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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): November 30, 2023

 

Monogram Orthopaedics 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 November 30, 2023, Monogram Orthopaedics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote upon the election of each of the nominated directors to the Company’s Board of Directors (the “Board”) and the approval of the Company’s Sixth Amended and Restated Certificate of Incorporation. 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 October 6, 2023.

 

At the Annual Meeting, 53.27% 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 director nominees and approved the Company’s Sixth Amended and Restated Certificate of Incorporation.

 

The number of votes cast for or withheld from the election of each 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
Directors		  Number of
Shares
Voted For		   Number of
Shares
Withheld		   Percentage of Shares Voted “For” of Shares
Voted		 
Benjamin Sexson   16,415,939    167,705    98.989%
Dr. Douglas Unis   16,452,567    131,077    99.210%
Rick Van Kirk   16,365,514    218,130    98.685%
Colleen Gray   16,425,202    158,442    99.045%
Paul Riss   16,362,562    221,082    98.667%

 

   Number of
Shares
Voted For		   Number of
Shares
Voted
Against		   Number of
Shares
Abstained		   Percentage of Shares
Voted “For” of Shares
Voted		 
Approval of Sixth Amended and Restated Certificate of Incorporation   15,879,931    256,306    447,407    95.757%

 

 

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 ORTHOPAEDICS INC.
   
  By: /s/Benjamin Sexson
  Name: Benjamin Sexson
  Title: Chief Executive Officer

  

Dated: December 5, 2023

 

 

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Nov. 30, 2023
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Nov. 30, 2023
Entity File Number 001-41707
Entity Registrant Name Monogram Orthopaedics 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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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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