimmer Biomet subsequently provided responses. Representatives of the Company engaged in further discussions with representatives of each of Zimmer Biomet on a regular basis throughout May and June 2025.

On May 13, 2025, the Company and Wells Fargo entered into an engagement letter, formalizing their relationship.

On May 15, 2025, representatives of Wells Fargo, Mr. Sexson, representatives of Zimmer Biomet and representatives of Morgan Stanley held a call in which the May 5 Proposal was discussed, including clarification and negotiation of the CVRs included in the May 5 Proposal and discussions regarding due diligence matters. Over the course of the week, representatives of Wells Fargo also followed up with representatives of Party C regarding its interest in a potential strategic transaction with the Company. Representatives of Party C confirmed to representatives of Wells Fargo that Party C remained interested in pursuing a potential strategic transaction with the Company.

On May 20, 2025, the Board held a virtual meeting with members of Company management and representatives of Duane Morris and Wells Fargo in attendance. Representatives of Wells Fargo presented preliminary discussion materials regarding, among other things, the Company's standalone value and the May 5 Proposal. Representatives of Duane Morris reviewed with the members of the Board their fiduciary duties under Delaware law and other legal matters in the context of a review of a potential sale transaction. Following the discussions, the Board directed certain members of the management team and representatives of Wells Fargo to negotiate with representatives of Zimmer Biomet and representatives of Morgan Stanley to increase the merger consideration and clarify certain CVR milestone terms.

On May 21, 2025, representatives of Wells Fargo called representatives of Zimmer Biomet and Morgan Stanley to deliver a counterproposal of up to $177 million, consisting of $4.00 per share in cash and up to $11.07 per share in a series of non-tradeable CVRs (the "May 20 Counterproposal"). On May 22, 2025, representatives of Zimmer Biomet and representatives of Wells Fargo spoke again to clarify the terms of the May 20 Counterproposal and the proposed CVR structure.

On May 23, 2025, representatives of Morgan Stanley delivered an initial diligence request list to representatives of the Company.

On May 29, 2025, representatives of Party C informed representatives of the Company that Party C had engaged a financial advisor to assist Party C in evaluating the potential strategic transaction with the Company.

On May 30, 2025, representatives of Zimmer Biomet held a call with Mr. Sexson to discuss Zimmer Biomet's continued interest in a potential strategic transaction with the Company and the request by Zimmer Biomet that the Company enter into an exclusivity arrangement with Zimmer Biomet. That same day, representatives of Wells Fargo held separate calls with representatives of each of Morgan Stanley and Party C's financial advisor to discuss Zimmer Biomet's and Party C's continued interest and next steps. Later that day, Zimmer Biomet submitted a revised non-binding letter of intent to acquire 100% of the outstanding equity interests in the Company for total consideration of up to $750 million (consisting of $4.00 per share in cash and $11.07 per share in a series of non-tradeable CVRs) (the "May 30 Proposal"). The May 30 Proposal included a request for exclusivity from the Company in favor of Zimmer Biomet. That same day, the Company opened a virtual data room for Zimmer Biomet and its advisors to perform due diligence as negotiations on price and structure continued.

On June 2, 2025, Party C submitted a non-binding letter of intent to acquire 100% of the outstanding equity interests in the Company for total consideration of up to $187 million (consisting of $3.90 per share in cash and up to $0.35 per share in a series of non-tradeable CVRs) (the "Party C Proposal").

Later that same day, on June 2, the Board held a virtual meeting with members of Company management and representatives of Duane Morris and Wells Fargo in attendance to review the two proposals. The parties in attendance at the meeting discussed the May 30 Proposal and a potential counteroffer to the May 30 Proposal. After further discussion and evaluation, the Board directed Company management and Wells Fargo to communicate to representatives of Zimmer Biomet that the Company was not prepared to enter into

exclusivity with Zimmer Biomet. Following this discussion, representatives of Wells Fargo contacted representatives of Morgan Stanley to communicate such direction from the Board, including that the Company had received a competing proposal regarding a potential strategic transaction from another interested party, but did not disclose the specific identity of Party C.

On June 3, 2025, representatives of the Company hosted a virtual management presentation for representatives of Zimmer Biomet and its advisors to assist Zimmer Biomet in its due diligence process. That same day, representatives of the Company and representatives of Wells Fargo held discussions with representatives of Party C's financial advisor to provide feedback on the Party C Proposal, noting that both the upfront value and the proposed CVR structure were not competitive and encouraged Party C to consider enhancing its proposal.

From June 5, 2025 through July 11, 2025, representatives of the Company, representatives of Wells Fargo, and representatives of Zimmer Biomet held various due diligence calls and the Company provided additional documents and materials in response to supplemental due diligence requests from Zimmer Biomet. On June 5, 2025, representatives of the Company and representatives of Wells Fargo also met with representatives of Zimmer Biomet and Morgan Stanley to discuss and clarify the proposed CVR milestone terms in the May 30 Proposal.

Representatives of the Company, Wells Fargo, Zimmer Biomet and Morgan Stanley had a follow-up call on June 6, 2025, focused on the negotiation and alignment of the CVR milestone terms in the May 30 Proposal with the Company's long term business plan, as well as Zimmer Biomet's continued diligence review. In parallel, Party C continued its own diligence review, and representatives of Wells Fargo had a call with representatives of Party C's financial advisor to discuss the Party C Proposal and possible next steps for a revised proposal.

On June 9, 2025, Party C submitted a revised non-binding letter of intent increasing its proposal to acquire 100% of the outstanding equity interest in the Company for total consideration of up to $212 million (consisting of $4.00 per share in cash and up to $0.80 per share in a series of non-tradeable CVRs) (the "June 9 Party C Proposal"), and representatives of Wells Fargo and representatives of Party C's financial advisor held a telephonic discussion to clarify certain terms of such proposal. That same day, Zimmer Biomet also submitted to the Company certain revised CVR milestone terms, which representatives of Wells Fargo and representatives of Morgan Stanley held a call to discuss.

On June 10, 2025, at the direction of the Company, representatives of Wells Fargo had a call with representatives of Party C's financial advisor to provide feedback on the June 9 Party C Proposal, noting that such proposal was still inadequate from a value standpoint and would need to be materially increased to be competitive.

On June 11, 2025, representatives of the Company and representatives of Wells Fargo spoke with representatives of Zimmer Biomet and representatives of Morgan Stanley, during which Zimmer Biomet verbally provided further revised CVR milestone terms. Also on June 11, Party C submitted a revised non-binding letter of intent to acquire 100% of the outstanding equity interest in the Company for total consideration of up to $293 million, consisting of $4.25 per share in cash and up to $2.30 per share in a series of non-tradeable CVRs (the "June 11 Party C Proposal.")

On June 12, 2025, representatives of Zimmer Biomet and its advisors conducted an on-site visit at the Company's headquarters, which included two product demonstrations of the Company's mBôs™ TKA System and breakout diligence sessions. On the same day, Zimmer Biomet and the Company executed a Clean Team Agreement to facilitate the exchange of competitively sensitive data.

On June 13, 2025, Zimmer Biomet submitted a revised non-binding letter of intent to acquire 100% of the outstanding equity interest in the Company for total consideration of up to $750 million, consisting of $4.00 per share in cash and up to $11.07 per share in a series of non-tradeable CVRs with revised milestone terms (the "June 13 Proposal").

On June 15, 2025, the Board held a virtual meeting with members of Company management and representatives of Duane Morris and Wells Fargo in attendance, during which Wells Fargo presented a process update to the Board, including a detailed comparison of Zimmer Biomet's June 13 Proposal and the

June 11 Party C Proposal. The Board considered the request of Zimmer Biomet for exclusivity in light of the competing proposals. Duane Morris reviewed with the members of the Board their fiduciary duties under Delaware law and other legal matters in the context of a review of a potential sale transaction and the request by Zimmer Biomet for an exclusivity arrangement. After further discussion, the Board directed that Mr. Sexson and the Company advisors move forward with the negotiation of an exclusivity arrangement and authorized the Company management to enter into an exclusivity agreement on behalf of the Company in the event mutually agreeable terms could be achieved. As described more fully in the section below entitled "- Reasons for the Merger", the Board concluded that the June 13 Proposal was superior to that of the June 11 Party C Proposal. In coming to this conclusion, the Board compared the June 13 Proposal and June 11 Party C Proposal and concluded that the June 13 Proposal was superior both on a nominal and present value basis, while also factoring input from Company management regarding the probability of achieving the different CVR milestones presented in each proposal. In addition to lower total consideration, the Board also considered the execution risk of the June 11 Party C Proposal. Among other factors considered by the Board, the reduction in the trading price of the common stock of Party C by approximately 41% year to date caused the Board to believe there was greater market risk with respect to the June 11 Party C Proposal as compared to Zimmer Biomet's June 13 Proposal. The Board also considered whether Party C would have sufficient financial resources to support the Company in successfully achieving the CVR milestones, as well as whether Party C's stockholders would respond favorably to an acquisition announcement, which may also adversely impact Party C's ability to obtain sufficient financial resources to successfully achieve the CVR milestones.

On June 18, 2025, the Company and Zimmer Biomet entered into an exclusivity agreement, which provided for an exclusivity period through July 11, 2025, and the Company ceased all discussions with Party C. That same day, Zimmer Biomet and the Company executed an amendment to the Mutual Confidential Information Disclosure Agreement between the parties that included a customary standstill provision that would automatically terminate upon the entry by the Company into a definitive acquisition agreement with a third party.

On June 24, 2025, representatives of Hogan Lovells US LLP ("Hogan Lovells"), which was serving as Zimmer Biomet's legal advisor with respect to a potential strategic transaction with the Company, sent, on behalf of Zimmer Biomet, a draft of the merger agreement to representatives of Duane Morris. The draft of the merger agreement was structured as a "one step" merger and provided for, among other things, a "no-shop" provision restricting the Board's ability to solicit potential transactions with other third parties, subject to a "fiduciary out"; a termination fee payable by the Company upon the occurrence of certain circumstances, including the Company's termination of the merger agreement to accept a superior proposal (which we refer to as a "termination fee"), of 4.5% of the Company's fully diluted equity value based on the upfront purchase price plus the aggregate amount of the first two CVR milestone payments; and a limited "regulatory efforts" obligation that would not require Zimmer Biomet to agree to any remedy actions or defend litigation in order to obtain required regulatory approvals. The draft merger agreement did not include a reverse termination fee payable by Zimmer Biomet in the event of a failure by Zimmer Biomet to obtain regulatory approvals for the transaction. The draft merger agreement specified that Mr. Sexson would enter into a waiver and release with respect to certain preemptive rights granted to Mr. Sexson under his existing employment agreement, that Mr. Sexson and certain other stockholders would enter into voting agreements with respect to the shares beneficially owned by them in connection with the potential transaction, and that Mr. Sexson and certain members of the Company's management would enter into employment agreements (or offer letters) and restrictive covenant agreements with Zimmer Biomet with respect to post-closing employment at Zimmer Biomet. On June 27, 2025, representatives of Hogan Lovells sent, on behalf of Zimmer Biomet, a draft of the CVR agreement to representatives of Duane Morris.

On July 1, 2025, representatives of Hogan Lovells sent, on behalf of Zimmer Biomet, a draft of the form of voting agreement to representatives of Duane Morris, which agreement provided that Mr. Sexson and certain other stockholders would vote all shares beneficially owned by them in favor of the potential transaction between Zimmer Biomet and the Company.

On July 1, 2025, representatives of Duane Morris shared, on behalf of the Company, a revised draft of the merger agreement with representatives of Hogan Lovells. The revised draft merger agreement provided for, among other things, a "regulatory efforts" obligation that would not have required Zimmer Biomet to

agree to any remedy actions, but would require Zimmer Biomet to defend the potential transaction through litigation in order to obtain required regulatory approvals and a narrowed "no-shop" provision. The July 1, 2025 draft of the merger agreement included a reverse termination fee payable by Zimmer Biomet in the amount of $15 million in the event of a failure by Zimmer Biomet to obtain regulatory approvals for the transaction and specified a proposed termination fee payable by the Company of 2.5% of the Company's fully diluted equity value based on the upfront purchase price plus the aggregate amount of the first two CVR milestone payments in the event the merger agreement is terminated upon certain circumstances.

On July 2, 2025, representatives of Duane Morris shared, on behalf of the Company, a revised draft of the CVR agreement with representatives of Hogan Lovells. The revised draft CVR agreement provided for, among other things, a "commercially reasonable efforts" covenant with respect to the efforts Zimmer Biomet would be required to expend to achieve the CVR milestone payments, enhanced proration in the event of partial achievement of certain CVR milestones and a "catch up" payment in the event the gross sales corresponding to the last CVR milestone exceed the required threshold to trigger such milestone payment.

On July 5, 2025, representatives of Hogan Lovells sent, on behalf of Zimmer Biomet, a revised draft of the merger agreement to representatives of Duane Morris (the "July 5 merger agreement"). On July 6, 2025, representatives of Hogan Lovells sent, on behalf of Zimmer Biomet, a revised draft of the CVR agreement, which was further revised by Hogan Lovells, on behalf of Zimmer Biomet, and sent to representatives of Duane Morris on July 7, 2025 (the "July 7 CVR agreement"). The revised draft of the merger agreement, among other things, provided for a limited "regulatory efforts" obligation that would not have required Zimmer Biomet to agree to any remedy actions, but would require Zimmer Biomet to defend the potential transaction through litigation in order to obtain required regulatory approvals and broadened the scope of "no shop" provision. The July 5 merger agreement did not include a reverse termination fee payable by Zimmer Biomet in the event of a failure by Zimmer Biomet to obtain regulatory approvals for the transaction and specified a proposed termination fee payable by the Company of $12,375,000 (which was equal to approximately 4.5% of the Company's fully diluted equity value based on the upfront purchase price plus the aggregate amount of the first two CVR milestone payments) in the event the merger agreement is terminated upon certain circumstances. The July 7 CVR agreement provided for, among other things, limited proration in the event of partial achievement of certain CVR milestones, but did not include a "commercially reasonable efforts" covenant or "catch up" payment provision.

On July 8, 2025, representatives of Duane Morris shared, on behalf of the Company, a revised draft of the merger agreement with representatives of Hogan Lovells. The revised draft of the merger agreement indicated, among other things, that the Company may be willing to accept certain provisions proposed by Zimmer Biomet, including with respect to the "no-shop" provision and the limited "regulatory efforts" obligation, in exchange for (i) the lowered termination fee in an amount acceptable to the Company and (ii) either a reverse termination fee payable by Zimmer Biomet or the extension by Zimmer Biomet of certain financing arrangements to the Company.

On July 9, 2025, following a verbal discussion between representatives of the Company, Wells Fargo and Duane Morris, on the one hand, and representatives of Zimmer Biomet, Morgan Stanley and Hogan Lovells, on the other hand, representatives of Hogan Lovells shared, on behalf of Zimmer Biomet, a further revised draft of the CVR agreement with representatives of Duane Morris, which included additional enhanced proration in the event of partial achievement of certain CVR milestones and a "catch up" payment in the event the gross sales corresponding to the last CVR milestone exceed the required threshold to trigger such milestone payment, but did not include a "commercially reasonable efforts" covenant.

In addition, on July 9, 2025, representatives of Hogan Lovells shared, on behalf of Zimmer Biomet, with representatives of Duane Morris a draft of the proposed loan agreement that would be entered into by Zimmer Biomet and the Company upon the signing of the definitive merger agreement.

On July 9, 2025, as part of negotiating the definitive transaction agreements, the Company entered into a termination agreement with Icahn School of Medicine at Mount Sinai to terminate an existing license agreement and resolve any potential claims between the parties to the license agreement.

On July 9, 2025, the Board held a virtual meeting with members of Company management and representatives of Duane Morris and Wells Fargo in attendance, during which members of Company

management and members of Wells Fargo presented a process update to the Board. Members of Company management summarized negotiations with Zimmer Biomet to date with respect to the various transaction agreements. At this meeting, Duane Morris reviewed with the members of the Board the Board's fiduciary duties under Delaware law and other legal matters in the context of a review of a potential sale transaction. Representatives of Duane Morris had a detailed discussion with the Board regarding key open items in the draft transaction documents, which included, among other things, the "regulatory efforts" obligation, the quantum of the termination fee, the terms of the proposed loan agreement and the proration provisions included in the draft CVR agreement. Representatives of Wells Fargo then reviewed its preliminary fairness analysis of the proposed transaction based on the Company Forecasts. Following the discussion, and after careful deliberation, the Board authorized Company management and the Company's advisors to move forward with finalizing negotiation of the transaction agreements on the terms discussed with the Board.

On July 10 and 11, 2025, representatives of the Company and representatives of Zimmer Biomet continued to negotiate the remaining open points of the transaction agreements. In the course of such negotiations, representatives of Zimmer Biomet revised its proposed per share acquisition price to reflect updated capitalization information from the Company, which provided for $4.04 per share in cash at closing and up to $12.37 per share in a series of non-tradeable CVRs.

On the evening of July 11, 2025, the Board held a virtual meeting with members of Company management and representatives of Duane Morris and Wells Fargo in attendance, during which members of Company management and members of Wells Fargo presented a process update to the Board. Representatives of Duane Morris reviewed with the Board the material terms of the merger agreement, the CVR agreement, the loan agreement and the form of voting agreement. In connection with the Board's discussion and consideration of such material terms, representatives of Duane Morris reminded the Board of the Board's fiduciary duties under Delaware law in the context of the proposed transaction, which duties were previously discussed in detail at the prior Board meeting, and summarized the negotiation of material terms in transaction documents by the Company and Zimmer Biomet and their respective advisors in light of such fiduciary duties. Representatives of Wells Fargo reviewed with the Board its updated discussion materials based on the final terms of the transaction agreements as well as its financial analyses of the proposed transaction. During this discussion, at the request of the Board, representatives of Wells Fargo rendered to the Board its oral opinion, which was subsequently confirmed in writing by delivery of Wells Fargo's written opinion dated July 11, 2025, which is attached to this proxy statement as Annex C, to the effect that, as of such date and based upon and subject to the various assumptions and limitations set forth in its written opinion and such other factors Wells Fargo considered relevant, the consideration to be paid to the Company's common stockholders in the transactions contemplated by the merger agreement was fair, from a financial point of view, to the holders of Company common stock. For a detailed discussion of the Wells Fargo opinion, see the section of this proxy statement entitled "The Merger - Opinion of the Financial Advisor to the Company" beginning on page 57.

Following additional discussion and consideration of the proposed merger agreement and the merger and other transactions contemplated by the merger agreement, including those discussed in "- Reasons for the Merger" beginning on page 49, the Board resolved to proceed with the proposal from Zimmer Biomet and unanimously (i) determined that the merger agreement, the CVR agreement and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved (including for purposes of Section 203 of the DGCL) the execution, delivery and performance by the Company of the merger agreement and the consummation of the transactions, including the merger, (iii) authorized the submission of a proposal to adopt the merger agreement to the Company stockholders entitled to vote thereon at the special meeting for adoption thereof and (iv) recommended that the Company stockholders approve the adoption of the merger agreement, subject to the right of the Board to withdraw or modify its recommendation in accordance with the terms of the merger agreement.

Following the conclusion of the meeting of the Board, on July 11, 2025, representatives of the Company and Zimmer Biomet executed the merger agreement and the loan agreement, and Mr. Sexson and certain other Company stockholders, in such stockholders' individual capacity, finalized and executed voting agreements. Mr. Sexson and Mr. Kamran executed offer letters related to their post-closing employment at Zimmer Biomet and Mr. Sexson, Mr. Kamran and Dr. Unis executed non-competition agreements and non-solicitation agreements with Zimmer Biomet.

On August 27, 2025, in response to a verbal comment from the SEC, Zimmer Biomet and the Company entered into the merger agreement amendment to amend the definition of "Permitted Transfer" in the form of CVR agreement attached as Exhibit B to the original merger agreement, which is attached as Annex A to this proxy statement.

Recommendation of the Board

At the special meeting of the Board held on July 11, 2025, after consideration of the non-exhaustive list of material factors described below in the section of this proxy statement entitled "- Reasons for the Merger", and detailed discussions with members of Company management, outside legal counsel and financial advisors, at such meeting and prior meetings of the Board, the Board unanimously (i) determined that the merger agreement, the CVR agreement and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved (including for purposes of Section 203 of the DGCL) the execution, delivery and performance by the Company of the merger agreement and the consummation of the transactions, including the merger, (iii) authorized the submission of a proposal to adopt the merger agreement to the Company stockholders entitled to vote thereon at the special meeting for adoption thereof and:

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recommended that the Company stockholders approve the adoption of the merger agreement, subject to the right of the Board to withdraw or modify its recommendation in accordance with the terms of the merger agreement;

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recommended that the Company's common stockholders entitled to vote thereon: vote their shares of Company common stock in favor of the proposal to adjourn the special meeting to another date, time or place, if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement at the time of the special meeting; and

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called for a special meeting of the holders of Company common stock for the purpose of (i) submitting the merger agreement to such stockholders for adoption; and (ii) submitting to such stockholders a proposal to adjourn the special meeting to another date, time or place, if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement at the time of the special meeting.

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Reasons for the Merger

As described above in the section of this proxy statement entitled "- Background of the Merger" beginning on page 41, prior to and in reaching the unanimous determinations set forth above, the Board consulted with and received the advice of the Company's outside legal counsel and financial advisor, discussed certain issues with the Company's management and considered a variety of factors weighing positively in favor of the merger, the merger agreement, the CVR agreement and the transactions contemplated by the merger agreement and the CVR agreement, including the following non-exhaustive list of material factors (not necessarily in order of relative weight or importance):

Strategic Rationale for the Merger

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the Board's understanding of the Company's industry, business, operations, risks, financial condition, earnings, cash flow, strategy and prospects, as well as the Company's historical and projected financial performance;

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the Board's belief that the merger with Zimmer Biomet helps significantly accelerate the adoption of the Company's robotic technology, which could help the Company achieve certain qualitative CVR milestones, by leveraging Zimmer Biomet's global scale, global commercial infrastructure and market access, and clinically established implant portfolio;

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the Board's belief that the Company's products will benefit from access to Zimmer Biomet's highly trained global sales force, which possesses deep clinical subject matter expertise and strong established relationships with key opinion leaders and high-volume surgeons, which could help the Company achieve revenue-based CVR milestones;

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the Board's belief that Zimmer Biomet's extensive clinical experience across a wide range of orthopedic procedures will support the entry of the Company's products into new clinical indications and

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accelerate broader adoption of the technology, which could help the Company achieve revenue-based CVR milestones;

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the Board's belief that Zimmer Biomet's established brand reputation, extensive marketing presence, and robust surgeon engagement platform will enhance awareness and visibility of the Company's products among both clinicians and patients, which could help the Company achieve revenue-based CVR milestones;

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the Board's belief that Zimmer Biomet would be able to provide the significant capital resources, sales and commercial support and clinical infrastructure necessary to compete and scale operations effectively in the global orthopedic robotics market, which could help the Company achieve revenue-based CVR milestones;

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the Board's desire to pursue strategic alternatives capable of achieving scale and maximizing stockholder value;

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the Board's review of certain unaudited internal financial analyses and forecasts for the Company for fiscal years 2025 through 2035 (which we refer to as the "Company Forecasts") (as described in more detail under the section entitled "Certain Unaudited Financial Forecasts Prepared by the Company");

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the willingness of Zimmer Biomet to provide financing if the merger is not consummated during the period from December 1, 2025 to the end date;

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the size and financial strength of Zimmer Biomet and its ability to fund the aggregate merger consideration; and

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the likelihood and speed of obtaining the required regulatory approvals and anticipated timing for consummating the merger in light of the scope of the conditions to closing.

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Financial Terms and Value to Stockholders

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the fact that (i) the upfront cash consideration of $4.04 per share of Company common stock to be received by the holders of Company common stock provides immediate and certain value and liquidity, eliminating their exposure to the risks and uncertainties of the Company's standalone strategy, and (ii) the CVR consideration provides the ability of holders of Company common stock to participate in additional potential upside if specified commercial and regulatory milestones are achieved, aligning shareholders with long-term value creation;

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the current and historical prices of Company common stock, including the fact that the upfront cash consideration of $4.04 per share price (without interest and subject to any required withholding taxes) of Company common stock to be paid in cash represented a premium of approximately:

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22% over the closing share price on July 10, 2025, the last full trading day prior to the Board meeting to approve the proposed merger; and

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44% over the Company's 30-day volume-weighted average share price on July 10, 2025, the last full trading day prior to the Board meeting to approve the proposed merger;

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the fact that, in addition to the upfront cash consideration, holders of the Company common stock will receive one CVR per share of Company common stock held, which provides the holders of the Company common stock an opportunity to realize additional value of $1.04 per CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to $3.41 per CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone (each as defined in the CVR agreement, respectively) (net of applicable taxes and without interest), in cash, to the extent milestones are achieved in accordance with the terms of the CVR agreement, as well as the estimated likelihood of achieving any of the milestones, taking into account the Company's standalone revenue growth potential, potential revenue synergies from the proposed merger and the extensive experience, scale and resources of Zimmer Biomet;

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the fact that a portion of the merger consideration is the upfront consideration and is all cash, which provides certainty of value and, upon consummation of the merger, liquidity to Company common

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stockholders, especially when viewed against any internal or external risks and uncertainties associated with the Company's standalone strategy, immediately upon the closing of the merger;

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the fact that the merger consideration, while providing relative certainty of value with respect to the upfront cash consideration, will also allow the Company common stockholders to participate in a portion of the possible value created by the merger through the CVR consideration, if the milestones are achieved pursuant to the CVR agreement;

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the financial analyses reviewed and discussed with the Board by representatives of Wells Fargo as well as the oral opinion of Wells Fargo rendered to the Board on July 11, 2025 (which was subsequently confirmed in writing by delivery of Wells Fargo's written opinion dated as of July 11, 2025) as to, as of such date and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Wells Fargo as set forth in its written opinion, the fairness, from a financial point of view, to the holders of Company common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, as more fully described below under the caption "Opinion of the Financial Advisor to the Company;

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the fact that the merger would be subject to receipt of the Company stockholder approval and that the Company's common stockholders would be free to reject the merger by voting against adoption of the merger agreement; and

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the availability of appraisal rights under the DGCL to Company stockholders who comply with all of the required procedures for perfecting appraisal rights under the DGCL in connection with the merger, including the fact that such stockholders will have the right to demand appraisal and payment of the fair value of their shares as determined by the Delaware Court, as further described in the section below entitled "- Appraisal Rights".

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Risks of the Standalone Strategy

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the Board's belief that the Company's limited institutional ownership and predominantly retail investor base contributed to a lack of consistent market support for the Company's stock, as many investors did not fully understand or appropriately value the Company's progress and long-term potential, including the significance of regulatory milestones such as FDA clearance, which in turn constrained the Company's ability to build sustained stockholder value through public market execution alone;

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the Board's understanding of the risks and uncertainties in the industry in which the Company competes, including:

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risks relating to the operation of the Company, including, but not limited to problems, expenses, difficulties, complications, and delays frequently encountered in connection with the time required to obtain 510(k) premarket clearance for and commercialize FDA regulated products, operation in a competitive industry, and continued development of advertising, promotions, and a corresponding client base;

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risks relating to operating in a highly competitive industry that is dominated by several very large, well-capitalized market leaders and is continuously evolving;

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other risks and uncertainties, including the risk factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024; and

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the fact that the Company's standalone business plan entailed years of substantial funding necessary for the Company's operation and growth strategy, including the need for the Company to raise additional capital in the future in order to fund its operations.

