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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2024

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-41707

Monogram Technologies Inc.

(Exact name of registrant as specified in its charter)

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Delaware |  | 81-2349540
(State or Other Jurisdiction of Incorporation or Organization) | ​ | (IRS Employer Identification Number)

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3913 Todd Lane

Austin, TX 78744

(Address of registrant’s principal executive offices) (Zip code)

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(512) 399-2656

(Registrant’s telephone number, including area code)

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Securities registered under Section 12(b) of the Act:

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Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.001 par value per share | ​ | MGRM | ​ | The Nasdaq Capital Market

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Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or has for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ☐ |  | Accelerated filer ☐
Non-accelerated filer ☒ | ​ | Smaller reporting company ☒
​ | ​ | Emerging growth company ☒

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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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of $2.27 of a share of the registrant’s Common Stock on March 11, 2025 as reported by the Nasdaq Capital Market on such date was approximately $57.1 million. Shares of the registrant’s Common Stock held by each executive officer, director and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. There were 35,289,444 shares of the Company’s Common Stock outstanding as of March 11, 2025.

Documents Incorporated by Reference. None

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Table of Contents

Table of Contents

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​ | ​ | ​
​ | ​ | ​
PART I. | ​ | 4
Item 1. | Business | 4
Item 1A. | Risk Factors | 14
Item 1B. | Unresolved Staff Comments | 25
Item 1C. | Cybersecurity | 25
Item 2. | Properties | 27
Item 3. | Legal Proceedings | 27
Item 4. | Mine Safety Disclosures | 27
PART II. | ​ | 28
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 28
Item 6. | Selected Consolidated Financial Data | 29
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29
Item 7A. | Quantitative and Qualitative Disclosures About Market Price | 39
Item 8. | Financial Statements and Supplementary Data | 40
​ | Report of Independent Registered Public Accounting Firm | F-1
​ | Balance Sheets as of December 31, 2024 and 2023 | F-2
​ | Statements of Operations for the Years Ended December 31, 2024 and 2023 | F-3
​ | Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023 | F-4
​ | Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 | F-5
​ | Notes to the Financial Statements for the Years Ended December 31, 2024 and 2023 | F-6
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 41
Item 9A. | Controls and Procedures | 41
Item 9B. | Other Information | 41
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 42
PART III. | ​ | 42
Item 10. | Directors, Executive Officers and Corporate Governance | 42
Item 11. | Executive Compensation | 47
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 50
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 51
Item 14. | Principal Accounting Fees and Services | 54
PART IV. | ​ | 55
Item 15. | Exhibits, Financial Statement Schedules | 55
Signatures | 58

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Statement Regarding Forward-Looking Statements

This Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to our outlook or expectations for earnings, revenues, expenses, asset quality or other future financial or business performance, strategies, expectations or business prospects, or the impact of legal, regulatory or supervisory matters on our business, results of operations, or financial condition. Specifically, forward-looking statements may include statements relating to our future business prospects, revenue, income, and financial condition.

Forward-looking statements can be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” or similar expressions. Forward-looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements contained in this Form 10-K include, but are not limited to, statements about:

| ● | the success of our products and product candidates will require significant capital resources and years of development efforts;

| ● | our limited number of deployments and the risk of limited market acceptance of our products;

| ● | our ability to protect our intellectual property and to develop, maintain and enhance a strong brand;

| ● | our limited operating history by which performance can be gauged;

| ● | our ability to operate and collect digital information on behalf of our clients, which is dependent on the privacy laws of jurisdictions in which we operate, as well as the corporate policies of our clients, which may limit our ability to fully deploy our technologies in various markets;

| ● | our ability to raise capital, our rolling closes of equity infusions for our financings, and the availability of future financing;

| ● | unpredictable events, such as the COVID-19 pandemic, and associated business disruptions could seriously harm our future revenues and financial condition, delay our operations, increase our costs and expenses, and impact our ability to raise capital;

| ● | our ability to manage our research, development, expansion, growth and operating expenses; and

| ● | our ability to effectively use the net proceeds from the sale of shares of Common Stock under the Purchase Agreement.

In addition to those factors discussed under Item 1A—“Risk Factors,” important factors could cause actual results to differ materially from our expectations. These factors include, but are not limited to, adverse economic conditions, intense competition (including entry of new competitors), including among competitors with substantially greater resources than us, unexpected costs, becoming de-listed from Nasdaq, and the loss of key employees and executives.

All forward-looking statements included in this Form 10-K speak only as of the date of this Form 10-K and you are cautioned not to place undue reliance on any such forward-looking statements. Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances that arise after the date of this Form 10-K or to reflect the occurrence of unanticipated events. The above list is not intended to be exhaustive and there may be other factors that could preclude us from realizing the predictions made in the forward-looking statements. We operate in a continually changing business environment and new factors emerge from time to time. We cannot predict such factors or assess the impact, if any, of such factors on our financial position or results of operations.

In this Annual Report on Form 10-K, unless the context indicates otherwise, the terms “Monogram Technologies”, “Monogram”, the “Company”, “we”, “us”, and “our” refer to Monogram Technologies, Inc., a Delaware corporation.

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PART I.

Item 1. Our Business

Overview

Monogram Technologies Inc. (the “Company”, “Monogram”, “we,” “us,” “our”) was originally incorporated under the laws of the State of Delaware on April 21, 2016, as “Monogram Arthroplasty Inc.” On March 27, 2017, the Company changed its name to “Monogram Orthopedics Inc.” On May 15, 2024, the Company changed its name from Monogram Orthopedics Inc. to “Monogram Technologies Inc.” Monogram Technologies is an AI-driven robotics company focused on improving human health, with an initial focus on orthopedic surgery. The Company is developing a next-generation autonomous (also “active”) surgical robot to enable placement of patient optimized orthopedic implants, aiming to leverage advanced machine vision, augmented reality and machine learning (“AI”). The Company’s AI capabilities are largely developed internally using static datasets, while certain R&D efforts integrate externally sourced AI to complement its proprietary technology. The Company has a robot prototype that can autonomously execute specialized paths for high precision insertion of implants in simulated cadaveric surgeries. Monogram intends to produce and market robotic surgical equipment and related software, orthopaedic implants, tissue ablation tools, navigation consumables, and other miscellaneous instrumentation necessary for reconstructive joint replacement procedures. The Company has obtained 510(k) clearances for certain implants and has made 510(k) premarket notification submissions but has not yet obtained 510(k) premarket clearances for any of robotic products. U.S. Food and Drug Administration (FDA) 510(k) premarket clearance is required to market our robotic products, and the Company cannot estimate the timing, or assure our ability, to obtain such clearances.

Our Background

Our founding philosophy is that advances in technology will usher in a new way of thinking about reconstructive joint procedures and orthopaedic implants. We believe that the future of orthopaedic joint replacements lies in robot enabled, personalized navigated surgery. We believe CT-based robotic preparation will simplify challenging surgical techniques (for example, kinematic alignment for TKA). We also believe that advanced patient imaging (personalized surgery), such as a CT scan to prepare the surgical plans and execute the robotic procedures, enables improved inventory utilization and more personalized robotic execution. For example, bone preparation may require high-fidelity adjustments that help surgeons estimate the impact of a surgical plan on biomechanical function before irreversibly altering the anatomy. We have identified a clinical need for a high functioning navigated surgical robot capable of executing complex cut paths and estimating the potential impact of a given surgical plan on biomechanical knee function.

The mission of the Company is to develop an accurate, time efficient, easy to use, multi-application robot that minimizes reliance on surgeon skill. It is our view that a robot that can accurately execute planned cuts could exceed the capabilities of even the most skilled surgeons. Monogram also believes that a navigation solution that helps surgeons anticipate the clinical effect of a given surgical plan prior to making irreversible bone cuts could be clinically helpful. In summary, the Company aims to enable more surgeons to perform more personalized surgery that could, over time, reduce complications and failure rates and lower costs.

Principal Products and Services

Our core business is the commercialization of orthopedic implants designed for use with our robotic system. The first-generation mBôs™ TKA System and its successor, the Monogram TKA System, integrate advanced machine vision, augmented reality, and AI-driven capabilities—pending 510(k) premarket clearance. While Monogram has licensed FDA-cleared implants that are compatible with its robot, our primary focus remains the development, regulatory clearance, and commercialization of the robotic system.

Monogram’s key differentiator is its orthopedic robotic system, designed to offer clinical utility that drives surgeon adoption and, in turn, implant utilization. We believe that a robot providing meaningful surgical benefits will naturally increase the use of compatible implants, following a razor-razorblade business model—where the robot serves as the entry point, and implant sales generate long-term revenue. We are executing a strategic, multi-generational product release plan, starting with total knee replacements and expanding into additional orthopedic applications—including hip, partial knee, spine, shoulder, and extremities—as market demand, capital availability, and regulatory approvals allow. The equipment required for robotic bone preparation includes:

| ● | Navigated surgical robots with optical tracking equipment and a cutting end-effector,

| ● | Pre-operative and intra-operative software guidance application,

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| ● | Consumable Tissue ablation tools, and

| ● | Navigation consumables (fiducial markers, tracked retractors, etc.).

The Monogram robotic system and related hardware (end-effector) are multi-use capital equipment. Monogram’s pre-operative planning software, robotic controls, and intra-operative software are needed to use the robotic system properly. This software will be subject to an annual license billed based on the clinical scope of use (for example, total knee arthroplasty). Each clinical application will be billed separately. A mix of re-usable and single-use instrumentation is needed during the procedure. The elements of our system are sold individually but generally must be used with the system to perform its intended clinical function properly.

A significant percentage of orthopaedic medical device manufacturing is outsourced to original equipment manufacturers (OEMs). Monogram intends to outsource much of the manufacturing of its products (including implants and instrumentation needed to execute reconstructive joint replacements) to established suppliers. These suppliers may already be approved suppliers for the most significant market participants and may have decades of product-specific manufacturing expertise.

