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