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the Board's understanding of the risks that the Company would face if it continued to operate on a standalone public company basis, including:

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risks relating to the Company's ability to obtain additional debt or equity financing on acceptable terms, or at all, including;

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the market response to the Company's receipt of FDA 510(k) clearance for its robotic system in March 2025, which the Board believed indicated potential difficulties in the Company's ability to raise capital in the public markets;

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the Board's belief that any equity financing would result in significant dilution to existing stockholders;

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the Board's assessment of the risks and costs associated with developing and commercializing the Company's products in development and the costs associated with successfully scaling commercial operations and sales within the United States and internationally;

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the outcome, timing and costs of seeking regulatory approval for the Company's products in development in the United States and internationally; and

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the risk that the Company has not historically been profitable and may not be able to achieve or sustain profitability.

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the Board's assessment of the potential risks, rewards and uncertainties associated with remaining an independent public company as a possible strategic alternative to the sale of the entire Company (including the potential value to Company stockholders based on the Company's strategic plan that could be expected to be generated from remaining an independent public company), and the Board's resulting determination that such alternative did not represent a more attractive alternative to the structure proposed by Zimmer Biomet;

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the fact that the Company's stock price since the Company's initial public offering has been volatile, and that this volatility may impact the Company's ability to raise capital in the public markets on attractive terms; and

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the Board's assessment, taking into account the other factors described herein, of the Company's value on a standalone basis relative to the upfront cash consideration of $4.04 per share of Company common stock to be paid in cash in connection with the merger, and the possibility that the trading price of shares of Company common stock would not reach and sustain such price, or that doing so could take a considerable period of time.

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Negotiation Process and Evaluation of Alternatives

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the size and financial strength of Zimmer Biomet and its ability to fund the aggregate merger consideration, Series D liquidation preference and Series E liquidation preference;

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the fact that the merger is not subject to a financing condition;

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the fact that the merger is not subject to approval by Zimmer Biomet's stockholders;

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the fact that Zimmer Biomet and the Company have both agreed to use their respective reasonable best efforts, pursuant to the terms of the merger agreement, to consummate the merger promptly, subject to certain limitations;

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the provisions of the merger agreement that, subject to the conditions therein, permit the Company to seek specific performance of Zimmer Biomet's and Merger Sub's obligations to consummate the merger pursuant to the terms of the merger agreement;

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the provisions of the merger agreement that permit the Company, in response to certain unsolicited written acquisition proposals, to furnish information to and conduct discussions and negotiations with third parties prior to receipt of the Company stockholder approval under certain circumstances and, under certain conditions, to accept a superior offer, and the Company's corresponding right to terminate the merger agreement (subject to the payment by the Company to Zimmer Biomet of a termination fee of $11 million), and that the amount of the termination fee payable by the Company is comparable to termination fees in transactions of a similar size, is reasonable, would not likely deter competing bids and would not likely be required to be paid unless the Company entered into a more favorable transaction;

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the provisions of the merger agreement that permit the Board, prior to obtaining the Company stockholder approval, to withhold, withdraw, amend, qualify or modify its recommendation to

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approve the merger under certain circumstances relating to a superior offer or a change in circumstance, subject to payment by the Company to Zimmer Biomet of a termination fee of $11 million if Zimmer Biomet elects to terminate the merger agreement in such circumstances; and

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the provisions of the merger agreement that permit the Company to terminate the merger agreement if the merger is not consummated by January 11, 2026 (subject to an automatic three-month extension if certain closing conditions have not been satisfied), and the Board's belief that such end date for completing the merger allows for sufficient time to consummate the merger and the transactions contemplated by the merger agreement.

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Risks and Uncertainties of the Merger

In the course of its deliberations and in reaching the determinations described above, the Board also considered, in consultation with the Company's legal and financial advisors, a variety of risks and other countervailing factors related to the merger, the merger agreement, the CVR agreement and the transactions contemplated by the merger and the CVR agreement, including the following material factors (not necessarily in order of relative weight or importance):

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the potential upside in the Company's standalone strategic plan;

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the potential of continuing to pursue a strategic transaction with Party C, as further described above in the section of this proxy statement entitled "- Background of the Merger";

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the possibility that the merger might not be completed on the terms or timeline currently contemplated or at all due to a failure of certain conditions, including with respect to the required approval of the merger by the necessary regulatory authorities;

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the risks and costs to the Company if the merger does not close in a timely manner or at all, including:

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the trading price of Company common stock may decline (relative to the 30-day volume-weighted average share price of $2.81 on July 10, 2025, the last full trading day prior to the Board meeting to approve the proposed merger) to the extent that the market price of the Company common stock currently reflects positive market assumptions that the merger will be consummated;

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the potential negative impact on the Company's ability to attract, hire and retain key employees, as current and prospective employees may experience uncertainty about their future roles with the Company if the merger is not consummated;

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the potential disruption to the Company's business and distraction of its workforce and management team from day-to-day operations and from pursuing other opportunities that could be beneficial to the Company, in each case without realizing any of the benefits of having the merger completed and the potential adverse effects on the financial and other results of the Company as a result of such disruption; and

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reputational harm to the Company's relationships with investors, customers, suppliers, business partners and other third parties due to the adverse perception of any failure to successfully complete the merger;

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the Company reported a net loss of $3.2 million in the first quarter of 2025 and had $11.9 million in working capital as of March 31, 2025, as disclosed in its public financial statements. Given the Company's limited internal resources and the expected costs of launching a clinical trial and completing additional verification and validation work to support a future regulatory submission, the Board believed the Company would likely require significant additional capital to execute its strategy. The Company also faces the ongoing cost of being public and has incurred substantial transaction-related expenses, most of which remain unpaid. These factors contributed to the Board's view that continuing as an independent public company would carry meaningful financial risk;

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the fact that Company stockholders will have no ongoing equity interest in the surviving corporation following the merger, meaning that the holders of shares of Company stock will not (by virtue of

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their holding shares of Company stock) participate in Zimmer Biomet's or the Company's potential future earnings or growth (other than with respect to the holders of Company common stock, the potential to receive the CVR consideration (without interest and subject to applicable taxes) to the extent that any of the milestones are achieved within the required timeframe in accordance with the CVR agreement);

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the fact that the achievement of the milestones necessary to trigger the milestone payments under the CVR agreement may not be achieved within the required timeframes, if at all, and if they are not achieved within such timeframes, no payment will be made pursuant to the CVRs, as well as the fact that the CVRs are not freely transferrable and, accordingly, will not be registered with the SEC or listed on any securities exchanges;

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the restrictions on the conduct of the Company's business prior to the consummation of the merger, which may delay or prevent the Company from undertaking certain significant financing transactions or business opportunities that may arise or any other action that it might otherwise take with respect to the operations and strategy of the Company, even if such actions would prove beneficial to the Company;

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the risk that the parties may incur significant costs and material delays resulting from seeking regulatory approvals and other clearances, consents and approvals necessary for consummation of the merger, or that such clearances, consents and approvals are unable to be obtained;

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the provisions of the merger agreement that restrict the Company's ability to solicit or participate in discussions or negotiations regarding alternative acquisition proposals with third parties, subject to specified exceptions, and that require the Company to negotiate with Zimmer Biomet (if Zimmer Biomet desires to negotiate) prior to the Company being able to terminate the merger agreement to accept a superior offer;

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the possibility that the Company's obligation to pay a termination fee of $11 million to Zimmer Biomet upon the termination of the merger agreement under certain circumstances could discourage other potential acquirors from making an alternative proposal to acquire the Company;

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the significant costs involved in connection with negotiating the merger agreement and consummating the merger, such as legal, accounting, financial advisory and integration costs, and the fact that if the merger is not consummated, the Company may still be required to bear a portion of such costs;

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the risk of litigation in connection with the execution of the merger agreement and the consummation of the merger and the other transactions contemplated therein;

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the possibility that, although the merger provides the Company's common stockholders the opportunity to realize a premium to the price at which Company common stock traded prior to the public announcement of the proposed merger, the price of Company common stock might have increased in the future to a price greater than the upfront cash consideration or the total merger consideration;

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the possibility that the merger, even if approved by the Company's common stockholders, will not be consummated by the end of the second half of 2025 due to delays in receiving required regulatory approvals, and, pursuant to the terms of the merger agreement, may be consummated as late as April 11, 2026, and Company stockholders will not receive the consideration specified in the merger agreement until the merger is consummated;

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the fact that an all-cash transaction would be taxable to the Company stockholders; and

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various other risks associated with the merger and the business of the Company, as more fully described in the section of this proxy statement entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 29.

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Additional Considerations

In addition, the Board was aware of and considered the fact that the Company's directors and executive officers have financial interests in the merger that may be different from, or in addition to, those

of the Company stockholders generally, as described more fully in the section of this proxy statement entitled "- Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 68.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. In reaching its determination and recommendation, and in view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determinations as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determinations of the Board. Rather, the Board made its recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company's management and the Company's and the Board's legal and financial advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board's reasons for its recommendation and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 29.

Certain Unaudited Financial Forecasts Prepared by the Company

The Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to, among other things, the unpredictability of the underlying assumptions and estimates. The Company is especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. However, in connection with the evaluation of, and the discussions concerning, the proposed merger, Company management prepared and provided to the Board and Wells Fargo certain unaudited prospective financial information regarding the Company's operations for fiscal years 2025 through 2035 (which we refer to as the "Company Forecasts").

A summary of the Company Forecasts considered by the Company is included in this proxy statement, not to influence your decision whether to vote for or against the proposal to approve the merger agreement, but because these financial forecasts were made available to Wells Fargo and the Board. The inclusion of this information should not be regarded as an indication that the Board, its advisors or any other person considered, or now considers, such Company Forecasts to be material or to be a reliable prediction of actual future results, and these Company Forecasts should not be relied upon as such. Company management's internal financial forecasts, upon which the Company Forecasts are based, are subjective in many respects. There can be no assurance that these Company Forecasts will be realized or that actual results will not be significantly higher or lower than forecasted. The Company Forecasts cover multiple years and become subject to greater uncertainty with each successive year. As a result, the inclusion of the Company Forecasts in this proxy statement should not be relied on as necessarily predictive of actual future events.

The Company Forecasts contained herein were prepared by the Company's management and were not prepared with a view toward public disclosure or complying with generally accepted accounting principles ("GAAP"), the published guidelines of the SEC regarding projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Company's independent registered public accounting firm, Fruci & Associates II, PLLC has neither examined, compiled nor performed any procedures with respect to the accompanying Company Forecasts and, accordingly, Fruci & Associates II, PLLC does not express an opinion or any other form of assurance with respect thereto.

The Company Forecasts were, in the view of the Company's management, prepared on a reasonable basis and in good faith, and reflect the best available estimates and judgments at the time of preparation. However, no assurances can be made regarding future events and the estimates and assumptions underlying the Company Forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized or undertaken and that are inherently subject to significant business, economic, competitive and

regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates, the availability of capital to fund the Company's operations and the other risks and uncertainties described in the section of this proxy statement entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 29, all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the transactions contemplated by the merger agreement, many of which will be beyond the control of the Company, Zimmer Biomet and the surviving corporation. Company stockholders are urged to review the Company's SEC filings for a description of risk factors with respect to the Company's business. There can be no assurance that the underlying assumptions will prove to be accurate or that any projected results will be realized. Actual results likely will differ, and may differ materially, from those reflected in the Company Forecasts, whether or not the merger is consummated. The inclusion in this proxy statement of the Company Forecasts should not be regarded as an indication that the Company or the Board, or any of their respective financial advisors considered, or now consider, these forecasts to be a reliable predictor of future results. The Company Forecasts are not fact, and neither they nor any underlying assumptions should be relied upon as being indicative of future results. Readers of this proxy statement are cautioned not to place reliance on this information.

Certain of the measures included in the Company Forecasts may be considered non-GAAP financial measures, including adjusted EBITDA, unlevered net income and unlevered free cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by us may not be comparable to similarly titled amounts used by other companies. Reconciliations of forward-looking non-GAAP financial measures to comparable GAAP measures are not available due to the challenges and impracticability of estimating certain items, particularly non-recurring gains or losses, unusual or non-recurring items, income tax benefit or expense, or one-time transaction costs and cost of revenue. The Company is unable to reasonably predict these because they are uncertain and depend on various factors not yet known, which could have a material impact on GAAP results for the guidance period. Because of those challenges, a reconciliation of forward-looking non-GAAP financial measures is not available without unreasonable effort.

NONE OF THE COMPANY, ZIMMER BIOMET OR ITS AFFILIATES OR, AFTER CONSUMMATION OF THE MERGER, THE SURVIVING CORPORATION, UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE COMPANY FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR. IN LIGHT OF THE FOREGOING FACTORS AND UNCERTAINTIES INHERENT IN THE COMPANY FORECASTS, READERS OF THIS PROXY STATEMENT ARE CAUTIONED NOT TO PLACE RELIANCE ON THIS INFORMATION.

Company Forecasts

The following table sets forth a summary of the forward-looking information the Company provided the Board and Wells Fargo in connection with the process leading to the execution of the merger agreement.

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*

Period for six months ending December 31, 2025.

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(1)

"EBITDA" is defined as earnings before interest, taxes, depreciation and amortization (burdened by stock-based compensation expense). EBITDA is a non-GAAP financial measure and should not be

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considered as an alternative to net income or operating income as a measure of operating performance or of cash flows or as a measure of liquidity.

(2)

"Unlevered Net Income" is defined as EBITDA, less depreciation and amortization (burdened by stock-based compensation expense) and less taxes. Unlevered Net Income is a non-GAAP financial measure and should not be considered as an alternative to net income or operating income as a measure of operating performance or of cash flows or as a measure of liquidity.

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(3)

"Unlevered Free Cash Flow" is defined as Unlevered Net Income plus depreciation and amortization, less capital expenditures, and plus or less changes in working capital. Unlevered Free Cash Flow is a non-GAAP financial measure and should not be considered as an alternative to net income, operating income or cash flows from operating activities as a measure of operating performance or of cash flows or as a measure of liquidity.

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(4)

EBITDA for the fiscal year ending December 31, 2025 is projected to be ($14.7) million

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Opinion of the Financial Advisor to the Company

Wells Fargo Securities, LLC

The Company engaged Wells Fargo as its financial advisor in connection with the proposed merger. On July 11, 2025, Wells Fargo rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Wells Fargo's written opinion addressed to the Board, dated as of July 11, 2025) as to, as of such date and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Wells Fargo as set forth in its written opinion, the fairness, from a financial point of view, to the holders of Company common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement.

The full text of Wells Fargo's written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken, is attached as Annex C to this proxy statement. The summary of Wells Fargo's opinion contained in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Wells Fargo's opinion was directed to the Board, in its capacity as such, and addressed only the fairness from a financial point of view to the holders of Company common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement as of the date of such opinion. Wells Fargo's opinion did not address any other aspects or implications of the merger. Wells Fargo's opinion did not address the relative merits of the merger as compared to any alternative transactions or strategies that might be available to the Company, nor did it address the underlying business decision of the Board or the Company to proceed with or effect the merger. Wells Fargo's opinion is not intended to be and does not constitute a recommendation as to how the Board or any securityholder should vote or act on any matters relating to the proposed merger or otherwise.

For purposes of rendering its opinion, Wells Fargo, among other things:

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reviewed the merger agreement;

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reviewed the form of the CVR agreement;

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reviewed certain publicly available business and financial information relating to the Company and the industries in which it operates;

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reviewed the Company Forecasts prepared by or at the direction of the management of the Company;

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reviewed certain estimates prepared by the management of the Company as to (a) the Company's net operating loss tax carryforwards (the "estimated tax assets") and the Company's ability to utilize those estimated tax assets to achieve future tax savings on a standalone basis (the "estimated tax savings") and (b) the probability, amount and timing of the milestone payments under the CVR agreement (the "milestone estimates");

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discussed with the management of the Company certain aspects of the merger, the business, financial condition and prospects of the Company, the effect of the merger on the business, financial condition and prospects of the Company and certain other matters that Wells Fargo deemed relevant; and

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considered such other financial analyses and investigations and such other information that Wells Fargo deemed relevant.

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In giving its opinion, Wells Fargo assumed and relied upon the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Wells Fargo by the Company or Zimmer Biomet or otherwise reviewed by Wells Fargo. Wells Fargo did not independently verify any such information, and pursuant to the terms of its engagement by the Company, Wells Fargo did not assume any obligation to undertake any such independent verification. In relying on the Company Forecasts, Wells Fargo assumed that the Company Forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company's management as to the future performance and financial condition of the Company, that the estimated tax assets and estimated tax savings had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the Company's net operating loss tax carryforwards and the Company's ability to utilize those estimated tax assets to achieve future tax savings on a standalone basis and that the milestone estimates would be achieved. Wells Fargo expressed no view or opinion with respect to the Company Forecasts, the estimated tax savings and the milestone estimates or the assumptions upon which they are based. Wells Fargo assumed that any representations and warranties made by the Company or Zimmer Biomet in the merger agreement or in other agreements relating to the merger will be true and accurate in all respects that are material to Wells Fargo's analysis.

For the purpose of its analyses and opinion, Wells Fargo assumed that the merger will have tax consequences described in discussion with, and materials provided to Wells Fargo by, the Company and its representatives. Wells Fargo also assumed that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the parties to the merger agreement or the contemplated benefits of the merger. Wells Fargo also assumed that the merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the merger agreement and the CVR agreement without waiver, modification or amendment of any term, condition or agreement thereof that is material to Wells Fargo's analyses or opinion. Wells Fargo did not make any independent evaluation, inspection or appraisal of the assets or liabilities (contingent or otherwise) of the Company or Zimmer Biomet, nor had Wells Fargo been furnished with any such evaluations or appraisals. Wells Fargo did not evaluate the solvency of the Company or Zimmer Biomet under any state or federal laws relating to bankruptcy, insolvency or similar matters. Wells Fargo further assumed that the final form of the CVR agreement, when executed by the parties thereto, would conform to the draft reviewed by Wells Fargo in all respects material to Wells Fargo's analyses and opinion.

Wells Fargo's opinion only addresses the fairness, from a financial point of view, of the merger consideration to be paid to the holders of Company common stock in the proposed merger, and Wells Fargo expressed no opinion as to the fairness of any consideration paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of the Company, including the Series D preferred stock or the Series E preferred stock. In performing its financial analysis and arriving at its opinion, Wells Fargo expressed no opinion as to any other aspect or implication (financial or otherwise) of the merger, or any other agreement, arrangement or understanding entered into in connection with the merger or otherwise, including, without limitation, the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received by or otherwise payable to any officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise. Wells Fargo did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, environmental, executive compensation or other similar professional advice and relied upon the assessments of the Company and its advisors with respect to such advice.

Wells Fargo's opinion was necessarily based upon information made available to Wells Fargo as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date thereof. Wells Fargo did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date thereof, notwithstanding that any such subsequent developments may affect its opinion. Wells Fargo's opinion did not address the relative merits of the merger as compared to any alternative transactions or strategies that might be available to the Company, nor did it address the underlying

business decision of the Board or the Company to proceed with or effect the merger. Wells Fargo did not express any opinion as to the price at which Company common stock may be traded at any time. The issuance of Wells Fargo's opinion was approved by a fairness committee of Wells Fargo.

In preparing its opinion, Wells Fargo performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of Wells Fargo's opinion or the analyses underlying, and factors considered in connection with, Wells Fargo's opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Wells Fargo arrived at its ultimate opinion based on the results of all analyses and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Wells Fargo believes that the analyses must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses and its opinion.

In performing its analyses, Wells Fargo considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness to the holders of Company common stock from a financial point of view of the merger consideration to be received by such holders in the merger, Wells Fargo did not make separate or quantifiable judgments regarding individual analyses. The reference ranges indicated by Wells Fargo's financial analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the Company's control and the control of Wells Fargo. Much of the information used in, and accordingly the results of, Wells Fargo's analyses are inherently subject to substantial uncertainty.

Wells Fargo was selected by the Company to act as its financial advisor based on Wells Fargo's qualifications, experience and reputation. Wells Fargo was not requested to, and it did not, recommend or determine the specific merger consideration payable in the merger or opine that any specific merger consideration constituted the only appropriate consideration for the merger. The type and amount of consideration payable in the merger were determined through negotiations between the Company and Zimmer Biomet and the decision of the Company to enter into the merger agreement was solely that of the Board.

Wells Fargo's opinion to the Board was one of many factors taken into consideration by the Board in deciding to consider, approve and declare the advisability of the merger agreement and the transactions contemplated thereby and to recommend the approval of the Company common stockholders of the merger. Consequently, the analyses described above should not be viewed as determinative of the opinion of the Board with respect to the merger consideration pursuant to the merger agreement or of whether the Board or management would have been willing to agree to a different consideration.

Summary of Financial Analyses of Wells Fargo

The following is a summary of the material financial analyses performed by Wells Fargo in connection with its oral opinion and the preparation of its written opinion to the Board, provided as of July 11, 2025. The following summary is not a complete description of the financial analyses performed and factors considered by Wells Fargo in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 11, 2025. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Wells Fargo's opinion.

For purposes of its financial analysis and opinion, Wells Fargo observed that the merger consideration for each share of Company common stock consisted of $4.04 in cash and one CVR, and compared ranges of value for the Company indicated by its analyses with the per share cash amount of $4.04 and the implied per share merger consideration amount of $8.87 (the "discounted consideration amount"), which was derived by adding to the per share cash amount of $4.04, the present value of additional consideration potentially attributable to one CVR of $4.83 (calculated by discounting to the present value, as of June 30, 2025, the probability-weighted milestone payments of up to $12.37 (based on the milestone estimates), utilizing a discount rate of 22.5%, reflecting the midpoint of the estimated range of the Company's cost of capital). In addition, for purposes of deriving values per share of Company common stock, Wells Fargo utilized and relied upon the estimated fully diluted shares of Company common stock provided by the management of the Company.

Discounted Cash Flow Analysis

Wells Fargo performed a discounted cash flow analysis with respect to the Company by calculating the estimated net present value (as of June 30, 2025) of (a) the projected unlevered free cash flows of the Company based on the Company Forecasts (which were discussed with, and approved by, the Board for use by Wells Fargo in connection with its financial analyses) for the last six months of 2025 and for the years ending December 31, 2026 through December 31, 2035, (b) an estimated range of terminal values for the Company derived by application of perpetuity growth rates provided by and approved for Wells Fargo's use by Company management ranging from 3.0% to 4.0% and (c) the estimated tax savings for the Company on a standalone basis reflected in the Company Forecasts, resulting from the anticipated future utilization of the Company's net operating losses. The present values (as of June 30, 2025) of the cash flows, the implied terminal values and the estimated tax savings were calculated using discount rates reflecting the estimated weighted average cost of capital for the Company ranging from 20.0% to 25.0%. For purposes of the discounted cash flow analysis, Wells Fargo gave effect, as directed by Company management, to the equity raises anticipated to be completed by Company management and reflected in the Company Forecasts. This analysis indicated a range of implied per share values of Company common stock, after taking into account the Company's net debt as of June 30, 2025 (provided by Company management) of $1.38 to $2.90, as compared to the cash consideration of $4.04 per share of Company common stock and the discounted consideration amount of $8.87 per share of Company common stock.

Miscellaneous

The Company agreed to pay Wells Fargo for its services in connection with the proposed merger a fee currently estimated to be approximately $8.7 million, of which $1.0 million became payable upon delivery of its opinion and the remainder of which is contingent upon consummation of the merger. The Company agreed to reimburse Wells Fargo for its expenses, including fees and expenses of counsel, incurred in connection with its engagement. In addition, the Company agreed to indemnify Wells Fargo and related parties against certain liabilities, including liabilities under the federal securities laws, relating to or arising out of Wells Fargo's engagement.

Wells Fargo and its affiliates provide a wide range of investment and commercial banking advice and services, including financial advisory services, securities underwritings and placements, securities sales and trading, brokerage advice and services, and commercial loans. During the two years preceding the date of Wells Fargo's written opinion, neither Wells Fargo nor its affiliates had any material investment, commercial banking or financial advisory relationships with the Company or Zimmer Biomet. Wells Fargo noted to the Board that Wells Fargo or its affiliates are a lender to one or more of the credit facilities of Zimmer Biomet, for which Wells Fargo and such affiliates receive customary compensation.

Wells Fargo also noted to the Board that, as of a date near the date of its opinion, Wells Fargo and its affiliates held, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and Zimmer Biomet. In the ordinary course of business, Wells Fargo and its affiliates will trade or otherwise effect transactions in the securities or other financial instruments (including bank loans or other obligations) of the Company, Zimmer Biomet and certain of their affiliates for its own account and for the accounts of its customers and, accordingly, will at any time hold a long or short position in such securities or financial instruments.

Information about Wells Fargo

Wells Fargo's representatives reviewed with the Board Wells Fargo's financial analyses regarding the Company and the merger consideration, and rendered to the Board the oral opinion of Wells Fargo, which was subsequently confirmed by delivery of a written opinion dated July 11, 2025, to the effect that, as of such date and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Wells Fargo as set forth in its written opinion, the consideration to be received by the holders of shares of Company common stock (other than shares of Company common stock held in treasury or owned by Zimmer Biomet and its affiliates and appraisal shares) in the merger was fair, from a financial point of view, to such holders.

Certain Effects of the Merger

If the Company stockholder approval is obtained, the other conditions to the closing of the merger are either satisfied or (to the extent permitted by law) waived and the merger is consummated, at the effective time, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement and in accordance with the DGCL, with the Company as the surviving corporation in the merger. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly-owned subsidiary of Zimmer Biomet.

At the effective time, each share of Company stock that is issued and outstanding as of immediately prior to the effective time (other than excluded shares and appraisal shares) will be converted automatically into, and will thereafter represent only, (A) in the case of Company common stock, the right to receive the merger consideration, which consists of (i) the cash consideration ($4.04 in cash, without interest and subject to any applicable withholding taxes), and (ii) the CVR consideration (one CVR representing the right to receive an amount in cash, without interest and subject to applicable withholding taxes, of up to of $1.04 per CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to $3.41 per CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone (as defined in the CVR agreement, respectively), subject to the achievement of the milestones set forth in the CVR agreement); (B) in the case of each share of Series D preferred stock, the Series D liquidation preference (however, as of the date of this proxy statement, the Company has no outstanding shares of Series D preferred stock) and (C) in the case of each share of Series E preferred stock, the Series E liquidation preference. At the effective time, you will be entitled to receive the consideration described in the immediately preceding sentence for your shares of Company stock unless you have properly exercised, perfected and not validly withdrawn, waived or otherwise lost your appraisal rights under the DGCL with respect to such shares of Company stock, and certain other conditions under the DGCL are satisfied (as described in more detail in the section of this proxy statement entitled "- Appraisal Rights" beginning on page 62). Following the merger, all of the stock of the surviving corporation will be beneficially owned by Zimmer Biomet, and none of the current Company stockholders will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company, the surviving corporation or Zimmer Biomet. As a result, the current Company stockholders will no longer benefit from any increase in the value (other than the right of the holders of Company common stock to any contingent payment made pursuant to the CVR agreement), nor will they bear the risk of any decrease in the value, of the Company following the merger. Following the merger, Zimmer Biomet will benefit from any increase in the Company's value and also will bear the risk of any decrease in the Company's value. For additional information, please see the section of this proxy statement entitled "The Merger Agreement-Consideration to be Received in the Merger" beginning on page 79.

For information regarding the effects of the merger on the Company's outstanding options, please see the section of this proxy statement entitled "- Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 68 and the section of this proxy statement entitled "The Merger Agreement-Treatment of Company Options" beginning on page 80.

Shares of Company common stock are currently registered under the Exchange Act and listed on the Nasdaq Capital Market under the trading symbol "MGRM". Following the consummation of the merger, securities of the Company are expected to be delisted and will no longer be traded on the Nasdaq Capital Market or any other public market in accordance with applicable law, rules and regulations. In addition, the registration of securities of the Company under the Exchange Act is expected to be terminated, and, upon

such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to the securities of the Company in accordance with applicable law, rules and regulations.