According to an analysis conducted by Orthopaedic Network News (Vol 35, No 3, September 2024) on orthopaedic procedures, as of 2023, the average cost of implant components for all total hip procedures was approximately $5,212 and for all primary knee procedures was $4,278. Monogram expects to price our products consistent with the market. We believe we are on track to be the first company to market with a CT-based navigated seven joint robot arm that can autonomously cut with a sagittal saw.

Near-Term Product Focus

The Company is executing a phased commercialization approach whereby it initially plans to launch its robotic system to prepare bone for total knee replacement procedures. The Company’s generic implants are based on licensed implants.

On July 1, 2020, the Company entered into a non-exclusive licensing and distribution agreement with a medical technology company for an FDA-approved total knee system, FDA-approved partial knee system, and FDA-approved total hip system. The agreement provides Monogram with the rights to these products, including the right to market and sell these products anywhere within the United States. The initial term of this agreement is ten (10) years, with additional one-year optional renewals following the initial term (unless the agreement is earlier terminated, which may only occur upon a breach by one of the parties to the agreement, or for cause).

The 510(k) application for the Company’s surgical robot was submitted on July 19, 2024, and passed the initial FDA Administrative Review. On September 30, 2024, Monogram received an Additional Information Request (“AIR”) from the FDA. The FDA informed the Company that the FDA placed the Application on hold pending a complete response to the AIR. The FDA informed the Company that the Company had 180 days from the date of the AIR to provide a complete response to the AIR.

On November 20, 2024, the Company submitted written responses, including planned remediations where applicable for all deficiencies noted in the AIR, and requested a Submission Issue Request (SIR) meeting with the FDA to review select responses. A critical focus for the Company has been whether the proposed nonclinical testing effectively mitigates FDA concerns that could necessitate clinical data. On December 11, 2024, the Company received a Submission Issue Request (SIR) review letter that provided preliminary written comments on particular topics of interest before the SIR meeting scheduled for December 17, 2024. On December 17, 2024, the Company conducted a Submission Issue Request (SIR) meeting with the FDA.

On February 25, 2025, the Company submitted its formal response to the U.S. Food and Drug Administration (FDA) regarding the AIR, which included the results of the Company’s nonclinical testing performed by the Company.The Company does not currently anticipate further requests for information from the agency. Assuming a favorable decision by the FDA following receipt of the AIR, the next communication from them is anticipated to be a clearance decision for the mBôs™ Total Knee Arthroplasty (TKA) System. If granted, that would enable commercialization and sales of the TKA system in the United States.

Monogram is committed to continuous innovation, actively refining its technology and developing multiple iterations of its robotic system. The first-generation mBôsTM TKA System has been submitted for 510(k) premarket clearance, marking a significant milestone in our commercialization strategy. Meanwhile, we are advancing the second-generation Monogram TKA System, which will feature greater autonomy, faster cutting systems, and an improved user interface—among other enhancements. Unlike the first generation, the second-generation system is expected to undergo a clinical trial to further validate its safety and effectiveness. This iterative approach ensures that our robotic platform continues to evolve, meeting the needs of surgeons and patients while maintaining a competitive edge in the orthopedic market.

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On August 12, 2024, the Company announced a strategic collaboration with Shalby Limited (NSE: SHALBY) (“Shalby”), a global muti-specialty hospital chain and one of India’s leading orthopedic hospital groups, to conduct a multicenter clinical trial to demonstrate the safety and effectiveness of the Monogram TKA System. Under the collaboration, Shalby will enroll patients at various sites in India for surgeons to evaluate the safety and effectiveness of the mBȏs TKA System with the Consensus CKS implant. Monogram received comments on the Clinical Investigational Plan during its February 2024 Presubmission Communications with the FDA and has incorporated feedback into its 510(k) application submitted to the FDA on July 19, 2024 and which passed the FDA Administrative Review. Notably, the strategic collaboration contemplates the post-trial transfer of a robot to the hospital system under certain conditions following the trial as the companies contemplate further collaboration. The Company anticipates initiating the clinical trial in 2025.

Regulatory strategy can be dynamic as new facts and opportunities emerge. Our goal is to obtain FDA clearance as quickly and economically as possible.

Market

According to analysis conducted by Orthoworld in “The Orthopaedic Industry Annual Report” published June 2024, the orthopaedic devices market is highly concentrated, with the top seven market participants accounting for 66% of total sales as of 2023. Monogram’s primary target market, the joint reconstruction market, is even more concentrated, with the top four market participants accounting for approximately 70% of total market sales. Monogram’s first addressable market, knee reconstruction, is likewise consolidated, with the four most significant players controlling 75% of the market and no other company controlling more than 2%. The total joint replacement devices market as of 2023 was approximately $21.4 billion globally. In the United States, total primary hip replacement procedures were estimated to be 605,605, and total primary knee replacements were estimated to be 1,131,697 in 2023.

Most patients who undergo reconstructive joint replacement surgeries are aged between 50 and 80 years old, with the average patient age for hip and knee replacements around approximately 65 years of age. Many of these patients rely on third-party payors, principally federal Medicare, state Medicaid, and private health insurance plans, to pay for all or a portion of the costs and fees associated with joint replacement surgeries.

According to Orthoworld in “The Orthopaedic Industry Annual Report” published June 2024, the reconstructive joint replacement market is expected to grow at an annual rate of 4.7 percent, with growth driven primarily by an aging population, the obesity epidemic, and developments in advanced materials that have improved the longevity of implants and their efficacy for younger patients. The fastest-growing patient demographic is patients aged 45 to 54 years of age. It should be noted that COVID-19 had a significant and material adverse impact on the orthopaedic market resulting in substantial demand destruction. These market growth estimates may not adequately reflect the effects of the COVID-19 crisis correctly, and management expects that the market for orthopaedic procedures could shrink and that the adverse impacts could last for an extended period.

According to Orthopaedic Network News (Vol 35, No 3, September 2024), Stryker’s share of robotic joint replacement procedures was 88% in 2023, with the Zimmer Rosa at 9%, DePuy Synthes at 3%, and Smith & Nephew Navio systems accounting for less than 1%. Management believes this sales outperformance highlights the distinct technological advantages of the Stryker robotic system. The Stryker Mako robot is currently the only system that uses a CT-based planning approach combined with a navigated multi-joint cutting arm featuring an integrated sagittal cutter. A key factor driving adoption appears to be the haptic boundaries, which help mitigate the risk of soft tissue injury while allowing surgeons greater control over the procedure. By enhancing precision and reducing reliance on surgical staff, this technology enables a more efficient workflow with less concern for iatrogenic injury. These attributes may contribute to the system’s appeal among surgeons and help explain its strong market position.

Management believes that the market penetration of orthopaedic robotics remains low. According to Orthopaedic Network News (Vol 35, No 3, September 2024), approximately 13% of total primary knee replacements are robotic, and 8% of hip replacements are prepared robotically. With robotics accounting for approximately 50% of partial knee replacements, according to the same source, there is considerable room for increased utilization of robotics in joint reconstruction. The Stryker Corporation indicated in a company conference presentation on February 27, 2019, at the SVB Leerink Global Healthcare Conference, that there are 5,000 orthopaedic hospitals in the US, the majority of which they think would be a candidate for at least one robot.

According to Medtech 360 Orthopaedic Surgical Robotic Devices Global Market Analysis, the robotic-assisted procedure growth rate in knees may be as high as 29.2% compounded annually over the next seven years. Monogram’s management believes that robot penetration and the use of surgical robots for bone preparation remains low. This is partly why management believes it is in the Company’s best interest to pursue a robotic system that advances the state of the art in orthopedic robotics.

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Management believes that navigated robotic bone preparation will continue to grow, driven by the industry’s focus on standardizing patient outcomes and reducing clinical risk. Shifting demographics within the surgical workforce are also accelerating adoption. According to a November 2023 article published by MedTech Dive, a majority of orthopedic fellowship programs now have access to a Mako, meaning that newly trained surgeons are increasingly learning to operate with robotic assistance from the start of their careers. Meanwhile, a 2021 report by the American Academy of Orthopaedic Surgeons projects that 60% of orthopedic surgeons in the U.S. will be over 65 years old by 2031, signaling a generational shift as older surgeons retire and are replaced by a workforce more accustomed to robotic technology. Additionally, as robotic utilization expands, a 2021 study published in the Journal of the American Academy of Orthopaedic Surgeons estimates that as many as 1 in 2 knee replacements could be performed robotically by 2030.

Competition

We face competition from large, well-known, and well-established companies in the medical device industry as a whole and specifically in the orthopaedic medical device industry. The top four market participants in the joint replacement devices market are Zimmer Biomet Holdings, Inc., DePuy Orthopaedics, Inc., a Johnson & Johnson company, Stryker Corporation, and Smith & Nephew, Inc. These companies dominate the market for orthopaedic products. These companies, as well as other companies like ConforMIS, Inc. (now restor3d, Inc), offer implant solutions, including (depending on the competitor) a combination of conventional instruments and generic implants, robotics and generic implants, or patient-specific instruments (“PSI”) and cemented patient-specific implants for use in conventional total and partial orthopaedic replacement surgeries.

