UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 8.01 Other Events.
On April 18, 2024, the Company provided an update on the following items:
| · | As previously reported on July 20, 2023, Monogram Orthopaedics Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”). Pursuant to the Purchase Agreement, subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, in its sole discretion, to sell to B. Riley Principal Capital II up to the lesser of (i) $20,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) 5,847,725 shares of Common Stock, which number of shares is equal to 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), subject to certain limitations contained in the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement. |
Pursuant to the Registration Rights Agreement, the Company filed a resale registration on Form S-1 with the Securities and Exchange Commission on July 26, 2023 registering for resale up to 6,500,000 shares of Common Stock. This Registration Statement on Form S-1 was declared effective on September 7, 2023. Following the filing of the Company’s Annual Report on Form 10-K on March 15, 2024, the Company was required to amend the resale registration statement. Today, the Company filed a Post-Effective Amendment to Form S-1 incorporating the information and financial statements contained in the Company’s recent Form 10-K and registering for resale up to 6,243,974 shares of Common Stock.
As of the date of this Current Report on Form 8-K, the Company has issued 256,026 shares of Common Stock for gross proceeds of $887,831.
| · | In the evening of April 9, 2024, the Company received an email notification that its application to the NVIDIA Corporation Inception Program was approved. On April 17, 2024, the Company received notification that since Monogram is already a publicly traded company it could not remain in the program, which the company was unaware of at the time of application. As a publicly-traded company, it can instead apply to the Developer Program, which the Company currently intends to pursue. |
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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. | ||
| Date: April 18, 2024 | By: | /s/ Benjamin Sexson |
| Name: Benjamin Sexson | ||
| Title: Chief Executive Officer | ||
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