Effects on the Company if the Merger is not Consummated

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company stock in connection with the merger. Instead, the Company will remain an independent public company, the Company stock will continue to be listed and traded on the Nasdaq Capital Market, the Company stock will continue to be registered under the Exchange Act, the Company will continue to file periodic reports with the SEC and Company stockholders will continue to own their shares of Company stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company stock, including, among other things, general industry, economic and market conditions.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, from time to time, the Board will evaluate and review our business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to maximize stockholder value. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled "The Merger Agreement-Termination of the Merger Agreement" beginning on page 98.

Under certain circumstances, if the merger is not consummated, the Company may be obligated to pay to Zimmer Biomet an $11 million termination fee, as described in the section of this proxy statement entitled "The Merger Agreement-Company Termination Fee" beginning on page 100.

Financing of the Merger

There is no financing condition to the consummation of the merger. Zimmer Biomet has represented in the merger agreement that it has the funds sufficient to consummate the merger and the other transactions contemplated by the merger agreement on the terms contemplated by the merger agreement and that, at the effective time, Zimmer Biomet and Merger Sub will have access to sufficient funds necessary for the acquisition of all shares of Company stock to be acquired pursuant to the merger and to pay all fees and expenses in connection therewith and to perform their respective obligations under the merger agreement.

Appraisal Rights

If the merger is consummated, holders of record and beneficial owners of shares of Company common stock who do not vote in favor of the merger agreement proposal and the beneficial owners of shares of Company common stock and Company preferred stock who do not wish to accept the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, will have the right to demand an appraisal of their shares of Company stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive an amount in cash equal to the fair value of their shares of Company stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value in lieu of receiving the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable. The "fair value" of your shares of Company stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, that you are otherwise entitled to receive under the merger agreement. These rights are known as "appraisal rights". This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Stockholders of record and beneficial owners who properly demand, and do not otherwise lose, withdraw or waive, appraisal rights under Section 262 will not receive the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, they would otherwise be entitled to receive pursuant to the merger agreement. Instead, they will receive an amount determined to be the "fair value" of their shares of Company stock following petition to, and an appraisal by, the Delaware Court. Stockholders of record and beneficial owners considering seeking appraisal should recognize that the fair value of their shares of Company stock determined under Section 262 could be more than, the same as or less than the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, stockholders of record and beneficial owners wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that stockholders of record or beneficial owners seek to exercise their appraisal rights under Section 262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of a stockholder of record's or beneficial owner's appraisal rights under the DGCL. A stockholder of record or beneficial owner who loses his, her or its appraisal rights will be entitled to receive the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable under the merger agreement.

A holder of record or a beneficial owner of shares of Company stock who (i) continuously holds or beneficially owns such shares on and from the date of the making of the demand through the effective time, (ii) properly submits a written demand for appraisal of their applicable shares of Company stock to the Company before the vote is taken on the merger agreement proposal at the special meeting, (iii) has not consented in writing to or otherwise voted in favor of the merger (including by executing and returning a proxy) or otherwise withdrawn, lost or waived appraisal rights, (iv) strictly complies with all other procedures for exercising appraisal rights under Section 262, (v) does not thereafter fail to perfect or effectively withdraw his, her or its demand for appraisal of such shares or otherwise lose his, her or its rights to seek appraisal and (vi) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner's beneficial ownership of Company stock and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below), will be entitled to have their shares of Company stock appraised by the Delaware Court and to receive payment in cash of the fair value of his, her or its shares of Company stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value from the effective time of the merger through the date of payment of the judgment.

Section 262 requires that where a merger agreement for which appraisal rights are provided by Section 262 is to be submitted for adoption at a meeting of stockholders, the stockholders of record must be notified that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders of record to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes the Company's required notice to our stockholders of record that appraisal rights are available in connection with the merger, in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://

delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares of Company stock, you must satisfy each of the following conditions: you must deliver to the Company a written demand for appraisal of your shares of Company stock before the taking of the vote on the merger, which demand must reasonably inform the Company of the identity of the holder of record of shares of Company stock who intends to demand appraisal of his, her or its shares of Company stock and, for beneficial owners only, such demand must be accompanied by documentary evidence of such beneficial owner's beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and must provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below); you must not vote or submit a proxy in favor of the proposal to adopt the merger agreement; you must hold, or beneficially own, as applicable, your shares of Company stock continuously through the effective time; and you must comply in all respects with the other applicable requirements of Section 262. A proxy or vote against the merger shall not constitute an appraisal demand.

A Company stockholder of record or beneficial owner who elects to exercise appraisal rights must mail his, her or its written demand for appraisal to the following address:

Monogram Technologies Inc.
3913 Todd Lane
Austin, TX 78744
Attention: Benjamin Sexson
Chief Executive Officer

Demands for appraisal may not be submitted by electronic transmission. Such written demands must be delivered to and received by the Company before the vote on the adoption of the merger agreement at the special meeting.

Within 10 days after the effective time, the surviving corporation must give written notice that the merger has become effective to (i) each Company stockholder of record and (ii) each beneficial owner of Company stock, in each case, of any class or series of stock, who is entitled to appraisal rights that the merger was approved and that appraisal rights are available for any or all shares of such class or series of stock who has properly filed a written demand for appraisal and who did not vote in favor of the proposal to adopt the merger agreement. At any time within 60 days after the effective time, or thereafter with the written approval of the Company, any holder of record or beneficial owner entitled to appraisal rights who properly made a written demand for appraisal in accordance with section 262 and who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, specified by the merger agreement for some or all of that person's shares of Company stock, without interest and less applicable tax withholdings, by delivering to the surviving corporation a written withdrawal of the demand for appraisal. A withdrawal of a holder of record's or beneficial owner's demand for appraisal will be deemed to be acceptance of the terms of the merger agreement, which terms are summarized in this proxy statement and which original merger agreement is attached in its entirety to this proxy statement as Annex A, as amended by the merger agreement amendment attached in its entirety to this proxy statement as Annex D. However, any such attempt to withdraw made more than 60 days after the effective time will require the surviving corporation's written approval.

Within 120 days after the effective time, but not thereafter, either the surviving corporation or any stockholder of record or beneficial owner who has properly and timely demanded appraisal and otherwise complied with Section 262 and who is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a stockholder of record or beneficial owner, demanding a determination of the fair value of the shares of Company stock held by all stockholders of record and beneficial owners that have demanded appraisal. The surviving corporation is under no obligation, and there is no present intent on the part of the Company or the surviving corporation, to file an appraisal petition. Stockholders of record and beneficial owners seeking to exercise appraisal rights should assume that the

Company and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company stock. Accordingly, stockholders of record and beneficial owners who desire to have their shares of Company stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within 120 days after the effective time, no petition has been filed as provided above, all rights to appraisal will cease and any stockholder of record or beneficial owner that previously demanded appraisal will become entitled only to the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, under the merger agreement, without interest.

No appraisal proceeding in the Delaware Court will be dismissed as to any holder of record or beneficial owner without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just; provided, however, that this shall not affect the right of any holder of record or beneficial owner who has properly made an appraisal demand but who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person's demand for appraisal and to accept the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, within 60 days after the effective time of the merger. If the surviving corporation does not approve a holder of record's or beneficial owner's request to withdraw a demand for appraisal when that approval is required or, except with respect to any holder of record or beneficial owner who withdraws such person's demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court does not approve the dismissal of an appraisal proceeding with respect to a holder of record or beneficial owner, the holder of record or beneficial owner will be entitled to receive only the appraised value of such holder of record's or beneficial owner's shares of Company stock determined in any such appraisal proceeding, which value could be less than, equal to or more than the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, being offered pursuant to the merger agreement.

In addition, within 120 days after the effective time, any person who has theretofore complied with the applicable provisions of Section 262 and who is otherwise entitled to appraisal rights will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of Company stock that has not consented in writing or otherwise voted in favor of the approval of the adoption of the merger agreement and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of holders of record or beneficial owners of such shares (provided that, where a beneficial owner makes a demand pursuant to Section 262, the holder of record of such shares of Company stock shall not be considered a separate stockholder of record holding such shares of the Company for purposes of such aggregate number). Such statement must be given within 10 days after the written request therefor has been received by the surviving corporation or within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a holder of record or beneficial owner, service of a copy of such petition must be made upon the surviving corporation by such holder of record or beneficial owner. The surviving corporation shall be required, within 20 days after such service, to file with the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders of record and beneficial owners who have demanded appraisal of their shares of Company stock and with whom the surviving corporation has not reached agreements as to the value of such shares (which we refer to as the "Chancery List"). If the petition shall be filed by the surviving corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Delaware Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such stockholders of record and beneficial owners set forth on the Chancery List. The forms of notices by mail and by publication shall be approved by the Delaware Court, and the costs thereof shall be borne by the surviving corporation.

If a petition for an appraisal is timely filed by a holder of record or beneficial owner, at the hearing on such petition, the Delaware Court will determine which stockholders of record and beneficial owners have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court may require the stockholders of record and beneficial owners who have demanded an appraisal of their shares of Company stock and who hold shares represented by certificates to submit their certificates of shares of Company stock to the Register in Chancery for notation thereon of the pendency of the appraisal

proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person. If immediately before the merger, the shares of the class or series of stock of the corporation were listed on a national securities exchange (which we expect to be the case), the Delaware Court will dismiss the appraisal proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (ii) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

Upon application by the surviving corporation or any stockholder of record or beneficial owner entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders of record or beneficial owners entitled to appraisal. Any stockholder of record or beneficial owner whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such stockholder of record or beneficial owner is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court shall determine the fair value of shares of Company stock at the effective time, taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder of record and beneficial owner entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares of Company common stock as determined by the Delaware Court, and (ii) interest theretofore accrued, unless paid by the surviving corporation as part of the pre-judgment payment to the stockholder of record or beneficial owner.

When the fair value of the shares of Company stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, by the surviving corporation to the stockholders of record and beneficial owners entitled to receive the same. Payment will be made to each such person upon such terms and conditions as the Delaware Court may order.

Although the Company believes that the merger consideration, the Series D liquidation preference and Series E liquidation preference are fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and stockholders of record and beneficial owners should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable. Moreover, the surviving corporation does not anticipate offering more than the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, to any stockholder of record and beneficial owners exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the "fair value" of the relevant shares of Company stock is less than the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable.

In determining "fair value", the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company". The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. The Delaware Supreme Court has

indicated that transaction price is one of the relevant factors the Delaware Court may consider in determining "fair value" and that absent deficiencies in the sale process the transaction price should be given "considerable weight." Section 262 provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger". In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value", but which rather applies only to the speculative elements of value arising from such accomplishment or expectation.

In Weinberger, the Delaware Supreme Court construed Section 262 to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered". In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder's or beneficial owner's exclusive remedy.

The cost of the appraisal proceeding may be determined by the Delaware Court and allocated among the parties as the Delaware Court deems equitable in the circumstances. Upon application of a stockholder of record or beneficial owner whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys' and expert witness fees, be charged pro rata against the value of all shares of Company stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

If any holder of record or beneficial owner who demands appraisal of his, her or its shares of Company stock under Section 262 fails to perfect, effectively withdraws, or otherwise waives or loses such stockholder of record's or beneficial owner's right to appraisal, such stockholder of record's or beneficial owner's shares of Company stock will be deemed to have been converted on the effective time of the merger into the right to receive the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, as provided in the merger agreement, without interest. A holder of record or beneficial owner will fail to perfect, effectively withdraw or otherwise waive or lose such stockholder of record's or beneficial owner's right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger or if the holder of record or beneficial owner delivers to the surviving corporation a written withdrawal of such stockholder of record's or beneficial owner's demand for appraisal and an acceptance of the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, as provided in the merger agreement in accordance with Section 262 within 60 days of the effective time of the merger.

Any holder of record or beneficial owner who has duly demanded appraisal with respect to some or all of such holder of record's or beneficial owner's shares of Company stock in compliance with Section 262 will not, from and after the effective time, be entitled to vote for any purpose any shares of Company common stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to Company stockholders of record at a date prior to the effective time.

No appraisal proceeding in the Delaware Court shall be dismissed as to any person without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court made under Section 262(j) of the DGCL; provided, however, that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person's demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective time. If no petition for appraisal is filed with the Delaware Court within 120 days after the effective time, all rights to appraisal will cease and any stockholder of record or beneficial owner that previously demanded appraisal will become entitled only to the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, under the merger agreement.

FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTION 262 MAY RESULT IN THE LOSS OF A HOLDER OF RECORD'S OR BENEFICIAL OWNER'S STATUTORY APPRAISAL RIGHTS. IN THAT EVENT, YOU WILL BE ENTITLED TO RECEIVE THE MERGER CONSIDERATION, THE SERIES D LIQUIDATION PREFERENCE OR SERIES E LIQUIDATION PREFERENCE, AS APPLICABLE, FOR YOUR DISSENTING SHARES IN ACCORDANCE WITH THE MERGER AGREEMENT, WITHOUT INTEREST AND LESS ANY APPLICABLE WITHHOLDING TAXES. CONSEQUENTLY, ANY HOLDER OF RECORD OR BENEFICIAL OWNER WISHING TO EXERCISE APPRAISAL RIGHTS IS ENCOURAGED TO CONSULT FINANCIAL AND LEGAL COUNSEL BEFORE ATTEMPTING TO EXERCISE THOSE RIGHTS.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern. The summary included herein does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of a person's appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration, the Series D liquidation preference or Series E liquidation preference, as applicable, under the merger agreement, without interest and subject to any applicable withholding taxes.

Interests of the Company's Directors and Executive Officers in the Merger

The Company's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. The members of the Board were aware of and considered these interests in reaching the determination to adopt the merger agreement and to recommend that Company common stockholders approve the merger agreement proposal.

The Company's non-employee directors for purposes of the discussion below are Colleen Gray, Rick Van Kirk, Paul Riss and Douglas Unis.

The Company's executive officers for purposes of the discussion below are Noel Knape (Chief Financial Officer), Benjamin Sexson (Chief Executive Officer) and Kamran Shamaei (Chief Technology Officer).

Treatment of Company Options

For information regarding beneficial ownership of the shares of Company common stock by each of the Company's current directors and executive officers and all such directors and executive officers as a group, please see the section of this proxy statement entitled "Security Ownership of Certain Beneficial Owners, Management and Directors", beginning on page 115. Each of the Company's directors and executive officers will be entitled to receive, for each share of Company common stock he or she holds, the same per share cash consideration in the same manner as other Company common stockholders and the same CVR consideration in the same manner as other Company common stockholders.

At the effective time, each Company option that is an in the money option that is then outstanding and unexercised, whether or not vested, will be cancelled and converted into the right to receive, with respect to each share of Company common stock underlying the vested portion of such in the money option (determined after taking into account any vesting acceleration in connection with the merger) and subject to any applicable withholding taxes and other required deductions, (i) a cash payment equal to the excess of (A) the cash amount (that is, $4.04) over (B) the exercise price payable per share of Company common stock underlying such in the money option, and (ii) one CVR issued pursuant to and in accordance with the CVR agreement. However, any such in the money option with a per share exercise price that is equal to or greater than the cash amount (that is, $4.04) but less than the sum of the cash amount and the maximum CVR consideration payable pursuant to the CVR agreement (that is, $16.41) will be cancelled and converted into the right to receive solely, in full satisfaction of the rights of such holder with respect thereto, for each share of Company common stock underlying such in the money option, one CVR issued pursuant to and in accordance with the CVR agreement (where the amount payable pursuant to the CVR agreement, if any,

will be reduced by the portion of such in the money option's per share exercise price that exceeds the cash amount (that is, $4.04).

At the effective time, each Company option other than an in the money option that is then outstanding and unexercised, whether or not vested, will be cancelled with no consideration payable in respect thereof.

The Company may elect to accelerate the vesting of all or a portion of Company options outstanding as of immediately prior to the closing date of the merger.

With respect to the in the money Company options described above, the aggregate cash consideration payable in connection with the closing shall be paid as soon as reasonably practicable after the effective time (but no later than the later of (i) the first regularly-scheduled payroll date after the effective time and (ii) 10 business days following the effective time).

For more information, please see the section of this proxy statement entitled "The Merger Agreement-Treatment of Company Options" beginning on page 80.

As of August 14, 2025, all of the Company options held by the executive officers and directors are in the money options, and the total number of outstanding Company options and estimated values of the Company options held by each executive officer and director are as follows:

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(1)

Amounts listed in this column assume all outstanding Company options are or will be fully vested in connection with the transaction.

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(2)

Amounts listed in this column were calculated by multiplying, for each outstanding grant of Company options held by such executive officer or director, the excess of the cash amount (that is, $4.04) over the strike price applicable to such grant, by the total number of outstanding Company options with respect to such grant.

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(3)

Amounts listed in this column were calculated by multiplying the maximum CVR consideration payable pursuant to the CVR agreement (that is $12.37) by the total number of outstanding Company options held by such executive officer or director.

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Pro-Rated 2025 Bonuses

Prior to but in connection with the closing of the merger, the Company may pay pro-rated bonuses with respect to the 2025 calendar year (the "pro-rated 2025 bonuses") to the Company's employees, including the Company's executive officers, in accordance with the following:

•

The total amount payable in respect of such pro-rated 2025 bonuses shall not exceed $580,000 in the aggregate.

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•

No individual employee shall receive an amount in excess of such employee's actual accrued bonus amount as determined by Zimmer Biomet and the Company in mutual good faith. But subject to the

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aggregate limit of $580,000 set forth above, each of the Company's executive officers may receive a pro-rated 2025 bonus that exceeds 15% of their respective annualized base compensation.

•

Bonus payments shall be made only to employees of the Company who are actively employed and remain continuously employed by the Company immediately prior to the closing of the merger, and as selected by the Company in its sole discretion.

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Severance Entitlements

The Company has entered into employment agreements (which we refer to, collectively, as the "employment agreements", and each an "employment agreement") with each of Mr. Sexson, Mr. Knape and Mr. Shamaei. The Employment Agreements provide, among other things, for severance payments in the event of an involuntary termination of employment by the Company (such as the merger).

Pursuant to Mr. Sexson's employment agreements, if his employment is involuntarily terminated by the Company without "cause" then he is entitled to receive: (i) severance payments in an amount equal to six months of his base salary at the rate then in effect on the date of notice of his termination, payable in accordance with the Company's payroll practices; and (ii) the vesting of then-unvested shares of Company common stock granted to him shall be accelerated.

Based on Company policy, severance for the other executive officers is based on the discretion of the Board.

Additionally, each such executive officer's employment agreement contains restrictive covenants relating to non-disclosure of confidential information.

New Zimmer Biomet Offer Letters and Broad-Based Severance Policies

Zimmer Biomet entered into offer letters with each of Mr. Sexson and Mr. Shamaei (which we refer to collectively as the "offer letters"). Contingent on the successful consummation of the merger, on the effective date of the consummation of the merger (the "closing date"), the terms and conditions of employment included in the offer letters will become effective. The offer letters completely replace and supersede the employment agreements with each of Mr. Benjamin Sexson and Mr. Kamran Shamaei.

The offer letters provide, among other things, that Mr. Sexson will become a Vice President, General Manager, reporting to Shaun Braun, SVP Chief Information and Technology Officer and Mr. Shamaei will become a Vice President, reporting to Mr. Sexson. In addition, Mr. Sexson will receive a gross annual salary of $375,000, and Mr. Shamaei will receive a gross annual salary of $365,000. Beginning in 2026, each of Mr. Sexson and Mr. Shamaei will be eligible for Zimmer Biomet's annual merit review process which involves base pay increases consistent with job performance.

Mr. Sexson and Mr. Shamaei are also eligible to earn an annual bonus under Zimmer Biomet's Non-Executive Performance Incentive Plan. Mr. Sexson's target bonus is 35% of his eligible earnings following the closing date for the 2025 bonus year and Mr. Shamaei's target bonus is 40% of his eligible earnings following the closing date for the 2025 bonus year, in each case, less applicable withholdings and deductions.

Based on the performance of each of Mr. Sexson and Mr. Shamaei, each will receive annual Zimmer Biomet equity awards beginning in 2026 at the discretion of the Compensation and Management Development Committee of the Board of Directors of Zimmer Biomet. Both Mr. Sexson and Mr. Shamaei will be eligible for Zimmer Biomet's competitive benefits offering as well.

Each offer letter is contingent upon the executive officer's agreement to Zimmer Biomet's Restrictive Covenant, Non-Disclosure and Intellectual Property Agreement.

Pursuant to Zimmer Biomet's broad-based severance policies, if terminated under qualifying conditions and subject to his execution and non-revocation of a release of claims, (i) each of Mr. Sexson and Mr. Shamaei would be eligible to receive (A) an amount equal to one times his base salary, (B) an amount representing 12 months of the then-current monthly COBRA premium for the group health insurance (medical and dental, but excluding vision) he had in effect the day before separation from employment, and (C) if such separation from employment occurs on or after January 1 but prior to the payment date for bonuses related to the

previous calendar year under applicable Zimmer Biomet bonus plans, the value of the bonus he would have received under such bonus plans, if any, had he remained employed on the payment date of such bonus plans and (ii) Mr. Knape would be eligible to receive (A) an amount equal to two weeks of pay per year of service, with a minimum of 8 weeks and a maximum of 39 weeks and (B) an amount representing such number of weeks (with a maximum of 12 weeks) of the then-current weekly COBRA premium for the group health insurance (medical and dental, but excluding vision) he had in effect the day before separation from employment.

Voting Agreements

Subject to certain termination rights as described in the section of this proxy statement entitled "Voting Agreement", certain stockholders of the Company, including Mr. Sexson, Dr. Unis and Mr. Shamaei, entered into voting agreements with Zimmer Biomet and Merger Sub pursuant to which such specified stockholders agreed, among other things, to vote or cause to vote all subject shares (i) in favor of adoption and approval of the merger agreement and approval of the merger; (ii) against any acquisition proposal from a third party; and (iii) against any other action that is intended or would reasonably be expected to materially impede, interfere with or delay the consummation of the merger or any of the other transactions contemplated by the merger agreement; so long as the merger agreement is not amended or modified in such a way as to reduce the amount, change the form or otherwise adversely affect the consideration payable to any of the Company stockholders pursuant to the merger agreement. For additional information on the voting agreements, please see the section of this proxy statement entitled "Voting Agreement" beginning on page 111.

Mt. Sinai Relationship with Dr. Unis

As has been disclosed, the Company had previously entered into an Exclusive License Agreement (the "License Agreement") with Icahn School of Medicine at Mount Sinai ("Mount Sinai"), an entity which Dr. Unis is affiliated and with which he is employed as an associate professor. The License Agreement, as amended most recently on May 31, 2023, was terminated on July 9, 2025 (the "Sinai Termination Agreement"). Among the various intellectual property and commercial provisions of the License Agreement, it resulted in the issuance of a total of 2,360,304 shares of Company common stock to Mount Sinai. At the time of the execution of the License Agreement, Dr. Unis and Mount Sinai agreed, pursuant to a separate agreement to which the Company is not a party, that Dr. Unis would be entitled to a portion of those shares owned by Mount Sinai, which portion is equal to 487,324 shares of Company common stock. Currently, all shares issuable to Mount Sinai pursuant to the terms of the License Agreement have been issued (See below "Security Ownership of Certain Beneficial Owners, Management, and Directors"). Dr. Unis has not been allocated his portion of these shares by Mount Sinai to date. In addition, because of this separate agreement, Dr. Unis will be entitled to a portion of the termination payment payable under the Sinai Termination Agreement.

Director and Officer Indemnification

Pursuant to the terms of the merger agreement, each current or former director or officer of the Company will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see the section of this proxy statement entitled "The Merger Agreement-Indemnification and Insurance" beginning on page 95.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general summary of material U.S. federal income tax consequences of the merger to Company common stockholders whose shares of Company common stock are converted into the right to receive the merger consideration. This summary applies only to persons that hold shares of Company common stock as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not purport to address all U.S. federal income tax matters that may be relevant to a particular Company stockholder. This summary does not address tax considerations applicable to Company stockholders that may be subject to special tax rules including, without limitation, the

following: (a) persons that are subject to special expatriation rules; (b) financial institutions; (c) insurance companies; (d) dealers or traders in securities or currencies or notional principal contracts; (e) tax-exempt entities; (f) persons that hold Company stock as part of a "hedging" or "conversion" transaction or as a position in a "straddle" or as part of a "synthetic security" or other integrated transaction for U.S. federal income tax purposes; (g) Company stockholders subject to the alternative minimum tax; (h) regulated investment companies; (i) real estate investment trusts; (j) persons that own (or are deemed to own) 5% or more of the outstanding Company stock; (k) partnerships and other pass-through entities and persons who hold Company stock through such partnerships or other pass-through entities; (l) persons that have a "functional currency" other than the U.S. dollar; (m) Company stockholders that exercise appraisal rights or acquired (or will acquire) Company common stock through exercise of employee stock options or otherwise as compensation; and (n) persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement.

This summary is not a complete analysis of all potential U.S. federal income tax consequences, nor does it address any tax consequences arising under any state, local or foreign tax laws or U.S. federal estate or gift tax laws. This summary is based on current provisions of the Code, existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof. All of the foregoing are subject to change, and changes could apply retroactively and could affect the tax consequences described below.

For purposes of the merger, a "U.S. Holder" means a beneficial owner of Company common stock that is, for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any political subdivision thereof; (c) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust (i) if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons has the authority to control all the substantial decisions of the trust or (ii) that has a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person. For purposes of the merger, a "Non-U.S. Holder" is a beneficial owner of Company common stock that is not a U.S. Holder and is not a partnership for U.S. federal income tax purposes. If a partnership (or other entity taxable as a partnership for U.S. federal income tax purposes) holds Company common stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding Company common stock should consult their own tax advisors.

The descriptions of U.S. federal income tax consequences set forth below are for general information only. Holders should consult their own tax advisors as to the particular tax consequences to them of the merger, including the application of U.S. federal, state, local and foreign tax laws and possible changes in such laws.

Consequences of the Merger to U.S. Holders. The exchange of Company common stock for the merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a U.S. Holder recognizes and the timing and character of a portion of such gain or loss depends on the U.S. federal income tax treatment of the CVRs, with respect to which there is uncertainty. The installment method of reporting any gain attributable to the receipt of a CVR or payment with respect to a CVR generally will not be available with respect to the disposition of Company common stock pursuant to the merger because shares of Company common stock are traded on an established securities market.

There is no legal authority directly addressing the U.S. federal income tax treatment of the receipt of the CVRs in connection with the merger. The receipt of the CVRs pursuant to the merger might be treated as a "closed transaction" or as an "open transaction" for U.S. federal income tax purposes, each discussed below.

Pursuant to U.S. Treasury Regulations dealing with contingent payment obligations analogous to the CVRs, if the fair market value of the CVRs is "reasonably ascertainable", a U.S. Holder should treat the transaction as a "closed transaction" and treat the fair market value of the CVRs as part of the consideration received in the merger for purposes of determining the U.S. Holder's gain or loss. On the other hand, if the fair market value of the CVRs cannot be reasonably ascertained, a U.S. Holder should treat the transaction as an "open transaction" for purposes of determining gain or loss. These Treasury Regulations state that only

in "rare and extraordinary" cases would the value of contingent payment obligations not be reasonably ascertainable. The following sections discuss the U.S. federal income tax consequences of a U.S. Holder's receipt of cash and CVRs in exchange for Company common stock in the event it is treated as a "closed transaction" and, alternatively, in the event it is treated as an "open transaction". There is no authority directly addressing whether contingent payment rights with characteristics similar to the rights under a CVR should be treated as a "closed transactions" or "open transactions", and such question is inherently factual in nature. Accordingly, U.S. Holders are urged to consult their own tax advisors regarding the availability of "open transaction" treatment and other possible characterizations of the receipt of, and payments made with respect to, a CVR. The following sections discuss certain U.S. federal income tax consequences of the merger to U.S. Holders if the exchange of Company common stock for cash and CVRs pursuant to the merger, as applicable, is treated as an open transaction or, alternatively, as a closed transaction for U.S. federal income tax purposes.