Relevant technical considerations for the evaluation of orthopaedic surgical robotics include:

| ● | The accuracy of the planned tensioned laxity and the post-operative tensioned laxity, i.e. the ability to accurately plan to specific laxity targets;

| ● | The efficiency of cutting and registration, i.e. robotic surgical time;

| ● | The invasiveness of tracking arrays and the cost of consumables, i.e. robotic surgical cost;

| ● | The use of advanced imaging for pre-operative planning; for example, the Mako Robot, which the Stryker Corporation owns, uses a CT scan to develop the pre-operative plan;

| ● | The degrees of freedom of the robotic system; for example, Monogram is working to commercialize a seven degree-of-freedom robotic arm;

| ● | The use of a cutting end-effector; some robotic systems do not utilize cutting end effectors but robotically position jigs that constrain the manual instrumentation used to execute the cutting;

| ● | The use types of cutters; some robotic systems use rotary tools while others use a sagittal saw; each type of cutter has distinct advantages and disadvantages;

| ● | The execution of the surgical plan; some robotic systems require the user to initiate the cutting and constrain the tool within a virtual cutting boundary, while in other robotic systems, the robot is “active,” i.e., the robot executes preplanned cut paths; and

| ● | The use of navigation for real-time object tracking (usually with cameras); some robotic systems do not actively track objects in the surgical field.

Currently, we are not aware of any widely commercialized technology that autonomously cuts with a robot mounted saw. As such, we believe this gives us a competitive advantage. Nonetheless, our competitors and other medical device companies have significant financial resources. They may seek to extend their robotic capabilities to differentiate their products. Many of these and other companies also offer surgical navigation systems for use in arthroplasty procedures that provide a minimally invasive means of viewing the anatomical site.

Our Innovative Approach

Monogram’s principal innovation over our competition will be in commercializing an autonomous saw-based surgical robot. We aim to commercialize one of the safest, most efficient, and most accurate multi-application robots on the market. Monogram’s robotic system is designed to decrease surgical time, lower placement cost, and enable robotics for many orthopaedic applications, i.e., a platform technology. Monogram intends to launch its robotic system with licensed orthopedic implants.

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The Monogram technology platform consists of a workflow to prepare a patient-specific surgical plan from a CT scan. The CT scan images are pre-processed by proprietary algorithms (also artificial intelligence “AI” or machine learning) to automatically segment the bone from the images, identify the anatomy of clinical interest, identify landmarks of clinical interest, and reconstruct the slices into a 3D model. The output from this processing is the input for our guidance application. The navigated robot executes cut paths that may be optimized for time to surgically prepare the corresponding bone for the high-precision placement of the implants.

We believe that Monogram’s navigated robot features several enhancements that may enhance the user experience compared to the current robots in use. The robot features seven degrees of freedom with control algorithms that leverage the kinematic redundancy of the arm to eliminate the need for intraoperative tool changes and minimize patient repositioning during cutting. Monogram is also trying to reduce surgical time without compromising the accuracy of execution to the greatest extent possible. Monogram has also integrated quick-change capabilities into the robotic system to allow users to leverage the efficiencies of various cutting instruments for different applications; for example, a sagittal saw for large bone removal and a rotary tool for fine finishing and customization. The management team believes that a highly dependable robot that reduces surgical time while executing high accuracy cuts is the highest priority for successful market adoption. In addition, the robotic system integrates Augmented Reality (“AR”) into various robotic workflows such as the registration of tracking arrays to reduce surgical time and minimize the risk of failed registration.

Robotic bone preparation for the insertion of implants is challenging and requires many technical steps; for example, the robot must be properly calibrated, the patient bone must be accurately correlated to the pre-operative plan, and the robotic arm control must efficiently execute the plan, etc. Numerous sources of error make it challenging to prepare bone with sufficient accuracy. Our system utilizes the KUKA LBR Med, a robot arm that has never been used, approved, or cleared for this specific application. Through extensive testing, we have found that achieving precise bone preparation remains highly challenging, even in simulated bone specimens. Additionally, ensuring the stability and reliability of our system across a range of surgical scenarios and under rigorous use is a critical focus of our development efforts.

Management believes that the cost of the Monogram equipment will be competitive with existing advanced technologies. For example, the Mako robot produced by Stryker Corporation is the dominant leader in navigated surgical robotics, with approximately 1,500 robots installed globally (Q4 2022 earnings call). Further, in public information from a Q3 2018 Stryker Corp Earnings Call, Stryker established that it was selling its Mako robots for $1,000,000 while reporting gross profit margins on its robot sales of 62%. Our management believes that this could imply a production cost of approximately $380,000 per robot. We estimate, although we cannot guarantee, that the cost to produce our robotic system could be below this cost. Investors should note that our assumptions about the production costs of Stryker may be inaccurate and are not current. Furthermore, management would expect that any larger and more established competitors in the market would be better positioned to discount their products than Monogram.

Artificial Intelligence (AI) and Machine Learning Integration in Monogram’s Robotic System

Monogram incorporates artificial intelligence (AI) and machine learning (ML) into its Case Management Application, which is a web-based software that assists in patient-specific surgical planning for total knee arthroplasty (TKA). The Case Management Application enables users to:

| ● | Upload CT images of a patient’s knee,

| ● | Perform bone segmentation and landmark placement, and

| ● | Generate case files required for robotic TKA bone preparation surgery using Monogram’s mBȏs TKA System.

The segmentation algorithm used in this application has been trained on a demographically diverse dataset of 55,400 preprocessed static images. Monogram follows the FDA’s recommendations for AI/ML-enabled medical devices, as outlined in the agency’s guidance document, “Artificial Intelligence and Machine Learning (AI/ML)-Enabled Medical Devices.”

The Case Management Application has undergone Verification & Validation (V&V) testing to confirm adherence to defined acceptance criteria for accuracy and reliability. AI model training does not require massive computing power, reducing associated infrastructure risks.

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Monogram is also actively developing additional AI/ML applications that may use externally sourced AI models for future integration:

AI-Driven Surgical Planning

Monogram aims to use ML/AI to correlate patient outcomes with preoperative and intraoperative data to automate and optimize surgical planning. This application is in the early research phase and will be subject to further validation and regulatory review before commercialization. This AI/ML application would likely depend on internally developed algorithms.

mVision Technology for Object Tracking

Monogram’s mVision technology leverages AI-trained algorithms to track pre-identified objects in real-time. The technology is currently in development, with plans for future integration into robotic-assisted surgical workflows. This AI/ML application would likely depend on internally and externally developed algorithms.

Monogram acknowledges that the development and deployment of AI-powered medical technologies are subject to a number of risks, including regulatory, implementation, and other concerns, which are outlined in the “Item 1A. Risk Factors” section of this report.

Sales & Orders

The specific sales process for each of our product categories is as follows:

Surgical Robot with End-Effectors

Generally, the Company must identify a surgeon within the organization willing to advocate for the hospital to purchase capital equipment. Orders are placed by hospital finance and buying departments in advance of any surgical procedures. Cost is often a significant objection to purchase. Monogram intends to address this objection by offering high-performing equipment at a competitive price. Some of Monogram’s competitors offer hospitals financing options for large equipment purchases. Monogram will explore offering financing options. Investors should note that Monogram may incur losses from the initial placement of robotic systems at discounted prices.

Monogram intends to distribute its products initially through independent distributors and contractors. We will be trying to secure contracts with national group purchasing organizations, although we cannot guarantee favorable agreements will be secured. Monogram will also likely sell service contracts and extended warranties.

Cutting Tools and Navigation Consumables

Consumable equipment is generally billed on a per-use basis and associated with the specific surgical case for which they were used. Generally, the hospital takes stock of consumed materials which Monogram bills.

Technology Platform

Monogram will license its technology platform to hospitals, which will provide those hospitals with access to Monogram’s surgeon planning portal. The motion control and intra-operative control algorithms are embedded as part of the robotic surgical system.

Implants

Initially, Monogram intends to commercialize its robotic surgical system with generic implants also insertable with manual instrumentation. Generally, a Monogram sales representative or Monogram affiliate (for example, a distributor) will support every case in person. Together with the representative, the hospital staff records the implants and materials used during the case, and the hospital issues a purchase order for these items.

Marketing

We plan to attend various orthopaedic trade shows and marketing events to showcase our product pipeline to promote our Company. One of the most significant annual industry events is the American Academy of Orthopaedic Surgeons. The Company intends to commercialize its products both in the United States and internationally. The Company is actively preparing to initiate a clinical trial

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outside the United States for its second-generation robotic surgery product candidate, the Monogram TKA System, and expects to distribute its products outside the US with the support of established orthopedic distributor(s). The Company anticipates that clinical data obtained outside the United States will be helpful for future 510(k) submission in the United States. The Company plans to market its products directly in the United States following approval. The Company has a growing number of surgeons that it has retained to support its regulatory requirements.

Design

Provided Monogram receives 510(k) premarket clearance for its robotic surgical systems, it will commercialize its robotic systems with licensed implants that are insertable robotically or with manual instrumentation. The licensed implants are cleared for sale by the FDA with an established clinical track record. The implant set will consist of six femur sizes, seven tibial sizes, five patella sizes, and seven insert thicknesses in 2mm increments between 10 to 22mm. Both the femur and tibia come in left and right cemented and uncemented versions. The Company anticipates initially launching with cemented implants. The implants will be insertable with a complete instrument set. These implants are pre-designed and will only require manufacture and distribution to reach the end customer, although preoperative case planning over time may lessen inventory burdens, even with generic implants.

Manufacturing

The licensed implants will be manufactured from medical grade cast Cobalt Chromium-Molybdenum alloy per ASTM F75. An established ISO13485 manufacturer will manufacture our implants.

Manufacturing of our surgical robots, navigation consumables, and cutting tools will be outsourced to well-established FDA-registered ISO 13485 approved manufacturers with proven quality management systems. Our robot arm is the LBR Med, which the KUKA Robotics Corporation manufactures.

Quality Control and Dispatch

Our proposed distribution model contemplates using a distribution facility to ship our products to customers. Such facilities will receive final products from our suppliers that their respective quality management systems have approved. Our distribution facility would then

conduct a final inspection of the products and, once approved, ship them to our customers. Our distribution facility may assemble or repackage certain of these components for shipment.

