Monogram Technologies Inc. — Capital/Financing Update 2024

Sep 12, 2024

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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): September 11, 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. ¨

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ITEM 7.01 REGULATION FD DISCLOSURE

On September 11, 2024, Monogram Technologies Inc. (the “Company”) issued a press release (the “Press Release”) announcing that the Company has upsized its previously announced continuous offering of units from $10,000,000 to $12,500,000 units. A copy of the Press Release is attached hereto as Exhibit 99.1. The foregoing disclosure is qualified in its entirety by the full text of the Press Release.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

ITEM 8.01 OTHER EVENTS

On September 11, 2024, the Company filed Amendment No. 1 to the Prospectus Supplement dated July 9,2024 (the “Amendment”) in connection with its continuous offering of units. Each unit consists of (a) one share of the Company’s 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and (b) one common stock purchase warrant to purchase one share of its common stock, $0.001 par value per share (the “Common Stock”). The Amendment increased the maximum offering amount to $12,500,000 units. The offering remains subject to customary closing conditions and, as the Company previously announced, it is expected to stop taking subscriptions at midnight PT, Thursday, September 12th.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated September 11, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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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: September 11, 2024	/s/ Benjamin Sexson
	Benjamin Sexson
	Chief Executive Officer

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