Treatment as Open Transaction. If the receipt of the CVRs pursuant to the merger is treated as an "open transaction" for U.S. federal income tax purposes, the fair market value of the CVRs would not be treated as additional consideration for the Company common stock at the time the CVRs are received in the merger and the U.S. Holder would have no tax basis in the CVRs. Instead, the U.S. Holder would take payments under the CVRs into account when made or deemed made in accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes. Such payments (less any imputed interest under Section 483 of the Code, as described below under "Imputed Interest") may be treated, in general, as additional consideration for the disposition of the Company common stock. Payments of cash pursuant to the closing of the merger, plus the portion of any future cash payments on the CVRs not treated as imputed interest, generally first would be applied to reduce a U.S. Holder's adjusted tax basis in the Company common stock. After the U.S. Holder's adjusted tax basis in the Company common stock is reduced to zero, the U.S. Holder then would recognize gain to the extent of any excess cash received pursuant to the closing of the merger or the portion of CVR payments not treated as imputed interest. A U.S. Holder would recognize a loss to the extent of any remaining basis after the basis reduction described in the previous sentence, although it is possible that such holder would not be able to recognize such loss until the resolution of all contingencies under the CVRs or possibly until such holder's abandonment of the holder's CVRs. A U.S. Holder generally would calculate gain or loss separately for each block of Company common stock (that is, Company common stock acquired at the same cost in a single transaction). Any such gain or loss will be long-term if the Company common stock was held for more than one year prior to such disposition. Long-term capital gains for non-corporate U.S. Holders are generally eligible for a reduced rate of federal income taxation. For both corporate and non-corporate taxpayers, the deductibility of capital losses is subject to limitations.​

Treatment as Closed Transaction. If the receipt of the CVRs is treated as, or determined to be, part of a "closed transaction" for U.S. federal income tax purposes, a U.S. Holder generally would recognize capital gain or loss on a sale of Company common stock for the merger consideration pursuant to the merger, in an amount equal to the difference, if any, between (i) the amount of cash the U.S. Holder receives at closing plus the "reasonably ascertainable" fair market value of any CVRs the U.S. Holder receives and (ii) the U.S. Holder's adjusted tax basis in the U.S. Holder's Company common stock. The proper method to determine the fair market value of a CVR is not clear, but it is possible that the trading value of the Company common stock would be considered along with other factors in making that determination. Gain or loss generally would be calculated separately for each block of Company common stock (that is, Company common stock acquired at the same cost in a single transaction) exchanged for the merger consideration pursuant to the merger. Any capital gain or loss recognized will be long-term capital gain or loss if the U.S. Holder's holding period for such Company common stock exceeds one year. Long-term capital gains for non-corporate U.S. Holders are generally eligible for a reduced rate of federal income taxation. For both corporate and non-corporate taxpayers, the deductibility of capital losses is subject to limitations.

Under the "closed transaction" method, a U.S. Holder's initial tax basis in a CVR would equal the fair market value of such CVR upon receipt. The holding period for the CVR would begin on the day following the date of the closing of the merger.

There is no authority directly addressing the U.S. federal income tax treatment of receiving payments with respect to the CVRs and, therefore, the amount, timing and character of any gain, income or loss with respect to the CVRs is uncertain. For example, payments with respect to the CVRs could be treated as

payments with respect to a sale or exchange of a capital asset or as giving rise to ordinary income. It is also unclear how a U.S. Holder of the CVRs would recover its adjusted tax basis with respect to payments thereon.

Imputed Interest. Under either the "closed transaction" or "open transaction" treatment, a portion of any payment with respect to a CVR may be treated as imputed interest that is ordinary income to a U.S. Holder. The portion of the payment treated as imputed interest under Section 483 of the Code would be determined at the time such payment is made and generally would equal the excess of (i) the amount of the CVR payment over (ii) the present value of such amount as of the effective time, calculated using the applicable federal rate as the discount rate. The applicable federal rate is published monthly by the IRS. The relevant applicable federal rate would be the lower of the lowest applicable federal rate in effect during the three-month period ending with the month that includes the date on which the merger agreement was signed or the lowest applicable federal rate in effect during the three-month period ending with the month that includes the date of the consummation of the merger. A U.S. Holder would include in its taxable income interest imputed pursuant to Section 483 of the Code using such holder's regular method of accounting for U.S. federal income tax purposes.

As discussed above, the U.S. federal income tax treatment of the CVRs is unclear. U.S. Holders should consult their own tax advisors regarding such treatment.

Consequences of the Merger to Non-U.S. Holders. Subject to the discussions below under "Backup Withholding" and "FATCA", payments a Non-U.S. Holder receives with respect to Company common stock that the Non-U.S. Holder exchanges pursuant to the merger generally will be exempt from U.S. federal income tax, unless:

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the Non-U.S. Holder's gain, if any, with respect to Company common stock is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (and, if an income tax treaty applies, is attributable to the Non-U.S. Holder's permanent establishment in the United States), in which case (i) the Non-U.S. Holder will be subject to U.S. federal income tax generally in the same manner as a U.S. Holder and (ii) if the Non-U.S. Holder is a corporation, the Non-U.S. Holder may also be subject to branch profits tax on such gain at a 30% rate (or such lower rate as may be specified under an applicable income tax treaty); or

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the Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the Non-U.S. Holder will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on the gain from the exchange of Company common stock (net of certain losses recognized during such year).

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Generally, if CVR payments are made to a Non-U.S. Holder more than one year after the effective time, unless such a holder establishes its entitlement to exemption from or a reduced rate of withholding under an applicable tax treaty (generally, by providing a properly completed IRS Form W-8BEN or W-8BEN-E or other applicable form), then an amount equal to 30% (or lower applicable treaty rate) of the portion of any such payments treated as imputed interest (as discussed above) may be subject to withholding. As discussed above, the tax treatment of the CVRs and payments with respect to the CVRs is unclear, and it is possible that Zimmer Biomet or an applicable withholding agent may be required to withhold additional amounts on payments with respect to the CVRs. Non-U.S. Holders are urged to consult their own tax advisors with respect to the treatment of the CVRs and payments on the CVRs.

Information Reporting and Backup Withholding. All payments to which a holder of Company common stock would be entitled pursuant to the merger and amounts received in respect of CVRs will be subject to backup withholding, currently at a rate of 24%, unless the holder (i) is a corporation, a Non-U.S. Holder or another exempt recipient or (ii) provides the holder's taxpayer identification number ("TIN") and certifies that no loss of exemption from backup withholding has occurred. If a holder is a U.S. Holder, the holder should complete, sign and return an IRS Form W-9 to the paying agent, in order to provide the information and certification necessary to avoid backup withholding, unless an applicable exception exists and is proved in a manner satisfactory to the paying agent. If a holder is a Non-U.S. Holder, the holder must generally submit an IRS Form W-8BEN (or other applicable IRS Form W-8) attesting to the holder's exempt foreign status in order to qualify as an exempt recipient.

Tax information provided to a U.S. Holder and the IRS on IRS Form 1099-B for the year of the merger may reflect only the cash amounts paid to the U.S. Holder in the merger and not the fair market value of the U.S. Holder's interest in payments made (or to be made) with respect to the CVRs. Accordingly, a U.S. Holder that treats the merger as a "closed transaction" for U.S. federal income tax purposes may receive an IRS Form 1099-B reporting an amount received that is less than the amount such U.S. Holder will realize in the year of the merger. In addition, any IRS Form 1099-B a U.S. Holder receives with respect to payments with respect to the CVRs may reflect the entire amount of the CVR payments paid to the U.S. Holder (except imputed interest) and therefore may not take into account the fact that the U.S. Holder already included the value of such payments in such U.S. Holder's amount realized in the year of the merger. As a result, U.S. Holders reporting under the "closed transaction" method should not rely on the amounts reported to them on IRS Forms 1099-B in the year of the merger or in any later years in which they receive payments with respect to the CVRs. U.S. Holders are urged to consult their tax advisors regarding how to accurately report their income and reflect (or adjust) amounts reflected on their IRS Forms 1099-B.

If a holder does not provide a correct TIN, the holder may be subject to penalties imposed by the IRS. Any amount paid as backup withholding does not constitute an additional tax and generally will be creditable against the holder's U.S. federal income tax liability, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a holder may obtain a refund by filing a U.S. federal income tax return. Holders should consult their own tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining the exemption.

FATCA. Pursuant to Sections 1471 to 1474 of the Code and the U.S. Treasury Regulations promulgated thereunder (the provisions commonly known as "FATCA"), if a Non-U.S. Holder exchanges Company common stock pursuant to the merger, the gross proceeds payable to such Non-U.S. Holder from such sale generally would be subject to withholding at a rate of 30% unless such Non-U.S. Holder complies with the documentation, registration, due diligence and reporting requirements of FATCA. However, proposed U.S. Treasury Regulations have eliminated the application of FATCA withholding to payments of gross proceeds from the disposition of a stock interest in a domestic corporation (such as the Company common stock). Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Non-U.S. Holders may also be subject to FATCA withholding with respect to imputed interest amounts. Non-U.S. Holders should consult with their tax advisors regarding the possible implications of these rules.

THE DISCUSSION ABOVE OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE MERGER OR WITH RESPECT TO CVRS. THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX OR LEGAL ADVICE. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH HOLDER SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICABILITY OF THE RULES DISCUSSED ABOVE TO THE HOLDER AND THE PARTICULAR TAX EFFECTS TO THE HOLDER OF THE MERGER AND WITH RESPECT TO THE CVRS IN LIGHT OF SUCH HOLDER'S PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES, OR THROUGH THE APPLICATION OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Litigation Relating to the Merger

On August 13, 2025, a lawsuit was filed by two purported Company stockholders in the United States District Court for the Northern District of Indiana, South Bend Division, against the Company and the Board. The lawsuit is captioned Amro Alsaid and Andrew Haggerty v. Monogram Technologies Inc., et al., Docket No. 3:25-cv-00693. To the best of the Company's knowledge, the Complaint has not been served on any defendant. The Complaint alleges, among other things, that the Preliminary Proxy is false and misleading and/or omits material information concerning the proposed transaction in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act. In addition to monetary damages in an unspecified amount and other remedies, the lawsuit seeks to enjoin the Company and the Board from proceeding with the Company stockholder approval or taking any steps to consummate the proposed merger. While the Company and the Board believe the claims asserted are without merit and intend to vigorously defend against the lawsuit, this matter is at a preliminary stage and neither the Company nor the Board have answered or otherwise responded to the Complaint.

Between August 15, 2025 and August 28, 2025, the Company received seven demand letters from purported Company stockholders alleging disclosure deficiencies in the Preliminary Proxy. The demand letters demand that the Company and the Board issue certain corrective, amended, or supplemental disclosures. The Company believes that the disclosures set forth in the Preliminary Proxy comply with applicable law and that the allegations asserted in the demand letters are without merit.

Regulatory Approvals in Connection with the Merger

Subject to the terms and conditions of the merger agreement, (i) the parties to the merger agreement intend to, and are obligated to promptly, but in no event later than 30 days after the date of the merger agreement, make an appropriate filing of all notification and report forms as required by the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") with respect to the merger agreement, (ii) if Zimmer Biomet reasonably determines that a filing or notification is required to be made with or any consent, approval, permit or authorization is required to be obtained from, a Specified Antitrust Authority (as defined in the merger agreement) pursuant to prong (ii) of the definition thereof under Antitrust Laws (as defined in the merger agreement) in connection with the merger agreement, then Zimmer Biomet may make such filing or notification and seek such consent, approval, permit or authorization, and Zimmer Biomet and the Company shall, and shall cause their respective affiliates to, cooperate with each other in connection therewith, and (iii) the parties to the merger agreement shall (and shall cause their respective affiliates, if applicable, to) cooperate with each other in promptly determining (such determination to be evidenced by mutual written consent of the parties to the merger agreement, which consent shall not be unreasonably withheld, conditioned or delayed) whether any other filings or notifications are required to be made with, or any other consents, approvals, permits or authorizations are required to be obtained from, any other Governmental Bodies (as defined in the merger agreement) (including any Specified Antitrust Authorities pursuant to prong (iii) of the definition thereof) under Antitrust Laws in connection with the merger agreement, and if so, to promptly prepare and make any such filings or notifications and to seek any such other consents, approvals, permits or authorizations (the foregoing clauses (i) through (iii) collectively, "regulatory filings").

For further information, please refer to the section of this proxy statement entitled "The Merger Agreement-Reasonable Best Efforts" beginning on page 93. The Company and Zimmer Biomet currently believe that the necessary regulatory approvals can be obtained during the second half of 2025; however, there can be no assurances that such approvals will be obtained in accordance with this timing or at all.

HSR Act Clearance

Consummation of the merger is subject to the requirements of the HSR Act and the rules promulgated by the FTC, which prevent transactions such as the merger from being consummated until (i) certain information and materials are furnished to the DOJ and the FTC and (ii) the applicable waiting period under the HSR Act has expired or been terminated. The Company and Zimmer Biomet filed their respective Notification and Report Forms with the FTC and the Antitrust Division of the DOJ on August 6, 2025. The required 30-day waiting period under the HSR Act is expected to expire at 11:59 p.m. Eastern time on September 5, 2025.

At any time before or after consummation of the merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the merger will not be made or that, if a challenge is made, we will prevail.

Additional Approvals

The Company and Zimmer Biomet intend to make all required filings under the Exchange Act relating to the merger and obtain all other approvals and consents that may be necessary to give effect to the merger.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, or obtained at all, or that

the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. These conditions could result in the conditions to the merger not being satisfied.

Delisting and Deregistration of the Common Stock

If the merger is consummated, Zimmer Biomet will use reasonable best efforts (and the surviving corporation will reasonably cooperate with Zimmer Biomet) to cause the Company common stock to be delisted from the Nasdaq Capital Market and deregistered under the Exchange Act as soon as reasonably practicable following the effective time.

THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete, may not contain all of the information about the merger agreement that is or may be important to you and is qualified in its entirety by reference to the full merger agreement. A copy of the original merger agreement is attached to this proxy statement as Annex A and a copy of the merger agreement amendment is attached to this proxy statement as Annex D, each of which we incorporate by reference into this proxy statement. We strongly recommend that you read the merger agreement and the other documents related thereto carefully and in their entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and such other documents and not by this summary or any other information contained in this proxy statement.

The merger agreement is included with this proxy statement only to provide you with information regarding the terms of the merger agreement and not to provide you with any other factual information regarding the Company, Zimmer Biomet, Merger Sub or their respective subsidiaries, affiliates or businesses. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

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have been made only for purposes of the merger agreement;

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have been qualified by certain documents filed with, or furnished to, the SEC by the Company, from and after January 1, 2025, and on or prior to the close of business on July 10, 2025;

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have been qualified by confidential disclosures made by the Company in connection with the merger agreement;

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are subject to materiality qualifications contained in the merger agreement that may differ from what may be viewed as material by investors;

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are subject to knowledge qualifiers contained in the merger agreement, which qualifiers are tied to the actual knowledge of certain persons after reasonable inquiry;

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were made only as of July 11, 2025, or such other date as is specified in the merger agreement; and

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have been included in the merger agreement for the purpose of allocating risk between the Company, on the one hand, and Zimmer Biomet and Merger Sub, on the other hand, rather than establishing matters as facts.

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You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Zimmer Biomet, Merger Sub or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed (and may continue to change) after July 11, 2025, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. The Company will provide additional disclosure in its public reports of any material information necessary to provide the Company stockholders with a materially complete understanding of the disclosures relating to the merger agreement. See the section of this proxy statement entitled "Where You Can Find Additional Information" beginning on page 119.

Effects of the Merger

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, Merger Sub, a wholly-owned subsidiary of Zimmer Biomet, will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease and the Company will be the surviving corporation in the merger.

Closing and Effective Time of the Merger

Unless the merger agreement has been terminated pursuant to its terms, or the parties agree in writing otherwise, the closing of the merger will take place as soon as practicable (and in no event later than five business days) following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in the merger agreement (other than conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions at the closing of the merger).

The merger will become effective at the time that the certificate of merger is filed with the Secretary of State of the State of Delaware or, to the extent permitted by applicable law, at such later date and time as is agreed to in writing by Zimmer Biomet and the Company prior to the filing of such certificate of merger and specified therein.

At the effective time, by virtue of the merger and without any further action on the part of Zimmer Biomet, Merger Sub, the Company or any stockholder of the Company, Zimmer Biomet or Merger Sub, the certificate of incorporation of the Company, as in effect immediately prior to the effective time, will be amended and restated to read in its entirety as set forth on Annex I to the merger agreement and, as so amended and restated, will be the certificate of incorporation of the surviving corporation until thereafter amended in accordance with applicable law and the certificate of incorporation of the surviving corporation (and subject to compliance with the requirements of the merger agreement described under the section of this proxy statement entitled "- Indemnification and Insurance" below). At the effective time, the parties will take the actions necessary so that the bylaws of the Company will be amended and restated to conform to the bylaws of Merger Sub as in effect immediately prior to the effective time, except that references to Merger Sub's name will be replaced with references to the surviving corporation's name, and as so amended will be the bylaws of the surviving corporation until thereafter amended in accordance with applicable law and the certificate of incorporation and bylaws of the surviving corporation (and subject to compliance with the requirements of the merger agreement described under the section of this proxy statement entitled "- Indemnification and Insurance" below). The Company and Zimmer Biomet currently expect to consummate the merger during the second half of 2025, subject to receipt of the Company stockholder approval and the required regulatory approvals and the satisfaction or waiver (to the extent permitted by applicable law) of the other conditions to the merger described under the section of this proxy statement entitled "- Conditions of the Merger" below. For additional information, please see the section of this proxy statement entitled "The Merger-Regulatory Approvals in Connection with the Merger" beginning on page 76.

Directors and Officers of the Surviving Corporation

The parties will take all requisite action so that, from and after the effective time, the directors and officers of the surviving corporation shall be the respective individuals who served as the directors and officers of Merger Sub immediately prior to the effective time, or such other individuals designated by Zimmer Biomet as of the effective time, each to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation.

Prior to the closing of the merger, the Company will use reasonable best efforts to cause (i) each director of the Company immediately prior to the effective time and (ii) if requested by Zimmer Biomet, each officer of the Company immediately prior to the effective time, to execute and deliver a letter effectuating his or her resignation as an officer or as a member of the board of directors of the Company, conditioned upon the occurrence of, and effective as of immediately prior to, the effective time.

Consideration To Be Received in the Merger

The merger agreement provides that, at the effective time, each share of Company stock that is issued and outstanding as of immediately prior to the effective time (other than excluded shares and appraisal shares) will be converted automatically into, and will thereafter represent only, the right to receive: (A) in the case of each share of Company common stock, the merger consideration which consists of (i) the cash consideration ($4.04 in cash per share of Company common stock, without interest and subject to applicable

withholding taxes) and (ii) the CVR consideration (one CVR per share of Company common stock, which represents the right to receive the milestone payment amounts, in cash, net of applicable taxes and without interest, on the terms and subject to the conditions set forth in the merger agreement and the CVR Agreement), (B) in the case of each share of Series D preferred stock, the Series D liquidation preference, which is an amount equal to $2.25 per share, plus an amount equal to any accrued but unpaid dividends (whether or not declared) (if any), in cash, without interest and subject to applicable withholding taxes (however, as of the date of this proxy statement, the Company has no outstanding shares of Series D preferred stock) and (C) in the case of each share of Series E preferred stock, the Series E liquidation preference, which is an amount equal to $100.00 per share, in cash, without interest and subject to applicable withholding taxes. As of the effective time, each holder of Company stock will cease to have any rights with respect thereto, except the right to receive the merger consideration, Series D liquidation preference or Series E liquidation preference, as applicable, as described in the foregoing sentence.

If, between July 11, 2025 and the effective time, the outstanding shares of Company stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the amounts payable pursuant to the merger agreement will be appropriately and equitably adjusted to provide the holders of Company stock and the holders of Company options with the same economic effect as contemplated by the merger agreement prior to such event.

Excluded Shares

Each share of Company stock that is owned by the Company as a treasury share immediately prior to the effective time, or held by Zimmer Biomet or Merger Sub or any of their respective direct or indirect wholly-owned subsidiaries immediately prior to the effective time will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered or deliverable in exchange therefor.

Treatment of Company Options

At the effective time, each Company option that is an in the money option that is then outstanding and unexercised, whether or not vested, will be cancelled and converted into the right to receive, with respect to each share of Company common stock underlying the vested portion of such in the money option (determined after taking into account any vesting acceleration in connection with the merger) and subject to any applicable withholding taxes and other required deductions, (i) a cash payment equal to the excess of (A) the cash amount (that is, $4.04) over (B) the exercise price payable per share of Company common stock underlying such in the money option, and (ii) one CVR issued pursuant to and in accordance with the CVR agreement. Any such in the money option with a per share exercise price that is equal to or greater than the cash amount (that is, $4.04) but less than the sum of the cash amount and the maximum potential milestone payments, in each case in respect of one share of Company common stock (that is, $16.41) will be cancelled and converted into the right to receive solely, in full satisfaction of the rights of such holder with respect thereto, for each share of Company common stock underlying such in the money option, one CVR issued pursuant to and in accordance with the CVR agreement (where the amount payable pursuant to the CVR agreement, if any, will be reduced by the portion of such in the money option's per share exercise price that exceeds the cash amount (that is, $4.04)).

At the effective time, each Company option other than an in the money option that is then outstanding and unexercised, whether or not vested, will be cancelled with no consideration payable in respect thereof. No Company option will be assumed or continued by Zimmer Biomet or substituted with awards with respect to shares of Zimmer Biomet's common stock.

The Company may elect to accelerate the vesting of all or a portion of Company options outstanding as of immediately prior to the closing date of the merger.

With respect to the in the money options described above, the aggregate cash consideration payable in connection with the closing shall be paid as soon as reasonably practicable after the effective time (but no later than the later of (i) the first regularly scheduled payroll date after the effective time and (ii) 10 business days following the effective time).

With respect to the in the money options described above, the aggregate consideration payable in respect of the milestone payments, if any, with respect to the CVRs issued to the holders of such in the money options in accordance with the CVR agreement, will be paid, subject to any applicable withholding taxes and other required deductions, through an applicable payroll system, an applicable third-party payroll agent or by the paying agent, as soon as reasonably practicable following the date on which the milestone notice has been delivered to the rights agent, but in no event later than March 15th of the calendar year following the calendar year in which the applicable milestone was attained. Notwithstanding anything herein to the contrary, to the extent any payment to the holders of in the money options would cause an impermissible acceleration event under Section 409A of the Code, such amounts will instead be paid at the earliest time such payment would not cause or reasonably be expected to cause an impermissible acceleration event under Section 409A.

Prior to the effective time, the Board will adopt such resolutions and take such other actions as may be required to (i) effect the treatment of the Company options set forth above, (ii) implement a blackout period in connection with the exercise of Company options, effective no later than five business days prior to the closing date, (iii) terminate the Company's Amended and Restated 2019 Stock Option and Grant Plan, as amended from time to time, as of the effective time and (iv) ensure that, on and following the effective time, no holder of any Company options will have any rights to receive any payments, benefits, or property in respect of the Company options, other than as set forth above.

Payment for Stock

Prior to the effective time, Zimmer Biomet will designate a bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of the aggregate merger consideration, the aggregate Series D liquidation preference and the aggregate Series E liquidation preference, as applicable, payable to the holders of the Company stock in accordance with the merger agreement. On the closing date, Zimmer Biomet will deposit, or cause to be deposited, with the paying agent an amount in cash sufficient to pay the aggregate consideration payable to the holders of shares of Company stock. Zimmer Biomet will not be required to deposit any funds related to the CVR agreement unless and until such deposit is required pursuant to the terms of the CVR agreement.

As promptly as practicable after the effective time (but in no event more than five business days thereafter), Zimmer Biomet and the surviving corporation will cause the paying agent to deliver to each person who was, immediately prior to the effective time, a holder of record of shares of Company stock represented by a share certificate or book-entry shares not held, directly or indirectly, through DTC (other than excluded shares and appraisal shares) (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of such share certificate or book-entry shares to the paying agent in exchange for payment of the merger consideration, Series D liquidation preference or Series E liquidation preference, as applicable, as provided in the merger agreement.

Upon delivery of a letter of transmittal, duly completed and validly executed in accordance with such letter's instructions (and such other customary documents as may reasonably be required by the paying agent) and either (i) surrender to the paying agent of share certificates (or affidavits of loss in lieu thereof in accordance with the merger agreement) or (ii) transfer of book-entry shares not held through DTC, by book receipt of an "agent's message" in customary form by the paying agent in connection with the surrender of book-entry shares, in each case as contemplated in the merger agreement, the holder of such share certificates or book-entry shares will be entitled to receive, in exchange therefor, the merger consideration, Series D liquidation preference or Series E liquidation preference, as applicable, for each share of Company stock formerly represented by such share certificates or book-entry shares, subject to any applicable withholding taxes, and the share certificates or book-entry shares so surrendered will forthwith be cancelled.

With respect to book-entry shares held, directly or indirectly, through DTC, Zimmer Biomet and the Company will cooperate to establish procedures with the paying agent, DTC, DTC's nominees and such other necessary third-party intermediaries to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the effective time, upon surrender of book-entry shares held of record by DTC or its nominees in accordance with DTC's customary surrender procedures and such other procedures as agreed by Zimmer Biomet, the Company, the paying agent, DTC, DTC's nominees and

such other necessary third-party intermediaries, the merger consideration, Series D liquidation preference or Series E liquidation preference, as applicable, to which the beneficial owners thereof are entitled to receive as a result of the merger.

HOLDERS OF SHARE CERTIFICATES OR BOOK-ENTRY SHARES NOT HELD, DIRECTLY OR INDIRECTLY, THROUGH DTC, SHOULD NOT FORWARD THEIR STOCK CERTIFICATES TO THE PAYING AGENT WITHOUT A LETTER OF TRANSMITTAL AND SHOULD NOT RETURN THEIR STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD.

Transfer Books; No Further Ownership Rights

The merger consideration paid in respect of the shares of Company common stock, the Series D liquidation preference paid in respect of shares of Series D preferred stock (none of which are currently outstanding) and the Series E liquidation preference paid in respect of shares of Series E preferred stock, each in accordance with the merger agreement, will be deemed to have been paid in full satisfaction of all ownership rights in such Company stock, and at the effective time, the stock transfer books of the Company will be closed and thereafter there will be no further registration of transfers on the transfer books of the surviving corporation of the shares of Company stock that were outstanding immediately prior to the effective time. From and after the effective time, the holders of the shares of Company stock outstanding immediately prior to the effective time will cease to have any rights with respect to such shares, except as otherwise provided for in the merger agreement or by applicable law. If, at any time after the effective time, share certificates or book-entry shares are presented to the surviving corporation, for any reason, they will be cancelled and exchanged as provided in the merger agreement.

Lost, Stolen or Destroyed Certificates

If any share certificate has been lost, stolen or destroyed, the holder of such share certificate that has been lost, stolen or destroyed will have to make an affidavit of that fact and, if required by the surviving corporation, post a bond, in such reasonable amount as Zimmer Biomet may direct, as indemnity against any claim that may be made against it with respect to such share certificate, upon which the paying agent will pay, in exchange for such lost, stolen or destroyed share certificate, the applicable merger consideration, Series D liquidation preference or Series E liquidation preference, as applicable (less any amounts entitled to be deducted or withheld pursuant to the merger agreement).