Monogram may receive and inventory certain items. Monogram has a Quality Management System (QMS) and will implement Material Requirements Planning (MRP) software (NetSuite) to ensure the team follows proper quality control processes.

Our Market

We intend to market our products to orthopaedic surgeons, hospitals (or other medical facilities), and patients globally. Our ideal customers are hospitals and outpatient facilities in high population metropolitan regions that employ high-volume technology-focused surgeons.

The Company does not anticipate international sales prior to FDA clearance and the appropriate regulatory approvals. We intend to distribute our products internationally with the support of large, well-established distributors who are better suited to understand local market dynamics and regulations. In the United States we plan to distribute our products directly. The Company is considering including clinical data obtained outside the United States with future 510(k) submissions – specifically, for the Monogram TKA System, the Company’s second generation product candidate.

In the United States, provided we obtain FDA approval for our surgical robotic system successfully, which we cannot guarantee at this time, we intend to market and sell our products in the United States through direct sales representatives, independent sales representatives, and distributors. We intend to try and enter contractual arrangements with national Group Purchasing Organizations that may contract with hospitals and outpatient facilities to source products.

Research and Development

Currently, the Company has several research and development (“R&D”) initiatives underway. These initiatives include novel tracking methods, continued speed and accuracy optimizations for our primary application, interoperable cutting with a rotary tool or a sagittal

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saw, and clinical research. We currently have six (6) robot arms and eleven (11) navigation systems used for R&D initiatives. In addition, Monogram is developing novel methods of registration and tracking (mVision). On December 28, 2021, the Company received an award notice from the National Science Foundation for its SBIR Phase I proposal for the “Development of a tracking system for computer-assisted surgery” for a total intended award amount of $256,000. Much of our current research relates to autonomous robotic execution and reducing the speed of robotic execution without compromising accuracy.

In 2020, the majority of our R&D expenses were related to costs incurred developing and testing our robotic system, specifically active cutting with a rotary tool. In 2021, the majority of our R&D-related expenses were related to the research and testing of our robotic system, specifically active cutting with a sagittal saw. During testing and based on surgeon feedback, it became evident that interoperable cutting with a rotary tool or a sagittal saw would likely be necessary to execute cuts efficiently. The majority of our 2021 R&D expenses were in connection with several R&D initiatives commenced in 2021, including novel registration methods, testing various cutting configurations of our robotic end-effectors, testing alternative methods of robotic navigation, testing and optimizing cutting instrumentation and tooling, and performance testing of our surgical robot and related surgical workflows. In 2022, the majority of our R&D expenses were related to the development of our robotic surgical system and preparations for our planned 510(k) submission for our surgical robot with the FDA. In 2023, we continued spending at elevated levels on R&D as we continued our development. We continued our research, such as cadaveric studies of our robotic system and knee implants, the development of our registration and preoperative planning, the development of our surgical navigation systems, the development of our guidance applications, and continued development and testing of our surgical navigation systems our implants. We completed the Development phase of the FDA prescribed product development process and began the Verification and Validation phases. In July 2024 we submitted our planned 510(k) submission. In parallel Monogram announced a collaboration with Shalby to conduct an OUS clinical trial for the second generation Monogram TKA System. The Company has retained an international Contract Research Organization, has identified OUS clinical sites and investigators, and is actively working through the regulatory process. The Company expects to initiate the clinical trial in 2025 for the second generation Monogram TKA System if approved by the regulators. We note that regulators may not approve the proposed clinical testing plan.

The Company has installed a 352 square foot cadaver lab in its Austin facility to support its research and development initiatives. The cadaver lab has a dedicated surgical robot and navigation system that engineers use to support testing and product development. Monogram currently has seven surgeons under contract to support our engineers with subject matter expertise, design input, and testing services. The Company has hosted simulated surgeries with more than 15 practicing orthopedic surgeons to evaluate product performance. The Company continues to conduct cadaver labs regularly.

While our initial focus is total knee replacements, we are also investigating shoulders, hips, partial knee, ankles, and spine applications for our technology. We have not expended any material funds on these investigations and have not begun development on any products related to shoulders, ankles, or spine treatments. We note that there may be applications for components of our system. For example, with our registration algorithm, we have demonstrated registration of synthetic spine models.

Employees

As of the date of this Form 10-K, the Company has 27 full-time employees, 26 of which primarily work out of our headquarters at 3913 Todd Lane, Suite 307, Austin, TX 78744.

Advisors

Monogram has recruited approximately 15 practicing surgeons to support our development and validation efforts and provide practical user input. These surgeons currently practice at orthopaedic centers such as The Orthopaedic Specialty Center of Northern California, Orthopaedic Specialists of Austin, and Columbia University Columbia University Irving Medical Center. These advisors are engaged pursuant to consulting agreements. The terms of these agreements vary on a case-by-case basis, but in general, advisors receive hourly cash compensation (approximately $400 per hour) and stock options for their services to our Company. Advisors agree to provide a minimum number of service hours to Monogram per year on a case-by-case basis. Monogram retains the rights to any work products (intellectual property or otherwise) created by these advisors. These advisors are not employees of Monogram.

Intellectual Property

The Company has developed its own intellectual property for use in its robotic system. While it licensed intellectual property from the Icahn School of Medicine at Mount Sinai, as of March 3, 2025, those licensed patents have since been abandoned and are not critical to the development of its robotic system or commercial strategy. The licensed portfolio primarily includes patents related to custom

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implants conceived by Dr. Unis, as well as certain navigation and robotic concepts that are not incorporated in the current or next-generation embodiments of the Company’s robotic system.

The Company does not anticipate commercializing patient-specific implants or any other licensed technologies moving forward. This decision reflects the Company’s belief that, given the challenges faced by companies like Conformis, the market no longer supports the significant cost and effort required to develop and commercialize patient-specific implants. Additionally, the Company does not intend to further pursue the navigation and robotic concepts covered under the Sinai license, as they do not align with its current or future product roadmap.

Going forward, the Company’s sole focus is on commercializing a fast, accurate, and safe multi-application robotic system, ensuring that its technology delivers high-value, scalable solutions for orthopedic procedures.

As of March 11, 2025, we had approximately 21 U.S. patent applications, each with associated international counterparts, at various stages of prosecution. These applications primarily relate to navigated robotic total knee arthroplasty (TKA) applications and our robotic system.

Software License

On April 16, 2021, Monogram licensed certain proprietary software and technology assets for a one-time fee of $625,000 from a surgical robotics company. On April 22, 2021, Monogram licensed certain proprietary software and technology assets for a one-time fee of $350,000 from the same surgical robotics company. These licenses required only the one-time payments listed above and provide Monogram with a worldwide, non-exclusive license to use the licensed technology and software in perpetuity.

Before licensing these software and technology assets, Monogram had been internally developing similar software and technology assets for its surgical robotic platform and surgical workflow. However, Monogram believes that licensing this software and technology provides a quicker and more efficient solution than developing similar technology in-house. The former CTO of the same surgical robotics company joined Monogram as the VP of Engineering on April 5, 2021.

Regulation

United States

The Food and Drug Administration (the “FDA”) regulates medical products and devices in the United States and those devices are regulated by foreign government agencies for devices sold internationally. The Federal Food, Drug, and Cosmetic Act and regulations issued by the FDA regulate testing, manufacturing, packaging, and marketing of medical devices. Under the current regulations and standards, we believe that our products and devices are subject to general controls, including compliance with labeling and record-keeping rules. In addition, our medical devices require pre-market clearance, which for our products and devices will require a 510(k) pre-market notification submission.

Further, our manufacturing processes and facilities are subject to regulations, including the ‘FDA’s Quality System Regulations (“QSR”). These regulations govern how we manufacture our products and maintain documentation for manufacturing, testing, and control activities. In addition, to the extent we manufacture and sell products abroad, those products are subject to those countries’ relevant laws and regulations.

FDA and various state agencies also regulate the labeling of our products and devices, promotional activities, and marketing materials. Violations of regulations promulgated by these agencies may result in administrative, civil, or criminal actions against us by the FDA or governing state agencies.

As of the date of this Form 10-K, Monogram has not yet received clearance from FDA to market its products in the United States or from any other regulatory agency to market its products internationally. As such, the Company is not currently selling or distributing any products currently under review by the FDA. Monogram has licensed certain FDA-cleared implants that it intends to market with its surgical-robotic system at such a time as such system is FDA cleared. The 510(k) application for the Company’s surgical robot was submitted on July 19, 2024, and passed the initial FDA Administrative Review. On September 30, 2024, Monogram received an Additional Information Request (“AIR”) from the FDA. The FDA informed the Company that the FDA placed the Application on hold pending a complete response to the AIR. The FDA informed the Company that the Company had 180 days from the date of the AIR to provide a complete response to the AIR.

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On November 20, 2024, the Company submitted written responses, including planned remediations where applicable for all deficiencies noted in the AIR, and requested a Submission Issue Request (SIR) meeting with the FDA to review select responses. A critical focus for the Company has been whether the proposed nonclinical testing effectively mitigates FDA concerns that could necessitate clinical data. On December 11, 2024, the Company received a Submission Issue Request (SIR) review letter that provided preliminary written comments on particular topics of interest before the SIR meeting scheduled for December 17, 2024. On December 17, 2024, the Company conducted a Submission Issue Request (SIR) meeting with the FDA.

On February 25, 2025, the Company submitted its formal response to the U.S. Food and Drug Administration (FDA) regarding the AIR, which included the results of the Company’s nonclinical testing performed by the Company, which the Company believes could make it less likely that the FDA will request clinical data from the Company in relation to its submission. The Company does not currently anticipate further requests for information from the agency. Assuming a favorable decision by the FDA following receipt of the AIR, the next communication from them is anticipated to be a clearance decision for the mBôs™ Total Knee Arthroplasty (TKA) System. If granted, that would enable commercialization and sales of the TKA system in the United States.

