United States securities and exchange commission logo
January 4, 2021
Benjamin Sexson
Chief Executive Officer
MONOGRAM ORTHOPAEDICS INC
3913 Todd Lane
Austin, TX 78744
Re: MONOGRAM
ORTHOPAEDICS INC
Amendment No. 4 to
Offering Statement on Form 1-A
Filed December 23,
2020
File No. 024-11305
Dear Mr. Sexson:
We have reviewed your amended offering statement and have the
following comment. In
our comment, we may ask you to provide us with information so we may
better understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to this comment, we may have additional comments.
Amendment No. 4 to Form 1-A filed December 23, 2020
Exhibits
1. We note the statements
in the "Updates" box at the bottom of Exhibit 13.1, which
repeatedly states that
the bonus shares will only be offered for a limited time "during
[y]ourTesting the Water
Period". However, the offering circular contains disclosure that
bonus shares may also
be received at certain investment thresholds of $5,000 and $10,000
throughout the offering
period. Please revise your communications surrounding the
fundraising to align
with the circular disclosure in all respects.
You may contact Jeanne Bennett at 202-551-3606 or Terence O'Brien
at 202-551-3355 if
you have questions regarding comments on the financial statements and
related matters. Please
contact Laura Crotty at 202-551-7614 or Suzanne Hayes at
202-551-3675with any other
Benjamin Sexson
MONOGRAM ORTHOPAEDICS INC
January 4, 2021
Page 2
questions.
Sincerely,
FirstName LastNameBenjamin Sexson
Division of Corporation Finance
Comapany NameMONOGRAM ORTHOPAEDICS INC
Office of Life Sciences
January 4, 2021 Page 2
cc: Andrew Stephenson
FirstName LastName