Termination of Payment Fund

At any time following the first anniversary of the closing date of the merger, Zimmer Biomet will be entitled to require the paying agent to deliver to Zimmer Biomet any portion of the payment fund (including any interest received with respect thereto) which has not been disbursed to holders of share certificates or book-entry shares, and thereafter such holders who have not theretofore complied with the requirements described in the section of this proxy statement entitled "- Payment for Stock" will be entitled to look to the surviving corporation (subject to abandoned property, escheat and other similar law) only as general creditors thereof with respect to payment of their claims for the merger consideration, Series D liquidation preference or Series E liquidation preference, as applicable (less any amounts entitled to be deducted or withheld pursuant to the merger agreement).

No Liability

Notwithstanding any provision of the merger agreement to the contrary, none of the Company, Zimmer Biomet, Merger Sub, the surviving corporation or the paying agent will be liable to any person for any merger consideration, Series D liquidation preference or Series E liquidation preference properly delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar law. If any share certificate has not been surrendered prior to the date on which the merger consideration, Series D liquidation preference or Series E liquidation preference, as applicable, in respect of such share certificate would otherwise escheat to or become the property of any governmental authority, any merger consideration, Series D liquidation preference or Series E liquidation, as applicable, in respect of such share certificate will, to the extent permitted by applicable law, immediately prior to such date, become the property of the surviving corporation, subject to the claims of any holder of Company stock entitled to

payment thereof who has not complied with the requirements described in the section of this proxy statement entitled "- Payment for Stock" prior to such date.

Appraisal Rights

Shares of Company stock that are outstanding immediately prior to the effective time and that are held by any holder of record or beneficial owner who is entitled to demand, and properly demands, appraisal of such shares pursuant to, and who complies in all respects with, Section 262 will not be converted into the right to receive the merger consideration, Series D liquidation preference or Series E liquidation preference, as applicable, as provided in the merger agreement, but instead will, at the effective time by virtue of the Merger, be automatically cancelled and no longer outstanding and will represent the right to receive only those rights provided under Section 262. For additional information, please see the section of this proxy statement entitled "The Merger-Appraisal Rights" beginning on page 62. Prior to the effective time, Zimmer Biomet shall have the right to direct and participate in any negotiations and proceedings with respect to such demands and the Company will not, without the prior written consent of Zimmer Biomet, settle or offer to settle, or make any payment with respect to, any such demands, approve any withdrawal of any such demands, or agree to commit to do any of the foregoing.

Representations and Warranties

The merger agreement contains representations and warranties that the Company, on the one hand, and Zimmer Biomet and Merger Sub, on the other hand, have made to one another, which are qualified in many cases by knowledge, materiality or Material Adverse Effect. With respect to the representations and warranties made by the Company, they are further qualified by (i) confidential disclosures to the merger agreement delivered to Zimmer Biomet and Merger Sub and (ii) certain sections of documents filed with, or furnished to, the SEC by the Company, from and after January 1, 2025, and on or prior to the close of business on July 10, 2025.

The representations and warranties in the merger agreement do not survive the closing or termination of the merger agreement.

For purposes of the merger agreement, a "Material Adverse Effect" means, with respect to the Company, any event, development, occurrence, circumstance, change or effect that, individually or in the aggregate with all other events, developments, occurrences, circumstances, changes or effects which have occurred in the applicable determination period for a Material Adverse Effect, has had or would reasonably be expected to have a material adverse effect on (a) business, assets, financial condition or results of operations of the Company or (b) the ability of the Company to perform any of its material obligations under the merger agreement required to consummate all of the transactions contemplated by the merger agreement and the CVR agreement, including the merger (which we refer to as the "transactions") on or before the end date (as defined below), or to consummate the transactions on or before the end date; provided, however, that, solely with respect to clause (a), none of the events, developments, occurrences, circumstances, changes or effects to the extent resulting from or arising out of any of the following will be deemed to constitute or be taken into account in determining whether there is, or would reasonably be expected to be, a Material Adverse Effect: (i) any change in the market price or trading volume of the Company's stock or change in the Company's credit ratings; provided, that the underlying causes of any such change may be considered in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another exception herein; (ii) the negotiation, execution, delivery, announcement, pendency, performance or anticipated consummation of the merger agreement or any of the transactions, including the identity of Zimmer Biomet and changes in the Company's relationships with or loss of customers, suppliers or other business partners or employees resulting from the foregoing (other than for purposes of certain representations or warranties and closing conditions set forth in the merger agreement); (iii) any change generally affecting the industries in which the Company operates or any change in the economy generally or other general business, financial, securities, credit or market conditions; (iv) fluctuations in the value of any currency or interest rates; provided that the underlying causes of such Effect may be considered in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another exception herein; (v) any act of terrorism (including cyberterrorism), war (whether or not declared), national or international calamity, natural disaster, acts of god, epidemic, pandemic, tariff, trade war,

cyberattacks, data breaches or any other similar event, including any worsening of such conditions threatened or existing on July 11, 2025; (vi) the failure of the Company to meet internal or analysts' expectations, projections, guidance, budgets, forecasts or estimates; provided that the underlying causes of such failure may be considered in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another exception herein; (vii) any change in, or any compliance with or action required to be taken to comply with any change in, any law or GAAP (or interpretations of any law or GAAP) after July 11, 2025; (viii) any actions taken or omitted to be taken by the Company, to which Zimmer Biomet has consented in writing, or which Zimmer Biomet has requested or approved in writing, or the taking of any action by the Company required by the merger agreement or the Company's failure to take any action expressly prohibited by the merger agreement; (ix) any actions or claims made or brought by any stockholders of the Company (on their behalf or on behalf of the Company), in each case relating to the evaluation, negotiation or entry into or terms of the merger agreement, recommendation of the transactions to the Company's stockholders or consummation of the transactions including, for the avoidance of doubt, any claim challenging the validity of, or seeking to enjoin the operation of, any provision of the merger agreement; and (x) any breach by Zimmer Biomet or Merger Sub of the merger agreement; provided, that the incremental disproportionate impact of the Effects referred to in the foregoing clauses (iii), (iv), (v) and (vii) may be taken into account in determining whether there is, or would be reasonably expected to be, a Material Adverse Effect to the extent such events, developments, occurrences, circumstances, changes or effects disproportionately affects the Company relative to other similarly situated participants in the industries in which the Company operates.

A Material Adverse Effect with respect to Zimmer Biomet and Merger Sub means any effect, change, event or occurrence that would or would reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of Zimmer Biomet or Merger Sub to (x) perform any of its material obligations under the merger agreement, or (y) consummate the transactions on or before the end date.

The representations and warranties made by the Company relate to, among other topics, the following:

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the organization, valid existence, good standing, authority and qualification to conduct business with respect to the Company;

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capitalization of the Company;

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authority to enter into the merger agreement and to consummate the merger and the other transactions contemplated by the merger agreement, and the binding nature of the merger agreement;

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the absence of any conflict with or violation of the Company's organizational documents, certain contracts, or applicable laws resulting from the execution of the merger agreement and consummation of the merger;

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governmental approvals;

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compliance with SEC filing requirements;

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conformity with GAAP and SEC requirements with respect to reports and other documents filed with the SEC;

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no undisclosed liabilities;

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existence of internal controls and disclosure controls and procedures;

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the absence of certain actions or circumstances, the absence of any material adverse effect, and the conduct of the Company's business in the ordinary course consistent with past practice in all material respects, in each case since January 1, 2025;

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the absence of certain legal proceedings;

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compliance with applicable laws and holding of required permits;

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certain tax matters;

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certain employee benefits matters;

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certain labor matters;

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certain environmental matters;

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certain intellectual property matters;

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certain data privacy laws and technology and information security matters;

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certain matters relating to the Company's leased real property;

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material contracts;

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insurance coverage;

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certain matters related to compliance and healthcare laws and other regulations applicable to the Company and its products;

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inapplicability of anti-takeover laws;

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receipt of an opinion from the financial advisor to the Company regarding the fairness, from a financial point of view, of the merger consideration to be received by holders of shares of Company common stock;

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brokers and other advisors; and

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absence of affiliate transactions.

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The representations and warranties made by Zimmer Biomet and Merger Sub relate to, among other topics, the following:

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the organization, valid existence, good standing, authority and qualification to conduct their respective businesses;

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the absence of any conflict with or violation of Zimmer Biomet or Merger Sub's organizational documents or applicable laws resulting from the execution of the merger agreement and consummation of the merger and the other transactions contemplated by the merger agreement (and with respect to Zimmer Biomet, the CVR agreement and the transactions contemplated by the CVR agreement);

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authority to enter into the merger agreement and to consummate the transactions contemplated by the merger agreement, including the merger (and with respect to Zimmer Biomet, the CVR agreement and the transactions contemplated by the CVR agreement);

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governmental approvals;

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ownership and operations of Merger Sub;

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the availability of sufficient funds to pay the aggregate merger consideration and other amounts required to be paid in connection with the consummation of the transactions;

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brokers and other advisors;

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the accuracy of information supplied for inclusion in this proxy statement;

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the absence of certain legal proceedings; and

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non-ownership of Company common stock.

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Covenants Regarding Conduct of Business by the Company Pending the Effective Time

Under the merger agreement, in general, subject to certain exceptions (including as required by applicable law, as required or expressly permitted under the merger agreement or as set forth in the confidential disclosure schedules to the merger agreement delivered to Zimmer Biomet and Merger Sub) and unless Zimmer Biomet otherwise consents in writing (which consent is not to be unreasonably withheld, delayed or conditioned), the Company has agreed to use commercially reasonable efforts to: (i) conduct its business in the ordinary course consistent with past practice and in compliance with applicable law, (ii) preserve intact its material assets, material contracts, material permits, material licenses and the material components of its current business organization, (iii) keep available the services of its current employees and consultants (other than any terminations for cause or voluntary resignations) and (iv) maintain present business

relationships with material customers, material licensors, material suppliers, material lessors, governmental bodies and others having material business dealings with the Company.

The Company has also agreed under the merger agreement, subject to certain exceptions (including as required by applicable law, as required or expressly permitted under the merger agreement or as set forth in the confidential disclosure schedules to the merger agreement delivered to Zimmer Biomet and Merger Sub) and unless Zimmer Biomet otherwise consents in writing (which consent is not to be unreasonably withheld, delayed or conditioned), to certain restrictions on the Company's activities during the period from July 11, 2025 to the effective time or any earlier termination of the merger agreement in accordance with its terms. These restrictions on the Company's activities are summarized below. In general, subject to certain exceptions, the Company will not, without Zimmer Biomet's prior written consent (which consent is not to be unreasonably withheld, delayed or conditioned):

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establish a record date for, declare, set aside or pay any dividend or make any other distribution (whether in cash, stock, property or otherwise) in respect of any shares of its capital stock or other equity or voting interests (including Company stock) or enter into any contract with respect to the voting of its securities;

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repurchase, redeem or otherwise reacquire any Company stock, or any rights, warrants or options to acquire any Company stock, other than: (1) repurchases of shares of Company stock outstanding as of July 11, 2025 pursuant to the Company's right (under written commitments in effect as of July 11, 2025 that have been made available to Zimmer Biomet) to purchase shares of Company stock held by a Company Associate (as defined in the merger agreement) upon termination of such Company Associate's employment or engagement by the Company; (2) repurchases or forfeitures of Company options (or, in each case, shares of Company common stock issued upon the exercise thereof) outstanding on July 11, 2025 (in cancellation thereof) pursuant to the terms of any such Company option (as in effect as of July 11, 2025) between the Company and a Company Associate or member of the Board upon termination of such Company Associate's employment or engagement by the Company; or (3) in connection with withholding to satisfy the exercise price and/or tax obligations with respect to Company options pursuant to the terms thereof (as in effect as of July 11, 2025);

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split, combine, subdivide or reclassify any shares of the Company's capital stock or other equity interests;

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sell, issue, grant, deliver, pledge, transfer, encumber, dispose of, or otherwise divest or authorize the sale, issuance, grant, delivery, pledge, transfer, encumbrance disposal or divestiture of (A) any capital stock, equity interest or other security of the Company, (B) any option, call option, warrant, restricted securities or other right to acquire any capital stock, equity interest or other security, or (C) any instrument convertible into or exchangeable for any capital stock, equity interest or other security, with certain specified exceptions;

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(A) establish, adopt, enter into, terminate or amend any Employee Plan (as defined in the merger agreement) (or any plan, program, arrangement or agreement that would be an Employee Plan if it were in existence on July 11, 2025), including any employment, severance, change in control, retention or other agreement, (B) amend or waive any of their rights under, or accelerate the payment, vesting, or funding under, any provision of any Employee Plan (or any plan, program, arrangement or agreement that would be an Employee Plan if it were in existence on July 11, 2025), including any Company options; (C) grant, provide, promise, amend or increase for any Company Associate any compensation, bonuses, severance, retention, Company options, other equity or equity-based awards, or other payments or benefits (including any tax gross-up); (D) hire any person for employment or engage any person to be a consultant with the Company; (E) terminate the employment or services of any Company Associate (other than for cause) or change the terms of employment or services of any Company Associate such as to create good reason for such individual to resign; or (F) forgive any loans or other amounts payable to the Company by any Company Associate, in each case, with certain specified exceptions;

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amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents;

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form any subsidiary, acquire (including by merger, consolidation, acquisition of stock or assets or otherwise), in one transaction or any series of related transactions, directly or indirectly, any equity interest in, or any business (or any division thereof) or material assets of, any other entity or enter into any joint venture, collaboration, partnership, limited liability company or similar profit-sharing arrangement;

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make or authorize any capital expenditure other than capital expenditures in the ordinary course of business consistent with past practice that do not exceed $50,000 individually or $200,000 in the aggregate in any calendar year;

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acquire, lease, sublease, license (in or out), sublicense (in or out), pledge, encumber, sell or otherwise dispose of, divest or spin-off, abandon, surrender, cancel, waive, relinquish, covenant not to assert, or permit to lapse or expire (other than any patent expiring at the end of its statutory term and not capable of being extended), transfer, assign or subject to any encumbrance (other than permitted encumbrances) any material right or other material asset or property or governmental authorization, except, in each case (A) pursuant to any contracts in effect as of July 11, 2025 which have been made available to Zimmer Biomet, (B) purchases of raw materials and other supplies in the ordinary course of business, (C) dispositions of obsolete, surplus or worn out assets (but excluding intellectual property rights) that are no longer useful in the conduct of the business of the Company, or (D) capital expenditures permitted above;

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lend money or make capital contributions or advances to or make investments in, any person, or incur, assume, guarantee, endorse or otherwise become responsible for any indebtedness for borrowed money (except for (A) advances to directors, employees and consultants for travel and other business related expenses in the ordinary course of business and in compliance with the Company's policies related thereto and (B) advances of expenses as required under the Company's certificate of incorporation or bylaws or any indemnification agreement with the Company's directors or officers;

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enter into any swap or hedging transaction or other derivative agreements;

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(A) amend, modify, restate or supplement in any material respect or voluntarily terminate (other than the expiration or non-renewal of contracts in accordance with their terms), or waive, assign or release any material rights or claims under, any Material Contract (as defined in the merger agreement) (or any contract which if entered into prior to July 11, 2025 would have been a Material Contract), or (B) except in the ordinary course of business, enter into any Contract which if entered into prior to July 11, 2025 would have been a Material Contract;

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except any contracts between the Company, on the one hand, and Zimmer Biomet or any of its affiliates, on the other hand (including any contracts contemplated by the merger agreement and any contracts to effectuate the merger or any other transactions pursuant to the merger agreement or CVR agreement) enter into any agreement, arrangement or commitment that purports to bind or restrict Zimmer Biomet or any of its affiliates, other than, following the effective time, the surviving corporation and its subsidiaries;

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(A) make any change to any accounting method or accounting period used for tax purposes; (B) make, rescind or change any material tax election; (C) file an amended income or other material tax return; (D) enter into a closing agreement with any governmental body regarding any material tax liability or assessment; (E) settle, compromise or consent to any material tax claim or assessment or surrender a right to a material tax refund; (F) waive or extend the statute of limitations with respect to any income or other material tax or tax return, other than automatic extension to file a tax return obtained in the ordinary course of business consistent with past practice not requiring the consent of the relevant governmental body; (G) request any private letter, technical advice or similar tax ruling from any governmental body with respect to taxes; (H) enter into any "closing agreement" within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to taxes; (I) fail to timely file any income or other material tax return required to be filed or fail to timely pay any tax that is due or payable or (J) enter into any tax allocation, indemnity or sharing agreement (other than any commercial agreement entered into in the ordinary course of business consistent with past practice and not relating primarily to taxes);

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with certain specified exceptions, settle, release, waive or compromise any legal proceeding or other claim (or threatened legal proceeding or other claim);

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commence any legal proceeding, except (A) with respect to routine matters in the ordinary course of business; or (B) a legal proceeding with respect to a breach by Zimmer Biomet or Merger Sub of the merger agreement or any other agreements contemplated thereby;

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(A) fail to preserve and maintain any material Company IP (as defined in the merger agreement) (other than any patent expiring at the end of its statutory term and not capable of being extended or abandonment of any application for registration of any intellectual property right that is not material to the businesses of the Company in the ordinary course of business consistent with past practice), (B) disclose to any third person (other than pursuant to written confidentiality agreements in the ordinary course of business), or otherwise fail to use commercially reasonable efforts to preserve and maintain the confidentiality of, any material trade secret, or (C) file any new applications for intellectual property rights or make any material decisions in pending prosecution proceedings (including any amendments, arguments, or claim scope changes) that could materially affect the scope, validity, or enforceability of any Company IP;

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fail to maintain in full force and effect the existing insurance policies of the Company or to renew or replace such insurance policies with comparable insurance policies;

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enter into, adopt or amend any collective bargaining agreement, or recognize a labor union, labor or trade organization, works council, or other employee representative body as a collective bargaining representative;

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adopt or implement any stockholder rights plan or similar arrangement;

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adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company;

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change its fiscal year or revalue any of its material assets, or change any of the accounting methods used by the Company, except for such changes that are required by GAAP or Regulation S-X promulgated under the Exchange Act;

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terminate any preclinical or clinical investigations, studies or trials in respect of any Company Product (as defined in the merger agreement) that are ongoing as of July 11, 2025, other than pursuant to the terms thereof, or commence (alone or with any third party) any new preclinical or clinical investigations, studies or trials in respect of any Company Product; or

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commit or agree, in writing or otherwise, to take any of the foregoing actions.

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Nothing contained in the merger agreement is intended to give Zimmer Biomet or Merger Sub, directly or indirectly, the right to control or direct the Company's operations prior to the effective time. Prior to the effective time, each of Zimmer Biomet and the Company will exercise, consistent with the terms and conditions of the merger agreement, complete control and supervision of its and its, if applicable, subsidiaries' respective business, assets and operations.

No Solicitation; Change in Board Recommendation

Except as otherwise permitted by the merger agreement, from July 11, 2025 until the effective time or, if earlier, the termination of the merger agreement in accordance with its terms, the Company will not, and will direct and use its reasonable best efforts to cause its representatives not to, directly or indirectly, take any of the actions set forth in the bulleted list below or resolve or publicly propose to take any of those actions.

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continue any solicitation, knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to an acquisition proposal (as defined below);

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solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an acquisition proposal;

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engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with or for the purpose of soliciting or

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knowingly encouraging or facilitating, an acquisition proposal or any proposal or offer that could reasonably be expected to lead to an acquisition proposal;

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adopt, approve, endorse, recommend, declare advisable, or enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle or similar agreement whether binding or nonbinding, or any contract, in each case, with respect to, or that could reasonably be expected to lead to, an acquisition proposal (other than an acceptable confidentiality agreement (as defined below)) or that could reasonably be expected to cause the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with the consummation of, the transactions (other than an acceptable confidentiality agreement);

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terminate, waive, amend or modify any provision of any existing acceptable confidentiality agreement with respect to a potential acquisition proposal or any proposal that would reasonably be expected to lead to an acquisition proposal; or

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waive or release any person from, forbear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other contract, or take any action to exempt any person (other than Zimmer Biomet, Merger Sub or their affiliates) from the restrictions on "business combinations" or any similar provision contained in applicable takeover laws or the organizational and other governing documents of the Company, unless the Board determines in good faith, after consultation with the Company's outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Board to the holders of shares of Company common stock under applicable laws and notifies Zimmer Biomet in writing in advance of any such waiver, release, forbearance or amendment.

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Additionally, the Company was required to, promptly following July 11, 2025 (and in any event no later than July 14, 2025), (i) terminate access to any data room or similar facility established by the Company in connection with a potential acquisition proposal (including the process that culminated in the execution and delivery of the merger agreement (other than access for Zimmer Biomet, Merger Sub and their respective representatives)) and (ii) request the prompt return or destruction of all non-public information previously furnished to any person (other than Zimmer Biomet, Merger Sub and their respective representatives) and all material (or the relevant portion of any material) incorporating such information created by any such person that has since January 1, 2024 made or indicated an intention to make an acquisition proposal or executed a confidentiality agreement in connection with its consideration of an acquisition proposal.

Notwithstanding the foregoing, if at any time on or after July 11, 2025 and prior to the receipt of the Company stockholder approval, the Company receives an unsolicited bona fide written acquisition proposal, which was made or renewed after July 11, 2025 and did not arise out of or result from any breach of non-solicitation and Board recommendation change restrictions in the merger agreement, (i) the Company and its representatives may contact such person or group of persons making such acquisition proposal solely to clarify the terms and conditions thereof and to direct such person or group of persons of the Company's non-solicitation obligations in the merger agreement and (ii) if the Board determines in good faith, after consultation with the Company's financial advisors and outside legal counsel, that (A) such acquisition proposal constitutes, or would reasonably be expected to lead to, a superior offer (as defined below) and (B) the failure to take such action described below would be inconsistent with the fiduciary duties of the Board to the holders of shares of Company common stock under applicable law, then the Company and its representatives may, prior to the receipt of the Company stockholder approval:

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enter into an acceptable confidentiality agreement with the person or group of persons making such acquisition proposal and furnish, pursuant to an acceptable confidentiality agreement, information (including non-public information) with respect to the Company to the person or group of persons who has made such acquisition proposal; provided that the Company shall concurrently provide to Zimmer Biomet any information concerning the Company that is provided to any person to the extent access to such information is not then available to Zimmer Biomet and its representatives; and

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engage in or otherwise participate in discussions or negotiations with the person or group of persons making such acquisition proposal and their respective representatives.

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If the Board makes any determination pursuant to the foregoing, the Company will notify Zimmer Biomet of such determination or action within 24 hours thereof.

From July 11, 2025, the Company will promptly (and in any event within 24 hours):

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notify Zimmer Biomet of any requests, inquiries, proposals or offers with respect to, or that could reasonably be expected to lead to, an acquisition proposal that are received by the Company or any of its representatives;

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provide to Zimmer Biomet (i) copies of any written request, inquiry, proposal, offer or other materials, including proposed agreements (including any proposed term sheet, letter of intent, acquisition agreement, financing commitments, or similar agreements with respect thereto) received in connection therewith, (ii) a summary of any unwritten material terms and conditions thereof, (iii) a summary of the nature of any information requested, and (iv) the name(s) of the person or group of persons making such request, inquiry, proposal or offer;

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keep Zimmer Biomet reasonably informed of any material developments, discussions or negotiations regarding any such request, inquiry, proposal or offer (including by furnishing copies of any further requests, inquires or proposals, or amendments thereto) on a prompt basis (and in any event within 24 hours of such material development, discussion or negotiation); and

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upon the request of Zimmer Biomet, reasonably inform Zimmer Biomet of the status of such acquisition proposal.

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Except as described below, from July 11, 2025 until the effective time, or, if earlier, the termination of the merger agreement in accordance with its terms, neither the Board, nor any committee thereof, will:

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withdraw or withhold (or modify or qualify in a manner adverse to Zimmer Biomet or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Zimmer Biomet or Merger Sub), the Company Board recommendation;

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approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any acquisition proposal (we refer to any action as described in this bullet point and the immediately preceding bullet point as a "Company adverse change recommendation"); or

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adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, or allow the Company to execute or enter into any contract with respect to any acquisition proposal, or any contract that would require, or would reasonably be expected to cause, the Company to abandon, terminate, materially delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the transactions, in each case, other than an acceptable confidentiality agreement.

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Notwithstanding the foregoing, from July 11, 2025 until the Company stockholder approval is obtained:

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if the Company has received a bona fide written acquisition proposal (which acquisition proposal did not arise out of a material breach of the Company's obligations with respect to non-solicitation and Board recommendation change) from any person, and after consultation with the Company's financial advisors and outside legal counsel, the Board determines, in good faith, that such acquisition proposal is a superior offer, (A) the Board may make a Company adverse change recommendation or (B) the Company may terminate the merger agreement to enter into a binding written definitive acquisition agreement providing for the consummation of a superior offer that has been approved by the Board pursuant to, and in accordance with the terms of the merger agreement (we refer to any such acquisition agreement as a "specified agreement"), but in each case under clauses (A) or (B), if and only if:

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(1) the Board determines in good faith, after consultation with the Company's financial advisers and outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Board to the holders of shares of Company common stock under applicable laws;

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(2) the Company will have given Zimmer Biomet prior written notice of its intention to consider making a Company adverse change recommendation or terminating the merger agreement (we

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refer to each such notice as a "determination notice") (which notice will not, in and of itself, constitute a Company adverse change recommendation) and, if desired by Zimmer Biomet, during the negotiation period (as defined below), the Company has negotiated in good faith with respect to any revisions to the terms of the merger agreement or another proposal, to the extent proposed by Zimmer Biomet, so that such acquisition proposal would cease to constitute a superior offer; and (3)(x) the Company will have, prior to the commencement of the negotiation period, provided to Zimmer Biomet information required to have been provided pursuant to the merger agreement, (y) the Company will have given Zimmer Biomet the full negotiation period to propose revisions to the terms of the merger agreement or make another proposal so that such acquisition proposal would cease to constitute a superior offer, and (z) after considering the results of any such negotiations and giving effect to the proposals made by Zimmer Biomet during the negotiation period, if any, after consultation with the Company's financial advisor and outside legal counsel, the Board will have determined, in good faith, that such acquisition proposal continues to be a superior offer and that the failure to make the Company adverse change recommendation or terminate the merger agreement pursuant to the terms thereof would be inconsistent with the fiduciary duties of the Board to the holders of shares of Company stock under applicable laws. The provisions described in this bullet point will also apply to any material amendment (which will be deemed to include any change to the financial terms thereof) to any acquisition proposal and will require a new determination notice; and

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other than in connection with an acquisition proposal, the Board may make a Company adverse change recommendation in response to a change in circumstance (as defined below), if and only if: (A) the Board determines in good faith, after consultation with the Company's outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Board to the holders of shares of Company Stock under applicable laws; (B) the Company will have given Zimmer Biomet a determination notice describing in reasonable detail the facts and circumstances resulting in such change in circumstances and that render a Company adverse change recommendation necessary and, if desired by Zimmer Biomet, during the negotiation period, the Company has negotiated in good faith with respect to any revisions to the terms of the merger agreement or another proposal, to the extent proposed by Zimmer Biomet, so that a Company adverse change recommendation in response to such change in circumstances would no longer be necessary; and (C) (1) the Company will have specified the change in circumstance in reasonable detail, (2) the Company will have given Zimmer Biomet the full negotiation period to propose revisions to the terms of the merger agreement or make another proposal so that a Company adverse change recommendation would no longer be necessary, and, to the extent Zimmer Biomet desires to negotiate, will have negotiated in good faith with Zimmer Biomet with respect to such proposed revisions or other proposal, if any, and (3) after considering the results of any such negotiations and giving effect to the proposals made by Zimmer Biomet, if any, and after consultation with its outside legal counsel, the Board will have determined, in good faith, that the failure to make the Company adverse change recommendation in response to such change in circumstance would be inconsistent with the fiduciary duties of the Board to the holders of the shares of Company common stock under applicable laws. The provisions described in this bullet point will also apply to any material change to the facts and circumstances relating to such change in circumstance and require the Company to provide a new determination notice to Zimmer Biomet and to give Zimmer Biomet the applicable negotiation period.