Outside of the United States

For our first international market, the Company has retained an international Contract Research Organization, and has identified OUS clinical sites and investigators, and is actively working through the regulatory submission process. The Company announced it will be collaborating with Shalby Limited (NSE: SHALBY) (“Shalby”), a global muti-specialty hospital chain and one of India’s leading orthopedic hospital groups, to conduct a multicenter clinical trial to demonstrate the safety and effectiveness of the Monogram TKA System in India. The Company expects initiate the clinical trial in 2025 if approved by the regulators. We note that regulators may not approve the proposed clinical testing plan. The Company does not have regulatory expertise in markets outside the United States and is heavily reliant on input from the Contract Research Organization and local distributors.

Acquisition Opportunities

We do not have any current plans to acquire the assets or operation of other entities, but we believe that opportunities may become available. Should there be an opportunity to make an acquisition, our goal would be to ensure that the assets or operations to be acquired are a good fit and that the acquisition terms align with the Company’s interests. Acquisitions would likely be in the form of cash and equity. The cash portion of any acquisition would likely come from obtaining financing from lenders or future equity financing rounds, neither of which have been identified or may become available on terms favorable to us, if at all. Such financing would require that the Company take on new expenses related to servicing new debt or broker commission fees. Any equity used for an acquisition would come from issuing additional shares of the Company’s stock in exchange for the stock of the acquired entity. The issuance of stock would likely occur in a transaction that is not registered with the Commission and could result in the dilution of the investors in our offering. Additionally, investor consent would not be sought if the Company had sufficient authorized shares available.

Litigation

From time to time, the Company may be involved in a variety of legal matters that arise in the normal course of business. The Company is not currently involved in any material litigation, and its management is not aware of any pending or threatened material legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

Following our listing on Nasdaq, a former investor filed suit against the Company and its Transfer Agent in July 2023 in New York County Supreme Court. Both the Company and our Transfer Agent believe the claim is without merit and are seeking dismissal of the action, most recently filing a Reply Memorandum of Law in Support of Renewed Motion to Dismiss on February 13, 2024. There have been no updates since this filing was made.

See “Risk Factors” for a summary of risks our Company may face in relation to litigation against our Company.

The Company’s Property

The Company leases office space at 3913 Todd Lane, Suite 307, Austin, TX 78744, which serves as its headquarters. Monogram intends to lease distribution facilities in the future. On March 14, 2022, the Company amended its lease to include the adjacent Suite 308, which currently houses its cadaver lab.

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Corporate Information

Monogram Technologies Inc. was originally incorporated under the laws of the State of Delaware on April 21, 2016. Our offices are located at 3913 Todd Lane, Suite 307, Austin, TX 78744. Our Company website is www.monogram.com. The information provided on or accessible through our website or any other website referred to in this Form 10-K is not part of this Form 10-K.

Available Information

Our website is www.monogram.com. Available on this website, free of charge, are our annual reports, quarterly reports, and current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the SEC.

Alternatively, you may access these reports at the SEC’s website at www.sec.gov.

Item 1A. Risk Factors

The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events, and technological developments (such as cyber-attacks and the ability to prevent such attacks). Additionally, early-stage companies are inherently riskier than more developed companies, and the risk of business failure and complete loss of your investment capital is present. You should consider general risks as well as specific risks when deciding whether to invest. If any of the risks described below actually occur, our business could be materially and adversely affected. In that event, the market price of our Common Stock could decline, and you could lose part or all of your investment.

Risks Related to Our Company

We have a limited operating history upon which you can evaluate our performance. Accordingly, our prospects must be considered in light of the risks that any new company encounters. Our Company was incorporated under the laws of the State of Delaware on April 21, 2016. Accordingly, we have limited history upon which an evaluation of our prospects and future performance can be made. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the time required to obtain 510(k) premarket clearance for and commercialize FDA regulated products, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. We anticipate that our operating expenses will increase in the near future, and there is no assurance that we will be profitable in the near future. You should consider our business, operations, and prospects in light of the risks, expenses, and challenges faced as an emerging growth company.

Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our Company. Our ability to become profitable depends primarily on our ability to develop medical devices, to obtain regulatory clearance for such medical devices, and if cleared, to successfully commercialize our devices, our research and development (“R&D”) efforts, including the timing and cost of clinical trials if needed; and our ability to enter into favorable alliances with third-parties who can provide substantial capabilities in clinical development, regulatory affairs, sales, marketing and distribution.

Even if we successfully develop and market our medical devices, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations and cause you to lose all of your investment.

We have no products approved for commercial sale, have generated minimal revenues related to OUS opportunities and may never achieve significant revenues or profitability, which could cause us to cease operations. We have no products approved or cleared for commercial sale in the United States. To date, we have generated minimal revenue from our products, and no revenue in fiscal year 2024. Our ability to generate material revenues depends heavily on (a) successful completion of one or more development programs leading to submission of an acceptable 510(k) medical device clearance application to FDA; (b) our ability to seek and obtain 510(k) premarket clearances, including, without limitation, with respect to the indications we are seeking; (c) successful commercialization of our product candidates; and (d) market acceptance of our products. There are no assurances that we will achieve any of the forgoing objectives. Furthermore, our product candidates are in the verification stage, and have not been evaluated in human clinical trials. If we do not successfully develop and commercialize our product candidates, we will not achieve revenues or profitability in the foreseeable future, if at all. If we are unable to generate revenues or achieve profitability, we may be unable to continue our operations.

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We will need to outsource and rely on third parties for various aspects relating to the development, manufacture, distribution, and sale and marketing of our products as well as in connection with assisting us in the preparation and filing of our FDA 510(k) premarket clearance submissions(s). For example, the robot arm that we use for our surgical robots is the LBR Med, which KUKA Robotics Corporation manufactures. If KUKA Robotics Corporation decided to terminate its business relationship with us, or discontinued production of this robot arm, it could result in significant time, effort, and expense to find a suitable alternative for our surgical robots, and could negatively impact our current timelines with respect to developing and commercializing our product candidates. If problems develop in our relationships with this or other third parties, or if such parties fail to perform as expected, it could lead to delays or lack of progress in obtaining FDA 510(k) premarket clearance, significant cost increases, and even failure of our product initiatives.

Our technology is not yet fully developed, and there is no guarantee that we will successfully develop our technology. Monogram is developing sophisticated technology that will require significant technical and regulatory expertise to develop and commercialize. If we are unable to develop and commercialize our technology and products successfully, it will significantly affect our viability as a Company.

We are subject to substantial governmental regulation relating to the manufacturing, labeling, and marketing of our developmental products, and will continue to be for the lifetime of our Company. The FDA and other governmental authorities in the United States and internationally regulate the manufacturing, labeling, marketing, distribution, and various other aspects of our products. The process of obtaining regulatory clearance to market a medical device can be expensive and lengthy, and products may take a long time to be reviewed and cleared, if they are cleared at all. Even if we are able to obtain 510(k) premarket clearance and have completed all other steps needed to commercialize our product candidates, if we or any contracted third party that we select fails to comply with the FDA’s regulations, the manufacturing and distribution of a product candidate(s) could be interrupted and adversely affect our ability to operate. Our compliance with the quality system, medical device reporting regulations, and other laws and regulations applicable to the manufacturing of products within our facilities and those contracted by third parties is subject to periodic inspections by the FDA and other governmental authorities. Complying with regulations, and, if necessary, remedial actions can be significantly expensive. Failure to comply with applicable regulatory requirements may subject us to a range of sanctions, including substantial fines, warning letters that require corrective action, product seizures, recalls, halting product manufacturing, revocation of clearances, exclusion from future participation in government healthcare programs, substantial fines, and criminal prosecution. In certain cases, federal and state authorities may pursue actions for unlawful pre-market commercialization of unapproved or non-cleared products. Pursuant to FDA regulations, we can only market our cleared or approved products and only for cleared or approved uses. If it is determined that our conduct or activities to develop and eventually commercialize our product candidates constitutes unlawful pre-market promotion or commercialization of our product candidates, we could be subject to significant fines in addition to regulatory enforcement actions, including the issuance of a warning letter, injunction, seizure, criminal penalty, and/or damage to our reputation.

We are subject to federal and state healthcare regulations and laws relating to anti-bribery and anti-corruption, and non-compliance with such laws could lead to significant penalties. State and federal anti-bribery laws, and healthcare fraud and abuse laws dictate how we conduct the relationships that we and our distributors and others that market our products have with healthcare professionals, such as physicians and hospitals. We also must comply with a variety of other laws that protect the privacy of individually identifiable healthcare information. These laws and regulations are broad in scope and are subject to evolving interpretation, and we could be required to incur substantial costs to monitor compliance or to alter our practices if we are found not to be in compliance. In addition, violations of these laws may be punishable by criminal or civil sanctions, including substantial fines, imprisonment of current or former employees, and exclusion from participation in governmental healthcare programs.

Government regulations and other legal requirements affecting our Company are subject to change. Such change could have a material adverse effect on our business. We operate in a complex, highly regulated environment. The numerous federal, state and local regulations that our business is subject to include, but are not limited to: federal and state registration and regulation of medical devices; applicable governmental payor regulations including Medicare and Medicaid; data privacy and security laws and regulations including those under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); the Affordable Care Act (“ACA”) or any successor to that act; laws and regulations relating to the protection of the environment and health and safety matters, including those governing exposure to, and the management and disposal of, hazardous substances; regulations regarding medical device safety and efficacy including those of the FDA, federal laws regarding advertising and promotion of our products, and consumer protection and safety regulations including those of the Consumer Product Safety Commission, as well as state regulatory authorities, governing the availability, sale, advertisement and promotion of products we sell; federal and state laws governing health care fraud and abuse; anti-kickback laws; false claims laws; and laws against the corporate practice of medicine. The FDA and state regulatory authorities have broad enforcement powers, including the ability to seize or recall products and impose significant criminal, civil and administrative sanctions for violations of these laws and regulations.

