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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): December 19, 2024

 

Monogram Technologies Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41707   81-3777260

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

3919 Todd Lane, Austin, TX 78744

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (512) 399-2656

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   MGRM   The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On December 19, 2024, Monogram Technologies Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote upon the election of each of the nominated Class I directors to the Company’s Board of Directors (the “Board”) until the Company’s 2027 annual meeting, the ratification of the appointment of Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2024, the approval of the amendment to the Amended and Restated 2019 Stock Option and Grant Plan, and the approval, on an advisory basis, of the compensation of the Company’s named executive officers. For more information about the proposals considered and voted upon at the Annual Meeting, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 8, 2024.

 

At the Annual Meeting, 60% of our Common Stock, par value $0.001 per share (“Common Stock”) entitled to vote at the Annual Meeting were represented in person or by proxy at the Annual Meeting. Based on the results of the vote, and the stockholders voted to elect all of the Company's Class I director nominees, ratified the appointment of Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2024, approved the amendment to the Amended and Restated 2019 Stock Option and Grant Plan and approved, on an advisory basis, the compensation of the Company’s named executive officers.

 

The number of votes cast for or withheld from the election of each Class I director and the number of votes cast for or against or abstaining from the other matters voted upon is also set forth below. There were no broker non-votes in either proposal below. The voting results disclosed below are final.

 

Election of Class I
Directors		  Number of
Shares
Voted For		  Number of
Shares
Withheld		  Percentage of Shares Voted “For” of Shares
Voted
Rick Van Kirk  15,279,441  1,131,575  73.1%
Colleen Gray  15,531,605  879,411  74.3%

 

 

   Number of
Shares
Voted For		  Number of
Shares
Voted
Against		  Number of
Shares
Abstained		  Percentage of Shares
Voted “For” of Shares
Voted
Ratification of the Appointment of Fruci & Associates II, PLLC  20,450,721  262,972  172,569  97.9%

  

 

 

 

   Number of
Shares
Voted For		  Number of
Shares
Voted
Against		  Number of
Shares
Abstained		  Percentage of Shares
Voted “For” of Shares
Voted
Approval of Amendment to the Amended and Restated 2019 Stock Option and Grant Plan  12,213,734  1,603,151  2,594,131  58.4%
             

 

 

   Number of
Shares
Voted For		  Number of
Shares
Voted
Against		  Number of
Shares
Abstained		  Percentage of Shares
Voted “For” of Shares
Voted
Approval, on an Advisory Basis, of the Compensation of Named Executive Officers  13,184,968  600,656  2,625,392  63.1%

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MONOGRAM TECHNOLOGIES INC.
   
Dated: December 26, 2024 /s/ Benjamin Sexson
  Benjamin Sexson
  Chief Executive Officer

 

 

 

 

 

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Cover
Dec. 19, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Dec. 19, 2024
Entity File Number 001-41707
Entity Registrant Name Monogram Technologies Inc.
Entity Central Index Key 0001769759
Entity Tax Identification Number 81-3777260
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3919 Todd Lane
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78744
City Area Code 512
Local Phone Number 399-2656
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol MGRM
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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