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Any purported termination of the merger agreement in connection with the Company's entry into a specified agreement with respect to an acquisition proposal will be effective only if (i) the Company has complied in all material respects with its obligations relating to non-solicitation and Board recommendation change with respect to such superior offer and any acquisition proposal that was a precursor thereto; and (ii) prior to and as a condition to the effectiveness of such termination, the Company pays the termination fee due to Zimmer Biomet in accordance with the merger agreement.

For purposes of the merger agreement, "acceptable confidentiality agreement" means any customary confidentiality agreement entered into by the Company from and after July 11, 2025, that (x) contains provisions that are not less favorable in the aggregate to the Company than those contained in the confidentiality agreement between the Company and Zimmer Biomet, except that such confidentiality agreement need not contain standstill provisions or otherwise restrict the making of or amendment or

modification to acquisition proposals and (y) does not prohibit the Company from complying with any of its obligations under the merger agreement.

For purposes of the merger agreement and voting agreements, "acquisition proposal" means any proposal or offer from any person (other than Zimmer Biomet and its affiliates) or "group", within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions (in each case, other than the transactions), any direct or indirect:

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acquisition, transfer, disposition or license of assets of the Company equal to 20% or more of the Company's consolidated assets (based on the fair market value thereof, as determined in good faith by the Board or any duly authorized committee thereof);

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issuance or acquisition of securities that would, in the aggregate, represent 20% or more of the voting power of the Company common stock or 20% or more of any class of equity securities of the Company;

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recapitalization, tender offer or exchange offer that if consummated would result in such person or group beneficially owning securities representing 20% or more of the voting power of the then outstanding Company common stock or 20% or more of any class of equity securities of the Company; or

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merger, consolidation, amalgamation, share exchange, business combination, recapitalization or similar transaction involving the Company that if consummated would result in such person or group beneficially owning securities representing 20% or more of the aggregate voting power of the Company's then outstanding securities of the surviving entity in a merger, consolidation, share exchange or other business combination involving the Company or the resulting direct or indirect parent of the Company or 20% or more of any class of equity securities of the Company.

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For purposes of the merger agreement, "superior offer" means a bona fide written acquisition proposal that the Board determines, in its good faith judgment, after consultation with the Company's outside legal counsel and financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the person making the proposal and other aspects of the acquisition proposal that the Board deems relevant, and if consummated, would result in a transaction more favorable to the Company's stockholders (solely in their capacity as such) from a financial point of view than the transactions (including after giving effect to proposals, if any, made by Zimmer Biomet pursuant to the provisions described above) (provided that, for purposes of the definition of "superior offer", the references to "20%" in the definition of acquisition proposal will be deemed to be references to "50%").

For purposes of the merger agreement, a "change in circumstance" means any material event, development, occurrence, circumstance, change or effect occurring after July 11, 2025: (a) that was not known to, or reasonably foreseeable by, the Board prior to July 11, 2025 (or if known to, or reasonably foreseeable by, the Board as of July 11, 2025, the magnitude or material consequences of which were not known to or reasonably foreseeable to the Board as of July 11, 2025) and (b) that does not relate to any acquisition proposal; provided, however, that any event, development, occurrence, circumstance, change or effect resulting from any of the following shall not be deemed to constitute or be taken into account in determining whether there is, or would reasonably be expected to be, a change in circumstance: (i) any breach of the merger agreement by the Company; (ii) the announcement or pendency of the merger agreement or the transactions; (iii) any change in the trading price or trading volume of the Company stock or any change in the Company's credit rating (although, for purposes of clarity, any underlying facts, events, changes, developments or set of circumstances relating to or causing such change may be considered, along with the effects or consequences thereof, in determining whether there has been a change in circumstance); or (iv) the fact that the Company has exceeded or met any projections, forecasts, revenue or earnings predictions or expectations of the Company or any securities analysts for any period ending (or for which revenues or earnings are released) on or after July 11, 2025 (although, for purposes of clarity, any underlying facts, events, changes, developments or set of circumstances relating to or causing such improvements may be considered, along with the effects or consequences thereof, in determining whether there has been a change in circumstance).

For purposes of the merger agreement, "negotiation period" means the period (a) beginning on the date that Zimmer Biomet and/or Merger Sub receives a determination notice with respect to a superior offer or a change in circumstance and (b) ending at 11:59 p.m. Eastern Time on the fourth business day after such date; provided, that with respect to any determination notice given in respect of a material amendment to a superior offer or a material change to a change in circumstance for which, in either case, a determination notice was previously given, the negotiation period shall end on the later of (x) the date and time on which the negotiation period was initially scheduled to end in respect of the initial determination notice with respect to such superior offer or change in circumstance and (y) 11:59 p.m. eastern time on the third business day after the date that Zimmer Biomet and/or Merger Sub received the determination notice with respect to the material amendment to such superior offer or the material change to the facts and circumstances relating to a change in circumstance.

Reasonable Best Efforts

Each of the parties to the merger agreement has agreed to use (and cause their respective affiliates to use) their reasonable best efforts to, in each case subject to certain limitations described below:

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take promptly any and all steps necessary to avoid or eliminate each and every impediment under antitrust laws that may be asserted by any governmental body so as to enable the closing to occur as promptly as practicable, but in no case later than the end date (as defined below), including providing as promptly as reasonably practicable all information required by any governmental body pursuant to its evaluation of the transactions under the HSR Act or other applicable antitrust laws; and

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obtain from any governmental body all consents, approvals, authorizations, orders and waivers required to be obtained under antitrust laws to enable the parties to close the transactions as promptly as practicable and to avoid the entry or enactment of any order, directive, judgment, decree or ruling relating to any antitrust law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions.

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In furtherance of the foregoing, Zimmer Biomet has agreed to defend through litigation any claim asserted in court or administrative or other tribunal by any person (including any governmental body) in order to avoid the entry of, or to have vacated or terminated, any decree, order, judgment or injunction (whether temporary, preliminary or permanent) that would prevent the consummation of the merger prior to the end date.

Notwithstanding the foregoing and any other provision of the merger agreement to the contrary, in no event will Zimmer Biomet, Merger Sub or any of their affiliates be required to propose, negotiate, undertake, commit to or consent to any divestiture, sale, disposition, licensing, hold separate order or other structural or conduct relief, or other operational undertakings, in order to obtain clearance from any governmental body under antitrust laws. Zimmer Biomet, Merger Sub and the Company are not required to take or agree to take any action unless the effectiveness of such action is conditioned upon closing, and the Company will not take or propose to undertake any divestiture, sale, disposition, hold separate order or other structural or conduct relief, or other operational undertaking without Zimmer Biomet's prior consent (which may be given or withheld in Zimmer Biomet's sole discretion).

Each of the parties will (and will cause their respective affiliates, if applicable, to) promptly, but no later than August 10, 2025, make an appropriate filing of all notification and report forms as required by the HSR Act with respect to the transactions. If Zimmer Biomet reasonably determines that a filing or notification is required to be made with, or any consent, approval, permit or authorization is required to be obtained from, a non-US antitrust authority under antitrust laws in connection with the transactions under the circumstances set forth in the confidential disclosure schedules to the merger agreement, then Zimmer Biomet may make such filing or notification and seek such consent, approval, permit or authorization, and Zimmer Biomet and the Company will, and will cause their respective affiliates to, cooperate with each other in connection therewith. The parties will (and will cause their respective affiliates, if applicable, to) cooperate with each other in promptly determining (such determination to be evidenced by mutual written consent of the parties, which consent shall not be unreasonably withheld, conditioned or delayed) whether any other filings or notifications are required to be made with, or any other consents, approvals, permits or authorizations are required to be obtained from, any other governmental bodies under antitrust laws in

connection with the transactions, and if so, to promptly prepare and make any such filings or notifications and to seek any such other consents, approvals, permits or authorizations. Zimmer Biomet has agreed to pay all filing fees under the HSR Act and for any filings required under any foreign antitrust laws, but the Company will bear its own costs for the preparation of any such filings.

From July 11, 2025 until the effective time, or, if earlier, the termination of the merger agreement in accordance with its terms, each party shall:

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give the other parties prompt notice of (i) the making or commencement of any request, inquiry, investigation, action or legal proceeding brought or threatened in writing to be brought by a governmental body or brought or threatened in writing to be brought by a third party before any governmental body, in each case, with respect to the transactions (other than any request, inquiry, investigation, action or legal proceeding brought or threatened in writing to be brought by the stockholders of the Company against the Company and/or its directors relating to the transactions or a breach of the merger agreement or any other agreements contemplated hereby), and (ii) its receipt of any notice or other communication from any third party alleging that the consent of a third party is or may be required in connection with the transactions (we refer to the foregoing clauses (i) and (ii), as the "identified communications");

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keep the other parties reasonably informed as to the status of any regulatory filings and identified communications or response thereto;

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promptly inform the other parties of, and (wherever practicable) give the other parties reasonable advance notice of, and the opportunity to participate in, any communication to or from the FTC, DOJ or any other governmental body or third party in connection with any such regulatory filings and identified communication;

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promptly furnish to the other parties, copies of documents provided to or received from any governmental body in connection with any regulatory filings or identified communication (other than "transaction-related documents" or "plans and reports" as those terms are used in the rules and regulations under the HSR Act, that contain valuation information (which can be redacted));

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to the extent reasonably practicable, consult and cooperate with the other parties and consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any regulatory filings or identified communication; and

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except as may be prohibited by any law, in connection with any such regulatory filings and identified communications, give the other parties reasonable advance notice of, and permit authorized representatives of the other party to be present at each meeting or conference relating to such regulatory filing or identified communication and to have access to and be consulted in connection with any argument, opinion or proposal made or submitted to any third party in connection with such regulatory filing or identified communication.

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Notwithstanding anything to the contrary set forth above, the parties may:

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as they deem reasonably advisable and necessary based on the advice of outside counsel to prevent a violation of antitrust law, designate competitively sensitive materials and information provided to the other as "outside counsel only" and such materials and the information contained therein will be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials; and

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redact information provided to one another to the extent providing such information would (1) contravene any applicable law (so long as the disclosing party has reasonably cooperated with recipient and used its reasonable best efforts to permit disclosure to the extent permitted by laws), (2) jeopardize any attorney-client or other legal privilege (so long as the disclosing party has reasonably cooperated with recipient and used its reasonable best efforts to permit disclosure on a basis that does not waive such privilege with respect thereto), or (3) contravene any contract to which the disclosing party is a party or by which the disclosing party was bound as of July 11, 2025 (so long as

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the disclosing party has reasonably cooperated with the recipient and used its reasonable best efforts to permit disclosure on a basis that would not contravene such contract).

Subject to the terms of the merger agreement and subject to Zimmer Biomet consulting with and considering in good faith the views and comments of the Company, Zimmer Biomet will be entitled to (i) direct, devise and implement the strategy for obtaining any necessary approval of, and for responding to any request from, or inquiry or investigation by (including directing the nature and substance of all such responses), and lead all meetings and communications (including any negotiations) with, any governmental body in connection with regulatory filings and (ii) control the defense and settlement of any investigation or legal proceeding relating to the transactions that is brought by or before any governmental body in connection with the regulatory filings. Notwithstanding the foregoing or anything to the contrary in the merger agreement, no party will (or will permit any of its affiliates to) commit to or agree with any governmental body to stay, toll, or extend, any applicable waiting period or enter into any similar timing agreement, without the prior written consent of the other parties (not to be unreasonably withheld, conditioned or delayed); however, Zimmer Biomet and Merger Sub will be permitted without the Company's consent (it being understood that Zimmer Biomet and Merger Sub may exercise this right only one time) to withdraw their filing under the HSR Act in connection with the transactions and promptly refile the notification and report forms as required by the HSR Act with respect to the transactions so long as such action would not be reasonably expected to delay closing beyond the end date.

From July 11, 2025 until the effective time, or, if earlier, the termination of the merger agreement in accordance with its terms, to the extent permitted under applicable laws (including any applicable antitrust law), the Company will:

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consult with Zimmer Biomet prior to any requested, proposed, or scheduled meeting with the FDA or any other governmental body relating to any Company product, health care permit, or the Company's compliance with applicable laws;

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promptly inform Zimmer Biomet of, and provide Zimmer Biomet with a reasonable opportunity to review and comment on, any non-routine filing proposed to be made by or on behalf of the Company, and any non-routine correspondence or other non-routine communication proposed to be submitted or otherwise transmitted to, the FDA or any other governmental body by or on behalf of the Company, in each case, relating to any Company product, health care permit, or the Company's compliance with applicable laws, and consider incorporation of Zimmer Biomet's comments in good faith;

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promptly inform Zimmer Biomet in writing of (A) any communication (written or oral) with or from the FDA or any other governmental body relating to any Company product, health care permit, or the Company's compliance with applicable laws, and (B) any material communications (written or oral) received by the Company from, or to be sent by the Company to any person, relating to the ownership of any intellectual property by the Company; and

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inform Zimmer Biomet as soon as possible in writing of any reports or other communication of any safety information or reportable event (as such term is defined or described at 21 C.F.R. 803.3(o)) or field action, including any recall, correction, removal, market withdrawal or any other corrective action, including those that would be required to be reported to the FDA or documented under 21 C.F.R. Part 806, relating to any Company product, and consider incorporation of Zimmer Biomet's comments in good faith.

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Nothing in the merger agreement is intended to give Zimmer Biomet or Merger Sub, directly or indirectly, the right to control or direct the operations of the Company (nor is it intended to give the Company, directly or indirectly, the right to control or direct the operations of Zimmer Biomet or Merger Sub) prior to the effective time in violation of applicable laws (including antitrust laws).

Indemnification and Insurance

The merger agreement provides that for a period of six years from the effective time, all rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of those persons who are directors or officers of the Company as of July 11, 2025 or have been directors or officers

of the Company at any time prior to the closing of the merger, or who at any time prior to the closing served as a director or officer of another person at the request of the Company (which we refer to, collectively, as the "indemnified persons") for their acts and omissions occurring prior to the effective time (whether asserted or claimed prior to, at or after the effective time) pursuant to the organizational documents of the Company and any indemnification or other similar agreements of the Company set forth in the confidential disclosure schedules to the merger agreement, in each case as in effect on July 11, 2025 and made available to Zimmer Biomet, will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such indemnified persons, and will remain in full force and effect in accordance with their terms, and Zimmer Biomet will cause the surviving corporation to perform its obligations thereunder. Zimmer Biomet agrees to cause the surviving corporation to cooperate in the defense of any legal proceeding (except in the event any indemnified party, on the one hand, and Zimmer Biomet, the surviving corporation or any of their respective affiliates, on the other hand, are adverse parties in such legal proceeding).

The merger agreement also provides that for a period of six years from and after the effective time, Zimmer Biomet will cause the surviving corporation to either maintain in effect the Company's current policies of directors' and officers' and fiduciary liability insurance maintained by or for the benefit of the Company or provide a substitute policy for the benefit of the indemnified persons, with coverage no less favorable, and other terms no less favorable in the aggregate, to the indemnified persons than the directors' and officers' and fiduciary liability insurance coverage currently maintained by or for the benefit of the Company with respect to claims arising from facts or events that occurred at or before the effective time. In no event will Zimmer Biomet or the surviving corporation be required to pay in the aggregate with respect to such insurance policies more than 300% of the aggregate annual premium most recently paid by the Company prior to July 11, 2025 for such policies (which we refer to as the "maximum amount"). If the surviving corporation is unable to obtain the insurance required by the foregoing it will obtain as much comparable insurance as possible for the years within such six-year period for a premium not exceeding the maximum amount. In lieu of such insurance, at or prior to the effective time, Zimmer Biomet or the Company may (through a nationally recognized insurance broker approved by Zimmer Biomet (such approval not to be unreasonably withheld, delayed or conditioned)) purchase a six-year "tail" policy for the existing directors' and officers' and fiduciary liability insurance policies, effective as of the effective time. Zimmer Biomet will, or will cause the surviving corporation to, maintain such policies or tail policies, as the case may be, in full force and effect for a period of six years after the effective time, and continue to honor the obligations thereunder.

If Zimmer Biomet or the surviving corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then Zimmer Biomet will cause the surviving corporation to make proper provision so that the successors and assigns of the surviving corporation assume the obligations set forth above with respect to director and officer indemnification and insurance under the merger agreement.

The obligations of Zimmer Biomet and the surviving corporation with respect to director and officer indemnification under the merger agreement (i) will survive the effective time and (ii) are intended to be for the benefit of, and will be enforceable by, each of the indemnified persons and their respective successors, assigns, representatives and heirs, and (iii) are in addition to, and not in substitution for, any other rights to indemnification, advancement of expenses, exculpation or contribution that any such person may have by contract or otherwise. Unless required by applicable law, the obligations of Zimmer Biomet and the surviving corporation with respect to director and officer indemnification under the merger agreement cannot be amended, altered or repealed after the effective time in such a manner as to adversely affect the rights of any indemnified person or any of their respective successors, assigns, representatives or heirs, unless such amendment, alteration, or repeal is required by applicable laws or the prior written consent of the affected indemnified person is obtained.

Employee Benefits Matters

The merger agreement provides that, prior to the closing of the merger, Zimmer Biomet or one of its affiliates shall make a written offer of employment to each then-current employee of the Company, which

offer will be conditioned on and effective as of the closing, will be void if the closing does not occur, and will be subject to Zimmer Biomet's or its affiliate's (as applicable) standard set of immigration authorization verification, background check, or similar verifications or requirements.

For a period of one year following the closing (or until an employee of the Company who receives and accepts an offer as of the closing and who commences active employment with Zimmer Biomet promptly following closing (we refer to each as a "continuing employee"), Zimmer Biomet will provide, or cause to be provided, to each continuing employee:

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a base salary or wage rate that is no less favorable than that provided to such continuing employee by the Company immediately prior to the closing;

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target annual cash incentive compensation opportunities that are substantially similar, in the aggregate, to those provided to such continuing employee by the Company immediately prior to the closing (excluding any change in control, retention, equity or equity-based incentive, long-term incentive or similar opportunities); and

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retirement and health and welfare benefits that are substantially comparable, in the aggregate, to those provided by Zimmer Biomet or its affiliates to similarly situated employees (excluding any change in control, retention, equity or equity-based incentive, long-term incentive, severance, nonqualified deferred compensation, defined benefit plans, retiree health and welfare benefits, or similar benefits).

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Zimmer Biomet will, or will cause the surviving corporation to, use reasonable best efforts to, provide that any benefit plan of Zimmer Biomet and/or its affiliates (excluding, in each case any equity-based compensation, nonqualified deferred compensation, defined benefit plans, retiree health and welfare benefits, or similar benefits) will, for purposes of eligibility and vesting, credit continuing employees for service prior to the closing with the Company to the same extent that such service was recognized prior to the closing under a similar employee plan, but no credit for any service will be required that would result in a duplication of benefits or retroactive application.

Subject to certain terms described in the merger agreement, Zimmer Biomet also will, or will cause its affiliates to, use commercially reasonable efforts to (i) waive any preexisting condition limitations, exclusions, actively-at-work requirements and waiting periods otherwise applicable to continuing employees and their eligible dependents under Zimmer Biomet's group health plan in which continuing employees are eligible to participate following the effective time, and (ii) honor the dollar amount of any deductibles, co-payments and similar expenses paid by the continuing employees and their eligible dependents under the Company's group health plan in which such continuing employee participated immediately prior to transitioning onto the corresponding Zimmer Biomet's group health plan.

Certain Additional Covenants and Agreements

The merger agreement also contains additional covenants between the Company, Zimmer Biomet and Merger Sub relating to, among other things, (i) public announcements with respect to the transactions; (ii) Zimmer Biomet's access to information and requirements for the Company to notify Zimmer Biomet of certain events; (iii) coordination with respect to litigation relating to the merger; (iv) covenants relating to the de-listing of the shares of Company common stock from the Nasdaq Capital Market and deregistering such Company common stock under the Exchange Act; (v) the preparation and filing of this proxy statement; (vi) restrictions on the Company's ability to adjourn the special meeting without Zimmer Biomet's consent and a prohibition on postponing the special meeting without Zimmer Biomet's consent; and (vii) the Company's requirement to use commercially reasonable efforts to properly prepare and timely file any filings reports required under the Exchange Act.

Conditions of the Merger

Mutual Closing Conditions

Each party's obligations to effect the merger are subject to the satisfaction (or waiver, if permissible under applicable law), at or prior to the closing date of the merger, of certain conditions, including:

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the receipt of the Company stockholder approval;

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(i) any waiting period (or any extension thereof) under the HSR Act applicable to the merger and any commitment by the parties not to consummate the transactions before a certain date under a timing agreement will have expired or been terminated, and (ii) any waiting period, clearance or affirmative approval of any Specified Antitrust Authority (as defined in the merger agreement) (other than under the HSR Act) with respect to the transactions will have been obtained and any mandatory waiting period related thereto will have expired or been terminated; and

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no temporary restraining order, preliminary or permanent injunction or other order, directive, judgment, decree or ruling preventing the consummation of the merger will have been issued by any governmental body of competent jurisdiction, and remain in effect, and no law or order will have been promulgated, entered, enforced, enacted, issued or deemed applicable to the merger by any governmental body which, directly or indirectly, prohibits or makes the consummation of the merger illegal.

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Conditions of Zimmer Biomet and Merger Sub to Closing

The obligations of Zimmer Biomet and Merger Sub to effect the merger are subject to the satisfaction (or, to the extent permitted by law, waiver by Zimmer Biomet on its own behalf and on behalf of Merger Sub) on or prior to the closing date of certain additional conditions, including:

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subject to certain materiality qualifiers, the accuracy of the representations and warranties of the Company to the extent specified in the merger agreement;

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the Company having complied with or performed in all material respects the covenants and agreements the Company is required to comply with or perform at or prior to the closing date of the merger; and

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since July 11, 2025, there shall not have occurred any Material Adverse Effect (as defined in the section of this proxy statement entitled "The Merger Agreement-Representations and Warranties").

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Conditions of the Company to Closing

The obligations of the Company to effect the merger are subject to the satisfaction (or, to the extent permitted by law, waiver by the Company) on or prior to the closing date of certain additional conditions, including:

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subject to certain materiality qualifiers, the accuracy of the representations and warranties of Zimmer Biomet and Merger Sub to the extent specified in the merger agreement; and

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Zimmer Biomet and Merger Sub having complied with or performed in all material respects the covenants and agreements they are required to comply with or perform at or prior to the closing date of the merger.

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The consummation of the merger and the transactions is not conditioned upon Zimmer Biomet's receipt of financing. Each party may waive any of the conditions to its obligations to consummate the merger except where waiver is not permitted by law.

Termination of the Merger Agreement

The merger agreement may be terminated, and the transactions abandoned, at any time prior to the effective time (except as otherwise noted) by the mutual written consent of the Company and Zimmer Biomet.

Termination by the Company or Zimmer Biomet

In addition, the Company, on the one hand, or Zimmer Biomet, on the other hand, may terminate the merger agreement and abandon the merger at any time prior to the effective time (except as otherwise noted), if:

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the effective time has not occurred on or before January 11, 2026 (as it will be automatically extended to April 11, 2026 if, on January 11, 2026, all of the conditions to the merger closing have been satisfied other than those conditions related to antitrust approvals and the absence of legal restraints related thereto) (which date, we refer to as the "end date"); provided, that this right to terminate the merger agreement will not be available to any party whose material breach of the merger agreement is the principal cause of the failure of the merger to be consummated by the end date;

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a governmental body of competent jurisdiction shall have issued an injunction, judgment, decree, writ, directive, ruling or other order or taken any other action that has become final and non-appealable, or if any applicable law shall be in effect, which permanently restrains, enjoins or otherwise prevents or prohibits the merger or makes consummation of the merger illegal; provided that this right to terminate the merger agreement will not be available to a party whose material breach of the merger is the principal cause of the issuance of such final and nonappealable injunction, judgment, decree, writ, directive, ruling or other order or action; or

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the Company stockholder approval was not obtained at the special meeting (or any adjournment or postponement thereof) at which a vote by the Company's stockholders on the adoption of the merger agreement was taken.

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Termination by Zimmer Biomet

Zimmer Biomet may also terminate the merger agreement and abandon the transactions by written notice to the Company at any time prior to the effective time (except as otherwise noted):

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if the Company has breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in the merger agreement, and such breach or failure (i) would give rise to the failure of the conditions set forth in the section of this proxy statement entitled "- Conditions of the Merger-Conditions of Zimmer Biomet and Merger Sub to Closing" and (ii) such failure is incapable of being cured or, if capable of being cured by the end date, has not been cured prior to the earlier of the end date and 30 days after written notice of such inaccuracy, breach or failure to perform is given by Zimmer Biomet to the Company; provided, that Zimmer Biomet will not have the right to terminate the merger agreement pursuant to this bullet point if Zimmer Biomet or Merger Sub is then in breach of any representation, warranty, covenant or obligation under the merger agreement, and such breach would permit the Company to terminate the merger agreement pursuant to the first bullet point described in the section of this proxy statement entitled "- Termination by the Company"; or

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prior to receipt of the Company stockholder approval, if (i) the Board shall have failed to include the Company board recommendation in this proxy statement when filed with the SEC or mailed; (ii) the Board shall have effected a Company adverse change recommendation; (iii) in the case of an acquisition proposal structured as a tender offer or exchange offer subject to Regulation 14D under the Exchange Act, the Board (A) states that it recommends such tender or exchange offer or expresses no opinion or is unable to take a position (other than a "stop, look and listen" communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act) with respect to such tender or exchange offer or (B) fails to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, rejection of such tender offer or exchange offer and reaffirm the Company Board recommendation within 10 business days of the commencement of such tender offer or exchange offer within the meaning of Rule 14d-2 under the Exchange Act (or, if earlier, by the close of business on the business day immediately preceding the then scheduled Company stockholders meeting); (iv) after any public announcement of an acquisition proposal (other than a tender offer or exchange offer described in the foregoing clause (iii)), the Board fails to publicly affirm the Company Board recommendation within three business days after receipt of a written request by Zimmer Biomet to do so (or, if earlier, by the close of business on the business day immediately preceding the then scheduled Company stockholders meeting if the Company has received such request prior to the second business day before the then scheduled date of the Company stockholders meeting); provided, that the Board will have no obligation to make such affirmation more than twice with respect to each acquisition proposal or material modification thereof; (v) the Board fails to publicly reaffirm

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the Company Board recommendation within five business days after receipt of a written request by Zimmer Biomet to do so (it being understood that the Company will have no obligation to make such reaffirmation pursuant to this prong (v) on more than three occasions); (vi) the Board adopts, approves, recommends or declares advisable, or authorizes the Company to execute or enter into a definitive agreement with respect to any acquisition proposal; or (vii) there is a willful breach by the Board or the Company of its obligations with respect to the provisions related to non-solicitation or Board recommendation change in the merger agreement.