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Changes in laws, regulations, and policies and the related interpretations and enforcement practices may significantly affect our cost of doing business as we endeavor to maintain compliance with such new policies and laws. Changes in laws, regulations, and policies and the related interpretations and enforcement practices generally cannot be predicted may require extensive system and operational changes. Noncompliance with applicable laws and regulations could result in civil and criminal penalties that could adversely affect our business, including suspension of payments from government programs; loss of required government certifications; loss of authorizations to participate in or exclusion from government programs, including the Medicare and Medicaid programs; loss of licenses; and significant fines or monetary penalties. Any failure to comply with applicable regulatory requirements could result in significant legal and financial exposure, damage our reputation, and have a material adverse effect on our business operations, financial condition, and results of operations.

We have not yet obtained clearance of our products by the U. S. Food and Drug Administration, or FDA, which is critical to our business plan. Before a new medical device, or a new intended use of a legally marketed device, can be marketed in the United States, it must be cleared or approved by FDA through the applicable premarket review process (510(k), Premarket Approval (PMA), or de novo classification), unless an exemption applies. Our business strategy is focused on obtaining premarket clearance for our product candidates from the FDA under Section 510(k) of the Federal Food, Drug, and Cosmetic Act, or the FDCA (see “Business – Regulation”). In the 510(k) clearance process, the FDA must determine that a proposed device, known as the “subject” device, is “substantially equivalent” to a device legally on the market, known as a “predicate” device, with respect to intended use, technology, and safety and effectiveness, in order to clear the subject device for marketing. Clinical data is sometimes required to support substantial equivalence. Our initial focus is seeking Section 510(k) clearance for our surgical robot, to be followed by seeking clearance for orthopaedic implants developed by the Company with assistance from a contracted third party. If Monogram is unable to, at a minimum, obtain Section 510(k) clearance for its surgical robot, which clearance we cannot guarantee, we will not be able to commercialize our robot, and it is unlikely that we will be able to continue to operate as a going concern.

If the FDA requires us to provide clinical data to obtain clearance for our product candidates, it could pose a significant obstacle to business and plan of operations. The FDA has not confirmed that no clinical data will be required with our 510(k) submissions. Obtaining clinical data could significantly increase the time needed to prepare our premarket application and receive 510(k) premarket clearance and could materially delay our timeline to revenues and add considerable development costs. We do not currently have the funding to conduct clinical trials. The Company may pursue a clinical trial outside the United States and incorporate this data into a 510(k) submission – however, there is no guarantee the FDA would approve us utilizing the results of a foreign study for purposes of our submissions. If the FDA requires us to provide clinical data, we may be required to raise additional capital from outside sources to secure the capital for a clinical trial, and there is no guarantee we would be successful in doing so. The FDA has indicated an increased focus on robotic technologies that perform automated operations and may request clinical data for our robot and/or implants. If the FDA requires such information, it will materially and adversely impact our development timeline and increase the cost to obtain market clearance. If the Company is unsuccessful in securing enough capital to fund clinical trials and continue its operations while it is under review with the FDA, the Company may be unable to operate as a going concern.

We can provide no assurance that our medical device product candidates will obtain regulatory clearance or that the results of clinical studies, if required, will be favorable. Due to our financial constraints, we do not have the resources necessary to generate clinical data in the United States, if required by FDA. Subject to FDA guidance, we plan to make a 510(k) submission clinical data obtained outside the United States for our second generation Monogram TKA System. There is no guarantee the FDA will agree that clinical data obtained outside the United States is sufficient, and even if it does, there is no guarantee of regulatory clearance by FDA. Furthermore, even if we are granted 510(k) premarket clearances, such clearances may be subject to significant limitations on the indicated uses for the devices, which may limit the market for our product candidates.

Recent Downsizing of FDA Personnel Reviewing Medical Device Applications May Adversely Affect Our Regulatory Approval Timeline and Create Uncertainty in the Approval Process. Obtaining 510(k) premarket clearance by the FDA of our surgical robot – and, to a lesser degree, our orthopaedic implant(s) - is critical to our business. Recent downsizing of FDA personnel, particularly those responsible for reviewing medical device applications, has created uncertainty regarding the timing and efficiency of the regulatory approval process. In early 2025, the FDA implemented workforce reductions affecting personnel across various regulatory divisions, including those overseeing medical device approvals. While the full impact of these reductions is still unfolding, delays in the review of our submissions, extended response times for regulatory inquiries, and potential bottlenecks in the approval process may adversely affect the FDA’s review of our submission. Any delays or disruptions in the FDA’s review process could materially affect our business operations, financial condition, and growth strategy. Extended approval timelines may increase our costs, defer expected revenue, or allow competitors to gain market advantages while we await regulatory clearance. Furthermore, should the FDA continue to operate with reduced staffing levels, we may face ongoing uncertainty regarding future submissions, supplemental approvals, and post-market regulatory oversight.

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There may be delays of our clinical trial by international regulatory agencies. The Company intends to conduct a clinical trial outside the United States. International regulatory agencies may delay the approval of the clinical trial. International governments may restrict importation of our products for the purpose of conducting a clinical trial.

Assuming our surgical robot or other product candidates receive 510(k) premarket clearance, our products will still be subject to recalls, which could harm our reputation, business operations and financial results. Even assuming we obtain 510(k) premarket clearance with regard to product candidates, the FDA has the authority to require the recall of our products if we commence manufacturing of our products and we or any contract manufacturers we retain fail to comply with relevant regulations pertaining to manufacturing practices, labeling, advertising or promotional activities, or if new information is obtained concerning the safety or efficacy of the devices. A government-mandated recall could occur if the FDA finds that there is a reasonable probability that our devices would cause serious, adverse health consequences or death. A voluntary recall by us could occur as a result of manufacturing defects, labeling deficiencies, packaging defects or other failures to comply with applicable regulations. Any recall would divert our attention and financial resources, could harm our reputation with customers, and could harm our business and financial condition.

We anticipate initially sustaining operating losses. It is expected that we will initially sustain operating losses in seeking 510(k) premarket clearance. Our ability to become profitable depends primarily on obtaining 510(k) premarket clearance of our surgical robot – and, to a lesser degree, our orthopaedic implant(s) - and subsequent success in licensing and selling of those products. There can be no assurance that this will occur. Unanticipated problems and expenses are often encountered in offering new products, which may impact whether the Company is successful. Furthermore, we may encounter substantial delays and unexpected costs related to development, technological changes, marketing, regulatory requirements, and changes to such requirements or other unforeseen difficulties. There can be no assurance that we will ever become profitable. If the Company sustains losses over an extended period of time, it may be unable to continue in business.

We may need to raise substantial additional capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable terms, which could have a materially adverse effect on our business. Developing medical device products, including conducting clinical studies, if required, and establishing manufacturing capabilities, requires substantial funding. Additional financing may be required to fund the research and development of our medical device product candidates. We have not generated any product revenues, and do not expect to generate any revenues until, and only if, we develop such products, and receive clearance from FDA to sell our product candidates in the U.S. and receive product clearance from other regulatory authorities to sell our product candidates internationally.

We may not have the resources to complete the development and commercialization of any of our proposed product candidates. We may require additional financing to further the clinical development of our product candidates. In the event that we cannot obtain such financing, we will be unable to complete the development necessary to make submissions to FDA for 510(k) premarket clearance. This will delay or require termination of research and development programs, clinical studies, material characterization studies, and regulatory processes, which could have a materially adverse effect on our business.

The amount of capital we may need will depend on many factors, including the progress, timing and scope of our research and development programs; the progress, timing and scope of our clinical studies, if required; the time and cost necessary to obtain regulatory clearance; the time and cost necessary to establish our own marketing capabilities or to seek marketing partners; the time and cost necessary to respond to technological and market developments; changes made or new developments in our existing collaborative, licensing and other commercial relationships; and new collaborative, licensing and other commercial relationships that we may establish.

Until we can generate a sufficient amount of revenue, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings, or corporate collaboration and licensing arrangements. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs or our commercialization efforts. In addition, we could be forced to discontinue product development and reduce or forego attractive business opportunities. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional significant dilution, and debt financing, if available, may involve restrictive covenants. To the extent that we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our technologies or our product candidates, or grant licenses on terms that may not be favorable to us. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time.

Our fixed expenses, such as rent and other contractual commitments, will likely increase in the future, as we may enter into leases for new facilities and capital equipment and/or enter into additional licenses and collaborative agreements. Therefore, if we fail to raise substantial additional capital to fund these expenses, we could be forced to cease operations, which could cause you to lose all of your investment.

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We may experience property theft and inventory control issues. Once (and assuming) we are successful in bringing our products to market, we may be reliant on third-party distributors to market and sell our inventory on consignment. If such a distributor loses, steals, or otherwise damages our inventory, it could result in material losses to our business that we may not recover. Furthermore, our business could suffer significant reputational damage because of the actions of distributors.

Our products may not gain market acceptance among hospitals, surgeons, physicians, patients, healthcare payors, and the medical community. Even if our product candidates receive 510(k) premarket clearance, a critical element in our commercialization strategy is to persuade the medical community on the efficacy of our products and to educate then on their safe and effective use. Surgeons, physicians, and hospitals may not perceive the benefits of our products and could be unwilling to change, or advocate for change, from the devices they are currently using. A number of factors may limit the market acceptance of our products, including the following:

| ● | rate of adoption by healthcare practitioners;

| ● | rate of a product’s acceptance by the target population;

| ● | timing of market entry relative to competitive products;

| ● | availability of third-party reimbursement;

| ● | government review and approval requirements;

| ● | the extent of marketing efforts by us and third-party distributors or agents retained by us; and

| ● | side effects, product defects / weaknesses, or unfavorable publicity concerning our products or similar products.

