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 |