Termination by the Company

The Company may also terminate the merger agreement and abandon the transactions by written notice to Zimmer Biomet at any time prior to the effective time (except as otherwise noted):

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if Zimmer Biomet or Merger Sub has breached any of its representations or warranties or failed to perform any of its covenants or obligations set forth in the merger agreement, which breach or failure (i) would have, individually or in the aggregate, a Parent Material Adverse Effect (as defined in the merger agreement) or (ii) would give rise to the failure of the conditions set forth in the section of this proxy statement entitled "- Conditions of the Merger-Conditions of the Company to Closing" and such failure is incapable of being cured or, if capable of being cured, has not been cured prior to the earlier of the end date and 30 days after written notice of such inaccuracy, breach or failure to perform is given by the Company to Zimmer Biomet; provided, that the Company will not have the right to terminate the merger agreement pursuant to this bullet point if the Company is then in breach of its representations, warranties, covenants or obligations under the merger agreement, and such breach would permit Zimmer Biomet to terminate the merger agreement pursuant to the first bullet point described in the section of this proxy statement entitled "- Termination by Zimmer Biomet"; or

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prior to receipt of the Company stockholder approval, in order to substantially concurrently with such termination enter into a specified agreement providing for the consummation of a superior offer that has been approved by the Board in compliance with the terms of the merger agreement, including the non-solicitation and Board recommendation change restrictions of the merger agreement; provided, that prior to and as a condition to the effectiveness of such termination the Company pays the termination fee.

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Company Termination Fee

The Company will be required to pay to Zimmer Biomet a termination fee of $11 million if:

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the merger agreement is terminated by the Company pursuant to the provisions described in the second bullet point described above in the section of this proxy statement entitled "- Termination of the Merger Agreement-Termination by the Company";

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the merger agreement is terminated by Zimmer Biomet pursuant to the provision described in the second bullet point described above in the section of this proxy statement entitled "- Termination of the Merger Agreement-Termination by Zimmer Biomet"; or

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(A) the merger agreement is terminated (i) by Zimmer Biomet or the Company pursuant to the provision described in the first bullet point described above in the section of this proxy statement entitled "- Termination of the Merger Agreement-Termination by the Company or Zimmer Biomet" (but, in the case of termination by the Company, only if at such time Zimmer Biomet would not be prohibited from terminating the merger agreement pursuant to the proviso at the end of such bullet point), (ii) by Zimmer Biomet or the Company pursuant to the provision described in the third bullet point described above in the section of this proxy statement entitled "- Termination of the Merger Agreement-Termination by the Company or Zimmer Biomet" or (iii) by Zimmer Biomet pursuant to the provision described in the first bullet point described above in the section of this proxy statement entitled "- Termination of the Merger Agreement-Termination by Zimmer Biomet", (B) an acquisition proposal has been publicly disclosed or otherwise been communicated to the Board or executive management of the Company after the execution and delivery of the merger agreement and prior to the termination of the merger agreement and such acquisition proposal has not been unconditionally and, as applicable, publicly withdrawn prior to the termination of the merger

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agreement, and (C) within 12 months after such termination, the Company consummates any transaction included within the definition of acquisition proposal or the Company enters into a definitive agreement in respect of any transaction included within the definition of acquisition proposal, in each case, whether or not involving the same acquisition proposal or the same person or group making the Company the acquisition proposal referred to in clause (B); provided, that, for purposes of clause (C) of this bullet point, the references to "20%" in the definition of acquisition proposal are deemed to be references to "50%".

Limitation of Liability

Except in the case of fraud or a willful breach of the merger agreement by the Company and subject in all respects to Zimmer Biomet's injunction, specific performance and equitable relief rights set forth in the provisions described below in the section of this proxy statement entitled "- Specific Performance", if the termination fee is paid to Zimmer Biomet in circumstances for which such fee is payable pursuant to the provisions described above in the section entitled "- Company Termination Fee", none of the Company or its former, current or future officers, directors, partners, stockholders (or other equityholders, managers, members or affiliates shall have any further liability or obligation relating to the merger agreement or the transactions for any loss suffered as a result of the failure of the transactions to be consummated or for a breach or failure to perform under the merger agreement or otherwise.

Although Zimmer Biomet may pursue both a grant of specific performance in accordance with the provisions described below in the section of this proxy statement entitled "- Specific Performance" and the payment of the termination fee under the provision described above in the section entitled "- Company Termination Fee", under no circumstances will Zimmer Biomet be permitted or entitled to receive both a grant of specific performance that results in the closing of the merger and the termination fee.

Fees and Expenses

Whether or not the transactions are consummated, all fees and expenses incurred in connection with the merger agreement and the transactions will be paid by the party incurring or required to incur such fees or expenses, except as otherwise expressly set forth in the merger agreement.

Withholding Taxes

Each of Zimmer Biomet, Merger Sub, the Company, the surviving corporation, the rights agent, the paying agent and their respective affiliates are entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts otherwise payable pursuant to the merger agreement or the CVR agreement (including any milestone payment in respect of the CVR) such amounts as are required to be deducted or withheld under applicable law (including with respect to any amounts treated as interest under Section 483 of the Internal Revenue Code of 1986, as amended). Except with respect to compensatory amounts, if any of Zimmer Biomet, Merger Sub, the Company, the surviving corporation, the rights agent, the paying agent or their respective affiliates determines that it is required to deduct and withhold any amount payable pursuant to the merger agreement or the CVR agreement, then it will reasonably cooperate with the Company to obtain any affidavits, certificates and other documents as may reasonably be expected to afford to the Company and its stockholders reduction of, or relief from, such deduction or withholding. To the extent that amounts are so deducted or withheld and properly remitted to the appropriate governmental body, such amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made.

Amendment or Supplement

To the extent permitted by applicable law and subject to the other provisions of the merger agreement, at any time prior to the effective time, the merger agreement may be amended by written agreement of the Company and Zimmer Biomet and Merger Sub; provided, that following receipt of the Company stockholder approval, there will be no amendment or change to the provisions of the merger agreement which by law would require further approval by the Company common stockholders without such approval having first been obtained.

Extension of Time, Waiver, etc.

At any time prior to the effective time, any of the Company, Zimmer Biomet or Merger Sub may, to the extent permitted by applicable law and except as otherwise expressly set forth herein, (i) extend the time for the performance of any of the obligations or acts of the other party or parties, as applicable, (ii) waive any inaccuracies in the representations and warranties made to such party or parties contained in the merger agreement or in any document delivered pursuant thereto, or (iii) waive compliance by the other party or parties, as applicable, with any of the agreements contained in the merger agreement applicable to such party or parties, or except as otherwise provided in the merger agreement, waive any of such party's conditions (it being understood that Zimmer Biomet and Merger Sub will be deemed a single party for purposes of the foregoing clauses (i) through (iii)); provided, that following receipt of the Company stockholder approval, there will be no waiver of the provisions of the merger agreement which by law would require further approval by the Company common stockholders without such approval having first been obtained.

Governing Law; Jurisdiction

The merger agreement, the transactions and all disputes arising out of the merger agreement or the transactions are and will be governed by, and will be construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Any action or proceeding arising out of or relating to the merger agreement or the transactions will be heard and determined in the Delaware Court (or, if, but only if, the Delaware Court lacks subject matter jurisdiction over any action, any state or federal court within the State of Delaware).

Specific Enforcement

The parties agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the merger agreement in accordance with its specific terms or otherwise breach such provisions.

Subject to certain limitations, the parties acknowledged and agreed, among other things, that the parties are entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement in the courts described therein, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under the merger agreement; that the termination fee described above in the section entitled "- Termination Fee" is not intended to and does not adequately compensate for the harm that would result from a breach of the merger agreement and will not be construed to diminish or otherwise impair a party's right to specific performance (other than that Zimmer Biomet shall not be permitted or entitled to receive both a grant of specific performance that results in the merger closing and the termination fee); and that the right of specific performance is an integral part of the transactions, and without that right, neither the Company nor Zimmer Biomet or Merger Sub would have entered into the merger agreement. The parties agreed not to oppose the availability of the equitable remedy of specific performance on the basis that the other party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity.

CONTINGENT VALUE RIGHTS AGREEMENT

Explanatory Note Regarding the Form of CVR Agreement

The following summarizes the material provisions of the CVR agreement. The CVR agreement will be executed at the closing of the merger by Zimmer Biomet and a rights agent (which we refer to as the "rights agent"). This summary does not purport to be complete, may not contain all information about the CVR agreement that is or may be important to you and is qualified in its entirety by reference to the full form of the CVR agreement, a copy of which is attached to this proxy statement as Exhibit B to the original merger agreement attached as Annex A, as amended by the merger agreement amendment attached as Annex D, and each of which we incorporate by reference into this proxy statement. We strongly recommend that you to read the CVR agreement and documents related thereto carefully and in their entirety, as the rights and obligations of the parties are governed by the express terms of the CVR agreement and such documents related thereto and not by this summary or any other information contained in this proxy statement.

The CVR agreement is included with this proxy statement only to provide you with information regarding the terms of the CVR agreement and not to provide you with any other factual information regarding the Company, Zimmer Biomet, Merger Sub or their respective subsidiaries, affiliates or businesses.

Contingent Value Rights

Each CVR represents the right of its holder to receive a contingent cash payment pursuant to the CVR agreement if the conditions to such payment are satisfied. The initial holders will be the (i) holders of shares of Company common stock converted into the right to receive the merger consideration pursuant to the merger agreement and (ii) former holders of Company options whose Company options converted into the right to receive the merger consideration pursuant to the merger agreement (we refer to such applicable Company options as the "Company covered equity awards").

The CVRs will not have voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs to any holder. The CVRs will not represent any equity or ownership interest in Zimmer Biomet, the Company, the surviving corporation or any of their respective subsidiaries or affiliates.

Milestone Payment

While no guarantee or assurance can be given that any proceeds will be received, each CVR represents the right to receive a cash payment (subject to the achievement of certain milestone payment triggers) of $1.04 per CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to $3.41 per CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone, net of applicable taxes and without interest. The applicable milestone payment trigger conditions are as follows:

For the purposes of the CVR agreement, "gross revenue" means, for any applicable calendar year, as determined in accordance with the accounting methodology set forth in the CVR agreement, the sum of (a) the gross amount billed or invoiced by or on behalf of Zimmer Biomet or any of its affiliates with respect to Parent implants (and related disposables) (as each are defined below) using the Company systems (as defined below) to third-party purchasers in arm's-length transactions; provided, that any amount billed or invoiced between or among any of Zimmer Biomet or its affiliates with respect to Parent implants (and related disposables) using the Company systems will not be considered a sale.

For the purposes of the CVR agreement, "Parent implants" means any implant developed or produced by Zimmer Biomet or its affiliates (excluding, for the avoidance of doubt, any implants developed or produced by the Company prior to the closing of the merger) cleared for use with Company systems by the FDA which are used in conjunction with disposables to perform a procedure utilizing Company systems.

For purposes of the CVR agreement, "disposables" means sterile packed procedure components which include all disposables (i.e., robot cart drape, tracking markers, lenses, and spheres, bone pins, checkpoints, and saw blades) developed specifically to perform a procedure utilizing Parent implants with Company systems.

For purposes of the CVR agreement "Company systems" means the Company's advanced surgical planning and robotics systems for total knee arthroscopy known as the mBȏs TKA System and/or the Monogram TKA System, including additional systems or applications derived from, or iterative of, either of the mBȏs TKA System or the Monogram TKA System.

Non-Transferability

The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of other than under the following specified circumstances:

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upon death of a holder by will or intestacy;

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pursuant to a court order (including through a divorce decree);

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by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity;

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in the case of CVRs held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary, as allowable by DTC;

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if the holder is a partnership or limited liability company, a distribution by the transferring partnership or limited liability company to its partners or members, as applicable; or

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upon a holder's abandonment of all of such holder's remaining rights in a CVR by transferring such CVR to Zimmer Biomet.

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Every request to transfer CVRs must be in writing in accordance with the CVR agreement.

Evidence of CVR; Registration

The CVRs will not be evidenced by a certificate or other instruments. The rights agent will keep an up-to-date register (which we refer to as the "CVR register") for the purpose of identifying the holders of the CVRs and registering CVRs and permitted transfers thereof. The CVR register will initially show one position for Cede & Co. representing all of the CVRs that are issued to holders of shares of Company common stock that are held by DTC on behalf of street name holders of the shares of Company common stock held by such holders as of immediately prior to the effective time. In the case of holders of Company covered equity awards, the CVRs will initially be registered in the name and address of the holder of such Company covered equity awards as set forth in the records of the Company at the effective time and in a denomination equal to the number of shares of Company common stock subject to such Company covered equity awards cancelled in connection with the merger. No transfer of a CVR will be valid, even if permitted under the CVR agreement, until it is registered in the CVR register in accordance with the CVR agreement.

A holder may make a written request to the rights agent to change such holder's address of record in the CVR register. The written request must be duly executed by the holder. Upon receipt of such written request, the rights agent is authorized to, and will promptly record the change of address in the CVR register.

Payment Procedures

In the event that a milestone is attained (or a partial achievement milestone payment (as defined below) is due), on or prior to the applicable milestone notice date (as defined below), Zimmer Biomet will deliver or cause to be delivered to the rights agent (i) a written notice (which we refer to as the "milestone notice") indicating which milestone was attained and, (ii) cash, by wire transfer of immediately available funds to an account specified by the rights agent, equal to the aggregate amount necessary to pay the applicable milestone payment amount to all holders (other than holders who received CVRs in consideration of the Company covered equity awards, who will be paid through an applicable payroll system, an applicable third-party payroll agent or by the paying agent, as soon as reasonably practicable following the date on which the milestone notice has been delivered to the rights agent, but in no event later than March 15th of the calendar year following the calendar year in which the applicable milestone was attained). After receipt of the wire transfer, the rights agent will promptly (and in any event, within 10 business days) pay the CVR holders of record:

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by check mailed to the address of such holder reflected in the CVR register as of 5:00 p.m. Eastern time on the date of the milestone notice; or

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with respect to any such holder that is due an amount in excess of $100,000 in the aggregate who has provided the rights agent wiring instructions in writing as of the close of business on the date of the applicable milestone notice, by wire transfer of immediately available funds to the account specified on such instructions.

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Each of Zimmer Biomet and the rights agent may require payment, from any holder of a CVR and any transferee of such holder, of a sum sufficient to cover any stamp or other tax or similar charge that is imposed with such registration of transfer. The rights agent will have no duty or obligation to take any action under any section of the CVR agreement that requires the payment of applicable taxes or charges unless and until the rights agent is satisfied that all such taxes or charges have been paid.

For purposes of the CVR agreement, "partial achievement milestone payment" means, with respect to any of the revenue milestones, if gross revenue for the applicable milestone equals at least 50% of the gross revenue required to trigger the milestone payment then the milestone payment will be calculated pursuant to the table set forth in Schedule A to the CVR agreement (and as set forth below):

For purposes of the CVR agreement, "milestone notice date" means (a) with respect to the qualitative milestones, the date that is 10 business days following the achievement of the applicable milestone or (b) with respect to the revenue milestones, the date that is 90 days following the applicable milestone expiration date.

For purposes of the CVR agreement, "qualitative milestones" means the first milestone and the second milestone.

For purposes of the CVR agreement, "revenue milestones" means the third milestone, the fourth milestone and the fifth milestone.

Tax Withholding

Zimmer Biomet (or its applicable affiliate) will be entitled to deduct or withhold, or cause the rights agent to deduct or withhold, from any payments made pursuant to the CVR agreement such amounts as are required to be deducted or withheld therefrom under applicable law. Any such withholding with respect to holders who received CVRs in consideration of the Company covered equity awards will be made, or caused to be made, through making payments through an applicable payroll system or a third party payroll agent or by the paying agent (such method of payment to be determined in Zimmer Biomet's sole discretion). Prior to making any such tax withholdings or causing any such tax withholdings to be made with respect to any holder (other than payroll withholding and reporting with respect to the Company covered equity awards), the rights agent shall use commercially reasonable efforts to solicit from such holder an IRS Form W-9, IRS Form W-8 or other applicable tax form within a reasonable amount of time in order to provide the opportunity for the holder to provide any necessary tax forms in order to avoid or reduce such withholding amounts. To the extent any such amounts are so deducted or withheld and paid over to the appropriate tax authority, such amounts will be treated for all purposes under the CVR agreement and the merger agreement as having been paid to the holder to whom such amounts would otherwise have been paid.

Undistributed Payments; Imputed Interest

If any funds delivered to the rights agent for payment to the holders as a milestone payment amount remain undistributed to the holders on the date that is six months after the date of the applicable milestone notice, Zimmer Biomet will be entitled to require the rights agent to deliver to Zimmer Biomet or its designee any funds that had been made available to the rights agent in connection with such milestone payment amount and not disbursed to the holders (including all interest and other income received by the rights agent in respect of all funds made available to it), and, thereafter, such holders will be entitled to look

to Zimmer Biomet or any successor in interest of Zimmer Biomet (subject to abandoned property, escheat and other similar laws) only as general unsecured creditors thereof with respect to the applicable milestone payment amounts that may be payable, without interest.

Neither Zimmer Biomet, the rights agent nor any of their affiliates will be liable to any person (including any holder) for any milestone payment amounts delivered to a public official pursuant to any abandoned property, escheat or other similar laws. Zimmer Biomet agrees to indemnify and hold harmless the rights agent with respect to any liability, penalty, cost or expense the rights agent may incur or be subject to in connection with transferring such property to Zimmer Biomet.

Except as otherwise required by applicable law, including to the extent any portion of any milestone payment amount is required to be treated as imputed interest pursuant to applicable law, the parties to the CVR agreement intend to treat, for all U.S. federal and applicable state and local income tax purposes, (i) any milestone payment amounts (other than such amounts paid with respect to a CVR received solely with respect to a covered equity award) received with respect to shares of Company common stock pursuant to the merger agreement as additional consideration for or in respect of such shares of Company common stock and (ii) milestone payment amounts paid in respect of each CVR that was received with respect to Company covered equity awards pursuant to the merger agreement, and not the receipt of such CVR, as wages in the year in which the applicable milestone payment amount is made.

Enforcement of Rights of Holders

Any actions seeking the enforcement of the rights of holders under the CVR agreement may only be brought either by the rights agent or the holders of at least a majority of the outstanding CVRs as set forth on the CVR register (which we refer to as the "acting holders").

Rights Agent

The rights agent will be a person selected by Zimmer Biomet and reasonably acceptable to the Company. Zimmer Biomet will (i) pay the fees and expenses of the rights agent in connection with the CVR agreement as agreed upon in writing by the rights agent and Zimmer Biomet on or prior to the execution of the CVR agreement and (ii) reimburse the rights agent for all taxes and governmental charges and other charges of any kind and nature incurred by the rights agent in the execution of the CVR agreement (other than withholding taxes owed by holders and taxes imposed on or measured by the rights agent's net income and franchise or similar taxes imposed on it (in lieu of net income taxes)). The rights agent will also be entitled to reimbursement from Zimmer Biomet for all reasonable and necessary documented out-of-pocket expenses paid or incurred by it in connection with the administration by the rights agent of its duties under the CVR agreement.

The rights agent may resign at any time by notifying Zimmer Biomet in writing at least 60 days before the resignation takes effect and Zimmer Biomet may remove the rights agent at any time by notifying the rights agent in writing at least 30 days before the removal takes effect, which removal will not become effective until a successor rights agent has been appointed and accepted such appointment in accordance with the terms of the CVR agreement.

Covenants by Zimmer Biomet

Among other things, the CVR agreement provides for certain covenants made by Zimmer Biomet.

List of Holders

Zimmer Biomet or the surviving corporation will furnish, or cause to be furnished, to the rights agent, as promptly as practicable upon the effective time, and in no event later than 30 days following the effective time, the names and addresses of the holders in such form as Zimmer Biomet receives from the surviving corporation's transfer agent (or other agent performing similar services for the surviving corporation) or, in the case of holders who held Company covered equity awards, the Company.

Payment of Milestone Payment

If a milestone has been achieved in accordance with the CVR agreement, then no later than the applicable milestone notice date, Zimmer Biomet shall (i) deliver to the rights agent a written notice indicating that such milestone has been achieved, and (ii) deposit or cause to be deposited with the rights agent, for payment to the holders, the aggregate amount necessary to pay the applicable milestone payment amounts to all holders with respect to the applicable milestone (other than holders with respect to CVRs received in consideration of the Company covered equity awards who will be paid through an applicable payroll system, an applicable third-party payroll agent or by the paying agent, as soon as reasonably practicable following the date on which the milestone notice has been delivered to the rights agent, but in no event later than March 15th of the calendar year in which the applicable milestone was attained).

Operational Matters

The CVR agreement provides that, from the closing date of the merger, neither Zimmer Biomet nor any of its affiliates shall act in bad faith with the specific intent of avoiding achievement of the milestones or the incurrence of any milestone payment obligation.

No Obligation

The CVR agreement provides that, except as expressly set forth in the CVR agreement, none of Zimmer Biomet or any of its affiliates will have any obligation to make any particular level of efforts or engage in any particular activities in connection with the ownership of the surviving corporation or any other person relevant to the milestone payments, the Company systems or otherwise in connection with achieving the milestones.

Gross Revenue Statement

The CVR agreement provides that, prior to the applicable milestone notice date, Zimmer Biomet (i) must compile a written statement setting forth in reasonable detail the calculation of gross revenue as of the applicable milestone expiration date for each of the revenue milestones, which will include (a) an itemized calculation of the gross revenue as of the applicable milestone expiration date and (b) to the extent that sales for Company systems are recorded in currencies other than United States dollars, the exchange rates used for conversion of such foreign currency into United States dollars (which written statement we refer to as the "gross revenue statement") and (ii) will keep such gross revenue statement in its books and records.

Change of Control; Carve-Out Transactions

In the event that Zimmer Biomet desires to consummate a change of control prior to the earlier of the last milestone expiration date and the payment of all milestone payment amounts (to the extent actually achieved) in accordance with the CVR agreement, whichever occurs earlier, Zimmer Biomet, or the surviving corporation, as applicable depending upon the structure of the change of control, will cause the person acquiring Zimmer Biomet to assume Zimmer Biomet's, and the surviving corporation's (as applicable depending upon the structure of the change of control) obligations, duties and covenants under the CVR agreement to the extent not effected by operation of law.

In the event that Zimmer Biomet or any of its subsidiaries desires to consummate a carve-out transaction prior to the earlier of the last milestone expiration date and the payment of all milestone payment amounts (to the extent actually achieved) in accordance with the CVR agreement, whichever occurs earlier, Zimmer Biomet will cause the person acquiring the rights to such Company systems to either (i) assume Zimmer Biomet's obligations, duties and covenants under the CVR agreement pursuant to a supplemental contingent consideration payment agreement or other acknowledgement executed and delivered to the rights agent or (ii) provide the information to Zimmer Biomet necessary for Zimmer Biomet to comply with its obligations under the CVR agreement. If any carve-out transaction is consummated with a person and such person does not assume all of Zimmer Biomet's obligations, duties and covenants under the CVR agreement, Zimmer Biomet will retain all such obligations, duties and covenants; provided, for the avoidance of doubt, any gross revenue of such person who acquired such Company systems prior to the

applicable milestone expiration date will be included in the gross revenue calculation as of the applicable milestone expiration date pursuant to the CVR agreement.

Audit Rights

If a milestone is not attained, Zimmer Biomet will deliver to the rights agent, (A) with respect to the revenue milestones, on or before the applicable milestone notice date, and (B) with respect to the qualitative milestones, no more than 30 days after the applicable milestone expiration date, (i) a written notice (which we refer to as the "expiry notice") indicating that the applicable milestone was not attained prior to the applicable milestone expiration date, and (ii) that the applicable milestone payment is not payable to the holders, provided, however, in the event that at least 50% of the gross revenue required to trigger a revenue milestone has been attained prior to the applicable milestone expiration date, then such revenue milestone will be deemed to be partially achieved and each holder will be entitled to the partial achievement milestone payment for such revenue milestone in accordance with Schedule A to the CVR agreement.

With respect to the revenue milestones only, during the forty-five (45)-day period following the expiry notice (which we refer to as the "CVR end date"), upon the reasonable written request from the acting holders, Zimmer Biomet will provide the acting holders with reasonable documentation to support Zimmer Biomet's calculation of gross revenue and will, subject to certain conditions set forth in the CVR agreement, make its financial personnel reasonably available to a designated representative of the acting holders to discuss and answer the acting holders' questions regarding such calculations. If the acting holders do not agree with Zimmer Biomet's calculations, the acting holders may, no later than 20 business days after the acting holders request documentation supporting Zimmer Biomet's calculation, submit a written dispute notice to Zimmer Biomet setting forth the specific disputed items in the gross revenue statement and a reasonably detailed explanation thereof (which notice we refer to as the "dispute notice"). If the acting holders and Zimmer Biomet fail to agree on the matter under dispute within 20 business days after the acting holders deliver the dispute notice to Zimmer Biomet (which period we refer to as the "review request period"), subject to certain conditions set forth in the CVR agreement, Zimmer Biomet will permit and will use commercially reasonable efforts to cause its other affiliates to permit, an independent certified public accounting firm of nationally recognized standing selected by such acting holders and reasonably acceptable to Zimmer Biomet (which we refer to as the "independent accountant") to have access, with reasonable advance notice and at reasonable times during normal business hours, to the books and records of Zimmer Biomet and its subsidiaries as may be reasonably necessary to evaluate and verify Zimmer Biomet's calculation of the gross revenue as of the applicable milestone expiration date as set forth in the applicable gross revenue statement. If the independent accountant concludes that the applicable milestone payment should have been paid but was not paid when due, or the applicable milestone payment amount paid should have been greater than the amount paid based on the amounts set forth in the gross revenue statement, Zimmer Biomet will cause the applicable milestone payment amount to be paid (less any amounts deposited with the rights agent prior to such date) promptly, and in any event within 30 days of the date the independent accountant delivers to Zimmer Biomet the independent accountant's written report.

If, as of the applicable CVR end date, the acting holders have not requested a review of the applicable gross revenue statement, or if the acting holders have not delivered a timely dispute notice, the calculations set forth in the applicable gross revenue statement will be conclusive upon the holders.

Amendments

Amendments Without the Consent of Holders

Without the consent of any holders or the rights agent, Zimmer Biomet, at any time and from time to time, may enter into one or more amendments to the CVR agreement, for any of the following purposes:

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to evidence the succession of another person as a successor rights agent and the assumption by any such successor of the covenants and obligations of the rights agent set forth in the CVR agreement;

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to add to the covenants of Zimmer Biomet such further covenants, restrictions, conditions or provisions as Zimmer Biomet considers to be for the protection of the holders; provided that, in each case, such provisions do not materially adversely affect the interests of the holders;

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to cure any ambiguity, to correct or supplement any provision of the CVR agreement that may be defective or inconsistent with any other provision in the CVR agreement or in the merger agreement or to make any other provisions with respect to matters or questions arising under the CVR agreement; provided that, in each case, such provisions do not materially adversely affect the interests of the holders;

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as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or "blue sky" laws;

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to evidence the assignment of the CVR agreement by Zimmer Biomet in accordance with the CVR agreement;

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as may be necessary or appropriate to comply with Section 409A of the Internal Revenue Code; or

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any other amendments to the CVR agreement for the purpose of adding, eliminating or changing any provisions of the CVR agreement, unless such addition, elimination or change is materially adverse to the interests of the holders.

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Without the consent of any holders, Zimmer Biomet and the rights agent, at any time and from time to time, may enter into one or more amendments to the CVR agreement to reduce the number of CVRs, in the event any holder agrees to renounce such holder's rights under the CVR agreement in accordance with the CVR agreement or to transfer CVRs to Zimmer Biomet in accordance with the CVR agreement.

Promptly after the execution by Zimmer Biomet and the rights agent of any amendment pursuant to conditions bulleted above, Zimmer Biomet will transmit (or cause the rights agent to transmit) a notice through the facilities of DTC in accordance with DTC's procedures or by first class mail to the holders at their addresses as they appear on the CVR register, setting forth such amendment.