We could be adversely affected by product liability, personal injury or other health and safety issues. We could be adversely impacted by the supply of defective products. We are also exposed to risks relating to the surgical robotic technology services and products we provide. Defective products or errors in our technology could lead to serious injury or death. If our robotic system does not perform its intended clinical use, or if it is not safe, we could materially harm patients and incur material liabilities that could materially adversely impact our business and market reputation. Product liability or personal injury claims may be asserted against us with respect to any of the products we supply or the services we provide. Monogram is also liable for harms caused by any faults in raw materials or products supplied by third-party manufacturers and suppliers that our Company utilizes. It is our responsibility to have a quality management system in place and to audit our suppliers to ensure that products supplied to our Company meet proper standards. Should a product or other liability issues arise, the coverage limits under insurance programs and the indemnification amounts available to us may not be adequate to protect us against claims and judgments. We also may not be able to maintain such insurance on acceptable terms in the future. We could suffer significant reputational damage and financial liability if we experience any of the foregoing health and safety issues or incidents, which could have a material adverse effect on our business operations, financial condition and results of operations.

If third-party payors fail to provide appropriate levels of reimbursement for the use of our products, our revenues could be adversely affected. Sales of our products that receive 510(k) premarket clearance will depend on the availability of adequate reimbursement from third-party payors. In each market in which we intend to do business, our inability to obtain reimbursement approval or the failure of third-party payors to reimburse health care providers at a level that justifies the use of our products instead of cheaper alternatives will hurt our business.

Moreover, we are unable to predict what changes will be made to the reimbursement methodologies used by third-party payors in the future. Changes in political, economic, and regulatory influences may significantly affect healthcare financing and reimbursement practices. For example, there have been multiple attempts through legislative action and legal challenges to repeal or amend the ACA. We cannot predict whether current or future efforts to repeal or amend these laws will be successful, nor can we predict the impact that such a repeal or amendment and any subsequent legislation would have on our business and reimbursement levels. There have also been a number of other proposals and enactments by the federal government and various states to reduce Medicaid reimbursement levels in response to budget deficits, and we expect additional proposals in the future. We cannot assure you that recent or future changes to reimbursement policies and practices will not materially and adversely affect our results of operations. Efforts to control healthcare costs, including costs of reconstructive joint replacement, are continuous, and reductions in third party reimbursement levels could materially and adversely affect our results of operations.

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We face risks related to our license agreement with the Icahn School of Medicine at Mount Sinai. We are party to a license agreement (and related option agreement) with Mount Sinai (and the amendments thereto, each of which are included as Exhibits to this Form 10-K) pursuant to which Mount Sinai has granted Monogram an exclusive license to patents related to customizable bone implants, surgical planning software, and surgical robots. The Company does not believe the licensed patents are critical to the development of its robotic system or commercial strategy, and as such, as of the date of this report, the Company has elected to abandon its rights to the patents licensed under the agreement. The Company also intends to try to negotiate a termination of the agreement. Until the agreement is terminated, it is still in effect, with the resulting payment schedules and obligations.

The Company does not have the unilateral right to terminate the license agreement and will seek to work with Mount Sinai to terminate the agreement. Should the Company come to an agreement with Mount Sinai to terminate the license agreement, it may be required to issue new consideration in exchange for the termination. Such new consideration may include ongoing royalties or payments associated with Mount Sinai’s intellectual property claimed to be part of the development of the Company’s robotic systems. As a result, the Company may not be able to terminate the Mount Sinai agreement on terms that are beneficial to the Company, or may be required to encumber the Company with payments that would reduce net revenues, should the Company ever achieve consistent revenues.

If we are not able to terminate the agreement amicably, Mount Sinai would retain the right to determine the Company is in default on provisions of the agreement. For instance, pursuant to the terms of the license agreement with Mount Sinai, we must have a first commercial sale our products within eight (8) years of the Effective Date of the agreement, or by October 10, 2025. Failure to meet this deadline would constitute a breach of our agreement, which would afford to Mount Sinai the right to give us a notice of default, and could ultimately terminate the license agreement if we are unable to cure this default within sixty (60) days. A termination of this license agreement would also terminate our related option agreement with Mount Sinai, as the option agreement is governed by the terms of the license agreement. While we expect to achieve a commercial sale within this timeframe if we are unsuccessful in doing so, we would be in default, and would be exposed to the risk of Mount Sinai terminating the agreement without the benefit of the Company being able to negotiate a suitable termination of the license agreement. Such a result may result in ongoing disputes about the use of know-how claimed to be associated with the licensed Mount Sinai intellectual property, or continued obligations to make royalty payments to Mount Sinai that survive termination of the agreement.

The Company is not currently licensing any intellectual property used in its robotic system and believes there is no know-how that would be subject to the license agreement with Mount Sinai. However, Mount Sinai may still contend that know-how is being utilized entitling it to ongoing payments under the agreement. This poses a risk to the Company that it will be required to litigate such claims with Mount Sinai, which would result in increased expenses to the Company and disruption of its business activities.

We further note that, as of the date of this report, we are in discussions with Mount Sinai as to whether the Company becoming publicly traded on Nasdaq without undertaking a traditional initial public offering constitutes a “Significant Transaction” under the licensing agreement. Under the licensing agreement, if at the time of completion of a “Significant Transaction” the Company has a valuation greater than $150,000,000, Mount Sinai will receive 1% of the fair market value of Company at the time of completion of the Significant Transaction. It is the Company’s position that no Significant Transaction has occurred – but there is no guarantee the Company and Mount Sinai will come to a consensus on this point. If we cannot come to an agreement with Mount Sinai on this point, we may be forced into litigation – and even if we pursue litigation, it is possible that a court would not rule in our favor. At December 31, 2024 and through the date of this Annual Report, the Company believes it is probable it will be obligated to transfer consideration to Mount Sinai to settle this matter and terminate the Licensing Agreement. Though discussions are still in their very early stages, the Company estimates $1.5 million to be a reasonable estimate of its contingent obligation in this matter and has recorded a liability for this amount, with a corresponding charge to other expenses, in its financial statements as of and for the year ended December 31, 2024. If the Company is required to pay this amount, it could have a material adverse effect on the Company’s operations.

We operate in a highly competitive industry that is dominated by several very large, well-capitalized market leaders and is continuously evolving. New entrants to the market, existing competitor actions, or other changes in market dynamics could adversely impact us. The level of competition in the orthopaedic market is high, with several very large, well-capitalized competitors holding a majority share of the market. Changes in market dynamics or actions of competitors or manufacturers, including industry consolidation and the emergence of new competitors and strategic alliances, could materially and adversely impact our business. Disruptive innovation by existing or new competitors could alter the competitive landscape in the future and require us to accurately identify and assess such changes and make timely and effective changes to our strategies and business model to compete effectively.

Currently, we are not aware of any well-known orthopaedic companies that broadly offer robotic technology that enables saw-based autonomous cutting. Nonetheless, many of our competitors in this market have significant financial resources. They may seek to extend their robotic technology to accommodate the robotic insertion implants. Further, several companies offer surgical navigation systems

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for use in arthroplasty procedures that provide a minimally invasive means of viewing the anatomical site. As such, other companies may create similar technology and/or products to that which we are trying to develop, which would increase competition in our industry. As competition increases, a significant increase in general pricing pressures could occur, which could require us to reevaluate our pricing structures to remain competitive. For example, if we are not able to anticipate and successfully respond to changes in market conditions, it could result in a loss of customers or renewal of contracts or arrangements on less favorable terms.

Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products. If successfully developed, our products and technology may be highly disruptive to a very large and growing market. Our competitors are well-capitalized with significant intellectual property protection and resources and may initiate infringement lawsuits against our Company. Such litigation could be expensive and could also prevent us from selling our products, which would significantly harm our ability to grow our business as planned.

The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Benjamin Sexson who joined on April 2018 and is currently serving as the Chief Executive Officer of the Company. The Company has entered into an employment agreement with Benjamin Sexson although there can be no assurance that he will continue to be employed by the Company for a particular period of time. The loss of Benjamin Sexson or any member of the board of directors or other executive officers could harm the Company’s business, financial condition, cash flow and results of operations.

Our failure to attract and retain highly qualified personnel in the future could harm our business. As the Company grows, it will be required to hire and attract additional qualified professionals such as software engineers, robotics engineers, machine vision and machine learning experts, biomechanical engineers, project managers, regulatory professionals, sales and marketing professionals, accounting, legal, and finance experts. We expect to face intense competition for such personnel, and the Company may not be able to locate or attract qualified individuals for such positions, which will affect the Company’s ability to grow and expand its business.

Certain of our non-executive employees rely on work visas in order to work at our Company, and as a result, we may experience disruptions resulting from visa issues encountered by members of our staff. A number of our non-executive employees are not United States citizens, and require visas in order to legally work in the United States. As a result, we are potentially susceptible to work disruptions and/or staff shortages resulting from visa issues (such as denials, non-renewals, etc.) affecting members of our staff. If one or more of our employees were unable to work for us as a result of a visa issue, either temporarily or permanently, it could have a material negative impact on our Company, leading to delays to our current plan of operations, additional expenses, as well as time and effort on the part of management in finding replacements that would otherwise be spent on the Company’s primary goals.

We may spend material amounts on marketing that may not be effective. The Company has paid and anticipates it will continue to spend material amounts on marketing the Company and its products. The returns from marketing are highly speculative and often challenging to measure. If the marketing spending is ineffective, it could materially harm our business.