Amendments with the Consent of Holders

With the consent of the acting holders, whether evidenced in writing or taken at a meeting of the holders, Zimmer Biomet and the rights agent may enter into one or more amendments to the CVR agreement for the purpose of adding, eliminating or changing any provisions of the CVR agreement, even if such addition, elimination or change is materially adverse to the interest of the holders. Promptly after the execution by Zimmer Biomet and the rights agent of any such amendment, Zimmer Biomet will mail (or cause the rights agent to mail) a notice thereof by first class mail to the holders at their addresses as they appear on the CVR register, setting forth such amendment.

Termination

The CVR agreement will be terminated upon the earliest to occur of (i) the payment by the rights agent to each holder of all of the milestone payment amounts required to be paid under the terms of the CVR agreement, (ii) the delivery of a written notice of termination duly executed by Zimmer Biomet and the acting holders and (iii) the last applicable milestone expiration date. For the avoidance of doubt, the termination of the CVR agreement will not affect or limit the right to receive the milestone payment amounts to the extent earned prior to termination of the CVR agreement and the provisions applicable thereto will survive the expiration or termination of the CVR agreement.

VOTING AGREEMENT

The following summarizes the material provisions of the voting agreements. This summary does not purport to be complete, may not contain all information about the voting agreements that is or may be important to you and is qualified in its entirety by reference to the full form of voting agreement, a copy of which is attached to this proxy statement as Annex B and which we incorporate by reference into this proxy statement. We strongly recommend that you read the form of voting agreement and documents related thereto carefully and in their entirety, as the rights and obligations of the parties are governed by the express terms of the voting agreements and such other related documents and not by this summary or any other information contained in this proxy statement.

The form of voting agreement is included with this proxy statement only to provide you with information regarding the terms of the voting agreements and not to provide you with any other factual information regarding the Company, Zimmer Biomet, Merger Sub or their respective subsidiaries, affiliates or businesses.

As a condition to Zimmer Biomet and Merger Sub entering into the merger agreement, certain specified stockholders of the Company (which we refer to, collectively, as the "specified stockholders") of the Company executed and delivered to Zimmer Biomet and Merger Sub voting agreements, dated July 11, 2025 in the form attached to this proxy statement as Annex B. At the close of business on August 14, 2025, the record date of the special meeting, the specified stockholders collectively beneficially owned and held voting power over 9,754,256 shares of Company common stock (which we refer to as the "subject shares"), which represent approximately 24.01% of the voting power of the Company common stock. In connection with the execution and delivery of the voting agreements, Zimmer Biomet and its affiliates did not pay any of the specified stockholders any consideration in addition to the consideration they may receive pursuant to the merger agreement in respect of their Company common stock or, as applicable, any equity-based awards. The form of voting agreement is attached hereto as Annex B.

Under the voting agreements, the specified stockholders agreed, among other things, to:

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(i) cause all of the subject shares to be counted as present at any annual or special meeting or adjournment or postponement thereof for purposes of determining a quorum; and (ii) be present (in person or by proxy) and vote (or cause to be voted if another person is the holder of record of any subject shares beneficially owned by such specified stockholder) at any annual or special meeting or adjournment or postponement thereof, or deliver (or cause to be delivered) a written consent with respect to, all of the subject shares (x) in favor of the adoption of the merger agreement and the approval of the merger, (y) against any acquisition proposal and (z) against any other action that is intended or would reasonably be expected to materially impede, interfere with or delay the consummation of the merger or any of the other transactions contemplated by the merger agreement; and

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not to directly or indirectly, (i) subject to certain exceptions, create or permit to exist any encumbrances on all or any portion of the subject shares or subject securities, (ii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (whether by sale, liquidation, dissolution, dividend or distribution), or enter into any derivative arrangement with respect to (collectively, "transfer"), all or any portion of the subject shares or subject securities, or any right or interest therein (or consent to any of the foregoing), (iii) enter into any contract with respect to any transfer of the subject shares or subject securities, or any interest therein, (iv) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to all or any portion of the subject shares, (v) deposit or permit the deposit of all or any portion of the subject shares into a voting trust or enter into a voting agreement or arrangement with respect to all or any portion of the subject shares or (vi) take or permit any other action that would in any way restrict, limit or interfere with the performance of the specified stockholders' obligations under the voting agreement or the transactions contemplated by the voting agreement or otherwise make any representation or warranty of such specified stockholders in the voting agreement untrue or incorrect in any material respect or seek to do or solicit any of the foregoing actions, or cause or permit any other person to take any of the foregoing actions.

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Under the voting agreements, the specified stockholders irrevocably granted and appointed Zimmer Biomet, as their proxy and attorney-in-fact, with full power of substitution, for and in such specified

stockholder's name to vote (A) in favor of the adoption and approval of the merger agreement and the approval of the merger and (B) against any acquisition proposal.

The voting agreement will terminate automatically, without any notice or other action by any person, upon the first to occur of:

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the valid termination of the merger agreement in accordance with its terms;

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the effective time;

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the entry, without the prior written consent of the specified stockholders, into any modification or amendment to the merger agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to any of the specified stockholders pursuant to the merger agreement as in effect on July 11, 2025; and

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the mutual written consent of all of the parties to the voting agreements.

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LOAN AGREEMENT

The following summarizes the material provisions of the loan agreement. This summary does not purport to be complete, may not contain all information about the loan agreement that is or may be important to you and is qualified in its entirety by reference to the full form of loan agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 14, 2025. We strongly recommend that you read the loan agreement and documents related thereto carefully and in their entirety, as the rights and obligations of the parties are governed by the express terms of the loan agreement and such other related documents and not by this summary or any other information contained in this proxy statement.

On July 11, 2025, concurrently and in connection with the execution of the merger agreement, the Company entered into the loan agreement with Zimmer, Inc., a wholly-owned subsidiary of Zimmer Biomet (the "lender"). Subject to the terms and conditions of the loan agreement, at the Company's request, the lender will lend to the Company up to $15 million in the event the merger is not consummated during the period from December 1, 2025 to the end date (as defined in the merger agreement) (we refer to such period as the "draw period").

Subject to the satisfaction of the funding conditions (as defined below), during the draw period, the Company may request from the lender, and the lender has agreed to make, one or more loans in an aggregate principal amount of up to $15 million to the Company, with the amount of each loan to be specified by the Company in a written request delivered to the lender (which we refer to as the "funding request").

Interest on each loan will accrue at an interest rate per annum equal to 10%, accruing on a daily basis and compounding semi-annually. All accrued interest will be paid in cash upon maturity, or if earlier, on the date of the prepayment of such loan. Upon the occurrence and during the continuance of any event of default (as defined in the loan agreement), all principal and other amounts payable by the Company thereunder will bear interest, payable on demand, at a rate per annum equal to 13%.

Unless earlier prepaid pursuant to the terms of the loan agreement, the unpaid obligations will mature on December 1, 2027.

The Company may voluntarily prepay, without premium or penalty, at any time and from time to time, all or any portion of the loans. Partial prepayments must be in a minimum amount of $1 million and in multiples of $1 million in excess thereof and will be applied first to accrued and unpaid interest, including any interest accrued and capitalized on such amount, next to the principal amount of the loan and finally to all other unpaid obligations.

The Company is required to prepay the obligations as follows:

(a) Within three business days of the date of a change of control (as defined below), the Company shall prepay the obligations in cash in full. "Change of control" means the occurrence of any one of the following: (i) any person or group of persons (within the meaning of Section 13(d) or Section 14(a) of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership of (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) 50% or more of the voting capital stock of the Company, (ii) within a period of twelve consecutive calendar months, individuals who were directors of the Company on the first day of such period, together with any directors whose election by such board of directors or whose nomination for election by the stockholders was approved by a vote of the majority of the directors then in office shall cease to constitute a majority of the board of directors of the Company or (iii) the sale, transfer or other disposition (including through exclusive licensing) of all or substantially all of the assets of the Company.

(b) Within one business day of the date of incurrence by the Company of any indebtedness for borrowed money (including all obligations evidenced by bonds, debentures, notes, or other similar instruments or upon which interest payments are customarily made or interest is customarily incurred (excluding the loans)), in each case, in a principal amount in excess of $25 million (whether individually or in the aggregate of any related debt financing transactions), the Company shall prepay the

outstanding principal amount of the loans in an amount equal to 100% of the net cash proceeds received by the Company in connection with such incurrence in accordance with the terms of the loan agreement.

(c) On the date the Company enters into any acquisition proposal, the Company shall prepay the obligations in cash in full.

The obligation of the lender to make any loan, and the right of the Company to request the funding of any loan from the lender, are subject to satisfaction of certain conditions (the "funding conditions"), including, among other things: (a) that the merger has not been consummated prior to or during the draw period, but only in the event the conditions to the merger closing related to antitrust approvals and the absence of legal restraints have not been satisfied on or prior to such date; (b) the conditions of Zimmer Biomet and Merger Sub to closing have been satisfied on the date the funding request is delivered and the funding date of each loan (or would be satisfied by the Company on the closing date (as defined in the merger agreement) assuming that all other conditions to closing set forth in the merger agreement were satisfied on such date); (c) the representations and warranties set forth in the loan agreement are true and correct as of the funding date (except that with respect to the merger agreement incorporated representations and warranties, true and correct to the extent required by terms of the merger agreement as applicable to the closing of the merger); (d) no event of default has occurred and is continuing, and no other condition, event or circumstances exists that would, with the passage of time, result in an event of default under any debt agreement; (e) the aggregate loans made pursuant to the loan agreement, plus the amount of any requested loan, does not exceed $15 million; (f) each funding request, duly executed by an authorized officer of the Company, has been delivered by the Company to the lender in accordance with of the terms of the loan agreement; (g) a duly executed original note has been delivered by the Company to the lender; (h) a certificate of the secretary of the Company, dated as of the funding date of the initial loan, has been delivered to the lender; and (i) a certificate of good standing as to the Company has been delivered to the lender.

The obligation of the lender to make any loan will terminate upon the occurrence of either: (a) the entry by the Company into an agreement with respect to an acquisition proposal; (b) the failure of the merger to close on or prior to the end date or the merger agreement is terminated due solely to the failure of the Company to receive the Company stockholder approval or the failure of any of the conditions of Zimmer Biomet and Merger Sub to closing to be satisfied on or prior to the end date; and (c) the expiration of the draw period.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS

The following table sets forth certain information regarding the beneficial ownership of Company common stock as of August 14, 2025, by:

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each director;

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each current named executive officer;

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all of our current executive officers and directors as a group; and

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all stockholders known to us to be beneficial owners of 5% or more of Company common stock (based on a review of filings made with the SEC on Schedules 13D, 13G and Form 4).

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As of August 14, 2025, there were approximately 40,632,367 shares of Company common stock issued and outstanding. Except as otherwise set forth below, the address of each beneficial owner is: c/o Monogram Technologies Inc., 3913 Todd Lane, Austin, TX 78744.

Beneficial ownership is determined in accordance with SEC rules, and includes any shares as to which the stockholder has sole or shared voting power or investment power, and also any shares that the stockholder has the right to acquire within 60 days of August 14, 2025, whether through the exercise or conversion of any Company option, convertible security, warrant or other right. The indication herein that shares are beneficially owned is not an admission on the part of the stockholder that he, she or it is a direct or indirect beneficial owner of those shares.

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(1)

Unless otherwise noted, the business address of each of those listed in the table above is c/o Monogram Orthopaedics Inc., 3913 Todd Lane, Austin, TX 78744.

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(2)

Includes 4,006,330 shares of Common Stock and 1,214,375 vested options which are exercisable in 60 days.

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(3)

Includes 2,926 shares of Common Stock and 360,625 vested options, which are exercisable within 60 days.

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(4)

Includes 296,385 shares of Common Stock and 28,125 vested options, which are exercisable within 60 days.

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(5)

Includes 3,532,622 shares of Common Stock and 1,254,375 vested options, which are exercisable in 60 days. In addition, not included in this number, Dr. Unis and the Icahn School of Medicine at Mount Sinai agreed, pursuant to a separate agreement to which the Company is not a party, that Dr. Unis is

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entitled to 20.65% of those 2,360,304 shares of Common Stock owned by Mount Sinai, or 487,324 shares of Common Stock. Mount Sinai has not issued Dr. Unis these shares to date and Dr. Unis does not have any voting rights with regard to these shares.

(6)

Solely includes vested options which are exercisable in 60 days.

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(7)

Solely includes vested options which are exercisable in 60 days.

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(8)

Solely includes vested options which are exercisable in 60 days.

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(9)

See footnote (5) above regarding the agreement Dr. Unis has to acquire 487,324 shares of Common Stock owned by Mount Sinai.

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(10)

Based on 40,632,367 shares of Common Stock outstanding as of August 14, 2025 plus 3,256,911 of vested options which are exercisable within 60 days from August 14 for a total denominator of 43,889,278. To our knowledge, except as noted above, no person or entity is the beneficial owner of 5% or more of the voting power of the Company common stock.

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MARKET PRICE AND DIVIDEND INFORMATION

Shares of Company common stock are listed on the Nasdaq Capital Market under the trading symbol "MGRM". The table below provides the high and low intra-day trading prices for shares of common stock, as reported by the Nasdaq Capital Market for the periods specified below.

On July 11, 2025, the last full trading day prior to the public announcement of the execution of the merger agreement, the closing price for shares of Company common stock was $3.29 per share. The $4.04 per share in upfront cash consideration to be paid for each share of Company common stock pursuant to the merger agreement represents a premium of approximately 23% over the closing price on July 11, 2025. On August 27, 2025, the latest practicable trading day before the filing of this proxy statement, the reported closing price for shares of common stock on the Nasdaq Capital Market was $5.63. You are encouraged to obtain current market quotations for shares of Company common stock in connection with voting your shares of Company common stock.

As of the close of business on August 14, 2025, the record date, there were 40,632,367 shares of Company common stock outstanding and entitled to vote, held by 18,333 Company stockholders of record. The number of holders is based upon the actual number of holders registered in our records at such date and excludes holders of shares in "street name" or persons, partnerships, associations, corporations or other entities identified in security positions listings maintained by depository trust companies.

The Company has never declared or paid cash dividends on shares of Company common stock. The Company has no intention to pay dividends on Company common stock at any time in the foreseeable future and under the terms of the merger agreement, the Company is prohibited from establishing a record date for, declaring, setting aside for payment or paying any dividend on, or making any other distribution (whether in cash, stock, property or any combination thereof) in respect of, any shares of its capital stock or other equity or voting interests.

HOUSEHOLDING

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more Company stockholders sharing the same address and Company stockholders that maintain more than one stockholder account on the books of our transfer agent by delivering a single proxy statement addressed to those Company stockholders. This procedure, which is commonly referred to as "householding", potentially means extra convenience for Company stockholders and cost savings for companies.

Brokers with account holders who are Company stockholders may be "householding" our proxy materials. A single proxy statement may be delivered to multiple Company stockholders sharing an address unless contrary instructions have been received from the affected Company stockholders. Once you have received notice from your broker that it will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in "householding".

If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate proxy statement, you may (i) notify your broker, (ii) direct your written request to: 3913 Todd Lane, Austin, TX 78744 or (iii) request them from the Company by calling (512) 399-2656. Company stockholders who currently receive multiple copies of this proxy statement at their address and would like to request "householding" of their communications should contact their broker.

FUTURE STOCKHOLDER PROPOSALS

If the merger is consummated, we will not have public stockholders and there will be no public participation in any future stockholders' meetings. Until the merger is consummated, you will continue to be entitled to attend and participate in stockholders' meetings, including the Company's annual meetings of Company stockholders, and we will provide notice of or otherwise publicly disclose the date on which the 2025 annual meeting of stockholders will be held.

The Company expects to hold an annual meeting in 2025 only if the merger has not already been completed.

A stockholder who would like to have a proposal considered for inclusion in our 2025 proxy statement pursuant to SEC Rule 14a-8 must have submitted the proposal so that it was received by us no later than July 11, 2025 unless the date of our 2025 Annual Meeting is more than 30 days before or after December 19, 2025, in which case the proposal must be received a reasonable time before we begin to print and send our proxy materials. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to Monogram Technologies Inc., 3913 Todd Lane, Austin, TX 78744, Attention: Board Chairman.

In addition, a stockholder who intends to solicit proxies in support of director nominees other than the Company's nominees for the 2025 annual meeting of stockholders in accordance with Exchange Act Rule 14a-19 must provide notice to our principal executive offices at the address above no later than October 18, 2025. Any such notice of intent to solicit proxies must comply with all the requirements of SEC Rule 14a-19.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the information and reporting requirements of the Exchange Act, and, accordingly, file annual, quarterly and periodic reports, proxy statements and other information with the SEC. Our SEC filings are available over the internet at the SEC's website at www.sec.gov.

Statements contained in this proxy statement, or in any document incorporated in this proxy statement by reference, regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows us to "incorporate by reference" information into this proxy statement. This means that we can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement. This proxy statement and the information that we later file with the SEC may update and supersede the information incorporated by reference, and the information that we later file with the SEC may update and supersede the information in this proxy statement. This proxy statement incorporates by reference the following documents filed by us with the SEC under the Exchange Act and any documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the special meeting (provided that we are not incorporating by reference any information furnished to, but not filed with, the SEC):

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our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed with the SEC on March 12, 2025);

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our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 (filed with the SEC on May 14, 2025) and June 30, 2025 (filed with the SEC on August 15, 2025);

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the portions of our Definitive Proxy Statement on Schedule 14A for our 2024 annual meeting of Company stockholders (filed with the SEC on November 8, 2024) that are incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024; and

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our Current Reports on Form 8-K (excluding information and exhibits furnished under Items 2.02 or 7.01) filed with the SEC on July 8, 2025, July 14, 2025, July 14, 2025 and August 28, 2025.

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For the avoidance of doubt, information furnished by the Company on any Current Report on Form 8-K, including the related exhibits that, pursuant to and in accordance with the rules and regulations of the SEC, is not deemed "filed" for purposes of the Exchange Act will not be deemed incorporated by reference into this proxy statement.

The information contained in this proxy statement speaks only as of the date indicated on the cover of this proxy statement unless the information specifically indicates that another date applies.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us:

Monogram Technologies Inc.
Attention: Investor Relations
3913 Todd Lane
Austin, TX 78744
(512) 399-2656

In order for you to receive timely delivery of documents in advance of the special meeting, you must make such request by no later than September 23, 2025, which is five business days before the date of the special meeting. Please note that you will be able to obtain the documents (if and when available) free of charge on the SEC's website at www.sec.gov. In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public, free of charge, on the Investor Relations page of our website at monogramtechnologies.com/investors.

We have not authorized anyone to give you any information or to make any representation about the proposed merger or the Company that is different from or adds to the information contained in this proxy statement or in the documents we have publicly filed with the SEC. Therefore, if anyone does give you any different or additional information, you should not rely on it.

Annex A​

Execution Version​

AGREEMENT AND PLAN OF MERGER

among:

MONOGRAM TECHNOLOGIES INC.,

a Delaware corporation;

HONEYBADGER MERGER SUB, INC.,

a Delaware corporation; and

ZIMMER BIOMET HOLDINGS, INC.,

a Delaware corporation

Dated as of July 11, 2025

Table of Contents

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of July 11, 2025, by and among: (i) Zimmer Biomet Holdings, Inc., a Delaware corporation ("Parent"); (ii) Honey Badger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); and (iii) Monogram Technologies Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

WHEREAS, pursuant to this Agreement, Merger Sub shall be merged with and into the Company (the "Merger") with the Company surviving the Merger as the surviving corporation in the Merger and as a wholly-owned Subsidiary of Parent (the "Surviving Corporation"), in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and on the terms and subject to the conditions set forth in this Agreement, pursuant to which each issued and outstanding share of common stock, par value $0.001 per share, of the Company (the "Company Common Stock"), each issued and outstanding share of 8.00% Series D Convertible Cumulative Preferred Stock, par value $0.001 per share, of the Company (the "Series D Preferred Stock") and each issued and outstanding share of Series E Redeemable Perpetual Preferred Stock, par value $0.001 per share, of the Company (the "Series E Preferred Stock" and, together with the Series D Preferred Stock, the "Company Preferred Stock" and such Company Preferred Stock, together with the Company Common Stock, collectively, the "Company Stock"), in each case outstanding as of immediately prior to the Effective Time, shall be converted at the Effective Time into the right to receive (A) in the case of shares of Company Common Stock (other than (i) Excluded Shares and (ii) Dissenting Shares), an amount equal to (a) $4.04 per share of Company Common Stock (the "Cash Amount"), without interest and subject to applicable withholding Taxes, plus (b) one contractual contingent value right per share of Company Common Stock (each, a "CVR"), which shall represent the right to receive the Milestone Payments (as such term is defined in the CVR Agreement), in cash, without interest and subject to applicable withholding Taxes, on the terms and subject to the conditions set forth in this Agreement and the CVR Agreement (the Cash Amount plus the CVR, collectively, being the "Merger Consideration"), (B) in the case of shares of Series D Preferred Stock (other than (i) Excluded Shares and (ii) Dissenting Shares), an amount equal to $2.25 per share of Series D Preferred Stock, plus an amount equal to any accrued but unpaid dividends (whether or not declared) (if any), in cash, without interest and subject to applicable withholding Taxes, on the terms and subject to the conditions set forth in this Agreement (the "Series D Liquidation Preference") or (C) in the case of shares of Series E Preferred Stock (other than (i) Excluded Shares and (ii) Dissenting Shares), an amount equal to $100 per share of Series E Preferred Stock, in cash, without interest and subject to applicable withholding Taxes, on the terms and subject to the conditions set forth in this Agreement (the "Series E Liquidation Preference").

WHEREAS, the Board of Directors of the Company (the "Board of Directors") has unanimously adopted resolutions (i) approving (including for the purposes of Section 203 of the DGCL) and declaring advisable this Agreement, the execution, delivery and performance hereof and the consummation of the Transactions, including the Merger, and approving the CVR Agreement and the transactions contemplated thereby, (ii) determining that the CVR Agreement, the Merger and the other transactions contemplated by this Agreement and the CVR Agreement are advisable, fair to, and in the best interests of, the Company and the stockholders of the Company and (iii) resolving to recommend that the holders of shares of Company Common Stock approve the adoption of this Agreement (the "Company Board Recommendation") and directing that this Agreement be submitted to the Company's stockholders entitled to vote thereon at the Company Stockholders Meeting for approval of the adoption hereof;

WHEREAS, the Board of Directors of Parent has duly approved the execution, delivery and performance of this Agreement and the CVR Agreement and the consummation of the Transactions, including the Merger, and declared it advisable for Parent to enter into this Agreement;

WHEREAS, the sole member of the Board of Directors of Merger Sub has acted by written consent (i) approving and declaring advisable this Agreement, the execution, delivery and performance hereof, (ii) resolving to submit this Agreement and the Transactions, including the Merger, to the sole stockholder of Merger Sub for approval of the adoption hereof, and (iii) resolving to recommend that the sole stockholder of Merger Sub approve the adoption of this Agreement;

WHEREAS, Parent, in its capacity as sole stockholder of Merger Sub, will approve and adopt this Agreement and the consummation by Merger Sub of the Merger and the other transactions contemplated by this Agreement by written consent immediately following the execution of this Agreement;

WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the CVR Agreement and also prescribe various conditions to the Merger and the CVR Agreement;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, as a condition and inducement to Parent's and Merger Sub's willingness to enter into this Agreement, Benjamin Sexson ("Sexson") is delivering a waiver and release to the Company, Parent and Merger Sub with respect to certain preemptive rights granted to Sexson under that certain Employment Contract, dated April 29, 2018, between the Company and Sexson, as amended, which waiver and release shall be subject to the consummation of the Transactions;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, as a condition and inducement to Parent's and Merger Sub's willingness to enter into this Agreement, (A) each Key Employee is executing (i) an employment agreement or offer letter and (ii) a restrictive covenant agreement with Parent and/or one of its Affiliates, and (B) Douglas Unis is executing a restrictive covenant agreement with Parent and/or one of its Affiliates, each of which shall become effective at the Effective Time; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, as a condition and inducement to Parent's and Merger Sub's willingness to enter into this Agreement, certain holders of shares of Company Common Stock are entering into voting and support agreements (the "Voting Agreements") with Parent and Merger Sub.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Company, Parent and Merger Sub hereby agree as follows:

SECTION 1

MERGER TRANSACTION

1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall cease, and the Company will continue as the Surviving Corporation and as a wholly-owned Subsidiary of Parent.

1.2 Effect of the Merger. From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

1.3 Closing; Effective Time.

(a) Unless this Agreement shall have been terminated pursuant to Section 7, and unless otherwise mutually agreed in writing between the Company and Parent (on its behalf and on behalf of Merger Sub), the consummation of the Merger (the "Closing") shall take place by means of a virtual closing via the electronic exchange of documents and signatures by the Parties as soon as practicable (and in no event later than five (5) business days) following the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver (by the Party or Parties entitled to the benefits thereof) of the conditions set forth in Section 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, waiver of such conditions at the Closing by the Party or Parties entitled to the benefits thereof). The date on which the Closing occurs is referred to in this Agreement as the "Closing Date".

(b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, (i) the Company shall file or cause to be filed a certificate of merger with the Secretary of State of the State of Delaware (the "Secretary of State") with respect to the Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (the "Certificate of Merger"), and (ii) the Parties shall make all other filings, recordings or publications and take any such other actions required under the DGCL to effectuate the Merger. The Merger shall become effective upon the date and time of the filing of that Certificate of Merger with the Secretary of State or, to the extent permitted by applicable Legal Requirements, at such later date and time as is agreed upon in writing by Parent (on its behalf and on behalf of Merger Sub) and the Company prior to the filing of the Certificate of Merger and specified in the Certificate of Merger (such date and time at which the Merger becomes effective, the "Effective Time").

1.4 Certificate of Incorporation and Bylaws; Directors and Officers.

(a) As of the Effective Time, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company, Parent or Merger Sub, be amended and restated to read in its entirety as set forth on Annex I and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 5.5(a).

(b) As of the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 5.5(a), except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation.

(c) The Parties shall take all requisite action so that, from and after the Effective Time, the directors and officers of the Surviving Corporation shall be the respective individuals who served as the directors and officers of Merger Sub as of immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation. Prior to the Closing, the Company shall use reasonable best efforts to cause (x) each director of the Company immediately prior to the Effective Time and (y) if so requested by Parent in writing in advance of Closing, each officer of the Company immediately prior to the Effective Time, to execute and deliver a letter effectuating such director's resignation as a member of the Board of Directors or as an officer of the Company, respectively, conditioned upon the occurrence of, and effective as of immediately prior to, the Effective Time.

1.5 Conversion of Company Stock.

(a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

(i) any shares of Company Stock held immediately prior to the Effective Time by the Company (or held in the Company's treasury) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor;

(ii) any shares of Company Stock held immediately prior to the Effective Time by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent or Merger Sub shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor (such shares of Company Stock together with the shares of Company Stock described in the preceding clause (i), the "Excluded Shares");

(iii) except as provided in clauses (i) and (ii) above and subject to Section 1.5(b), each share of Company Common Stock outstanding immediately prior to the Effective Time (other than any Dissenting Shares, which shall have only those rights set forth in Section 1.7) shall be automatically

converted into and shall thereafter represent only the right to receive the Merger Consideration, in each case without any interest thereon and subject to any withholding of Taxes in accordance with Section 1.6(g);

(iv) except as provided in clauses (i) and (ii) above and subject to Section 1.5(b), each share of Company Preferred Stock outstanding immediately prior to the Effective Time (other than any Dissenting Shares, which shall have only those rights set forth in Section 1.7) shall be automatically converted into and shall thereafter represent only the right to receive the Series D Liquidation Preference or Series E Liquidation Preference, as applicable, subject to any withholding of Taxes in accordance with Section 1.6(g); and

(v) each share of the common stock, $0.001 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into one newly and validly issued, fully paid, and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation upon consummation of the Merger.