We have no manufacturing experience, and we rely entirely on third-party manufacturers and service providers to produce our medical device product candidates. Our third-party partners provide a variety of essential business functions, including distribution, manufacturing, and many others. It is possible that some of these third parties will fail to perform their services or will perform them in an unacceptable manner. If we encounter problems with one or more of these parties, and they fail to perform to expectations, it would be materially disruptive to our business, and we may incur high costs and time to secure alternative supply or be unable to secure an alternative supply altogether. Such an occurrence could have a material adverse impact on the Company.

Additionally, the Company does not currently have any manufacturing capabilities itself for what is required by the FDA. As such, any failures or delays on the part of the contract manufacturers we rely on to produce our products could lead to longer production lead times. Similarly, supplier disruptions could materially impact our development timelines, potentially delaying our clinical trial launch for the second-generation Monogram TKA System or potentially delaying our commercial launch if we obtain clearance. If we are unable to submit our FDA submissions in a timely manner, it could adversely affect our financial position and ability to generate sales.

If our existing third-party manufacturers, or the third parties that we engage in the future to manufacture a product for commercial sale or for clinical studies, should cease to continue to do so for any reason, we likely would experience significant delays in obtaining sufficient quantities of product for us to meet commercial demand or to advance our clinical studies while we identify and qualify replacement suppliers. If for any reason we are unable to obtain adequate supplies of any product candidate that we develop, it will be more difficult for us to compete effectively, generate revenue, and further develop our products.

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Our products may be more expensive to produce than we estimate. We estimate, although we cannot guarantee, that the cost to produce our robotic system will be below that of our primary competitors in this market. Investors should note, however, that this estimation is based on assumptions about the production costs of our competitors that may be inaccurate or outdated. Furthermore, it is possible that that competitors of our Company with larger and more established operations could discount their prices compared to what they are now if we attempted to undercut them in the market, which could negatively affect our ability to compete in our market against these competitors.

Our future success is dependent on the continued service of our small management team. Monogram is managed by four directors and one executive officer. Our success is dependent on their ability to manage all aspects of our business effectively. Because we are relying on our small management team, we lack certain business resources that may hurt our ability to efficiently operate or grow our business. Any loss of key members of our executive team could have a negative impact on our ability to manage and grow our business effectively. We do not maintain a key person life insurance policy on any of the members of our senior management team. As a result, we would have no way to cover the financial loss if we were to lose the services of our directors or officers.

Our technologies are highly complex, and development budget estimates may not be accurately or sufficiently forecasted. While management makes every effort to predict anticipated development costs accurately, the project and technology complexity of the products makes it difficult to forecast these required development costs accurately. It is not uncommon to encounter unforeseen technical challenges that introduce unanticipated development costs. The actual development costs may not be the same as the anticipated development costs. If the actual development costs are materially above those anticipated by management, it could materially adversely impact our business.

Our products may require more technical complexity than anticipated and our engineers may not be able to overcome these technical challenges. While management makes every effort to anticipate the technical challenges of product development, we may encounter unforeseen complexity that we cannot overcome, or that may be difficult to overcome without incurring significant time or cost that was not anticipated or budgeted. For example, we have found it challenging to revise our first-generation tibial design. To facilitate more efficient removal, we may need to make design changes to features like the locking mechanism that were not anticipated and introduce additional cost, time and complexity. Additional unforeseen challenges as this could hinder our plan of operations, slowing our progress and increasing our costs, which may harm your investment in our Company.

We may not gain acceptance by group purchasing organizations or other purchasing entities. Many hospital systems and ambulatory surgery centers use group purchasing organizations to negotiate pricing and supply from vendors. Many of these organizations are large and risk-averse, and gaining adoption at reasonable terms can be challenging. If we are unable to secure contracts with widely used group purchasing organizations, we may struggle to gain market adoption, which would materially adversely affect our business.

We do not currently have the sales and marketing personnel necessary to sell products, and the failure to hire and retain such staff, or retain a third-party with sales and marketing personnel to fulfill that function, could have a materially adverse effect on our business. We are a development-stage company with limited resources. Even if we had products available for sale, which we currently do not, we have not secured sales and marketing staff at this early stage of operations to sell products. We cannot generate sales without sales or marketing staff and must rely on others to provide any sales or marketing services until such personnel are secured, if ever. If we fail to hire and retain the requisite expertise in order to market and sell our products or fail to raise sufficient capital in order to afford to pay such sales or marketing staff, then we could be forced to cease operations and you could lose all of your investment.

We may use independent distributors to represent our products. Monogram may use contracted employees and independent distributors to represent our products to surgeons, hospitals, and ambulatory surgery centers. Such independent distributors and contractors are not employees of the Company and may conduct business in a manner that is unethical or even illegal. Monogram could incur liability for unlawful business practices conducted by such independent distributors or contractors. If a distributor acts unlawfully, it could materially adversely affect our business.

Our products require a level of accuracy that we may never be able to achieve. To obtain FDA clearance on our system we will need to demonstrate that we can accurately position implants in robotically prepared bone specimens. The KUKA LBR Med robotic arm that we are using has never before been used or validated for this application, and it may not be able to perform to the accuracy required. Preparing bone to the accuracies required is a highly challenging task with numerous sources of error that we may never be able to overcome. We have not yet achieved high-accuracy cuts in a cadaveric bone specimen. If we cannot execute a robotic surgical plan with sufficient accuracy, it will materially adversely impact our business and market reputation.

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Our products may not provide a clinical benefit. The Company has not conducted clinical studies on live patients with its products. Our products may not provide a benefit to patient outcomes, or may not prove to be useful to patients or desirable for hospitals. If our products fail to provide a clinical benefit to our patients, it will materially adversely impact our business and market reputation.

Our use of artificial intelligence (AI) and machine learning (ML) technologies is subject to significant regulatory oversight, and changes in regulations or guidance could impact our ability to develop and commercialize AI-driven solutions. The integration of AI and ML into medical technologies is subject to increasing regulatory scrutiny. Our Case Management Application incorporates ML-driven bone segmentation and case file generation functionalities, and we plan to expand AI applications into surgical planning and real-time object tracking through our mVision technology. However, regulatory agencies such as the U.S. Food and Drug Administration (FDA) continue to evolve their policies regarding AI-enabled medical devices, and future changes to regulatory frameworks could:

| ● | Require additional testing, validation, or clinical studies beyond what we currently anticipate.

| ● | Mandate modifications to our AI models, potentially delaying commercialization.

| ● | Introduce new compliance requirements that increase costs and development timelines.

Any regulatory changes impacting AI-driven medical devices could materially and adversely affect our business strategy, product development, and commercial operations.

The effectiveness and reliability of our AI-driven technologies depend on data quality, and limitations in data diversity or accuracy could impact performance. AI and ML algorithms rely on high-quality, diverse, and representative training datasets to perform accurately across different patient populations. If our training data does not sufficiently represent diverse demographic or anatomical variations, our AI models may not perform as expected across all patient groups. Errors in input imaging data could lead to incorrect bone segmentation outputs, impacting surgical planning. The success of future AI models correlating patient outcomes with surgical variables depends on access to comprehensive, high-quality clinical data, which may be subject to privacy regulations, consent restrictions, or data-sharing limitations. If we are unable to continuously refine and validate our AI models with high-quality and representative datasets, the accuracy, reliability, and regulatory approval prospects of our AI-driven applications may be compromised, potentially leading to adverse patient outcomes and legal liability.

If our AI and ML models do not perform as intended, we could be exposed to increased liability risks, including product liability claims and regulatory enforcement actions. AI-powered medical devices introduce novel risks associated with algorithmic decision-making. While our AI tools operate under human supervision, any failure of our models to produce accurate, consistent, or clinically valid outputs could result in:

| ● | Patient harm, leading to potential medical malpractice or product liability claims

| ● | Regulatory penalties, including FDA warning letters, product recalls, or marketing restrictions

| ● | Reputational damage, which could negatively impact customer adoption and sales

We maintain strict verification and validation (V&V) protocols, but unanticipated errors in AI-generated outputs could increase litigation exposure, require costly product modifications, and delay commercialization.

Our AI-driven applications depend on evolving computing infrastructure and may require additional resources as we scale. Our current AI models do not require significant computing power for training. However, as we expand our AI capabilities into real-time surgical planning and object tracking, we may need to invest in advanced computational infrastructure, which could lead to increased capital expenditures for high-performance computing resources, scalability challenges in deploying AI-driven systems in real-time surgical environments, and/or dependence on third-party cloud providers or specialized AI hardware, creating potential supply chain vulnerabilities. If our AI development efforts require unexpected infrastructure upgrades or computing power investments, this could have material adverse effect on our business.

If we fail to clearly communicate the actual capabilities and limitations of our AI technologies, we may face regulatory scrutiny, reputational harm, and potential liability. Regulatory agencies, including the SEC, have emphasized concerns around the overstatement or misrepresentation of AI capabilities in corporate disclosures. As AI is an emerging field, misalignment between our AI claims and actual capabilities could expose us to SEC enforcement actions if AI-related disclosures are found to be misleading or incomplete, Loss of customer trust if our AI technologies fail to meet expectations, and/or potential legal challenges if investors, customers, or regulators allege that our AI-related statements were deceptive or exaggerated.

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We may have to reduce our headcount if we are unable to raise sufficient funds. The Company anticipates that it could substantially reduce expenses to extend its operating runway if needed. This could require a reduction in the number of full-time employees. However, reducing the number of employees could slow our products’ development and commercialization and adversely impact our business and market reputation.

Our assets may become pledged as collateral to a lender. We may enter into financing arrangements with lenders that contain covenants that limit our ability to engage in specified types of transactions. These covenants may limit our ability to, among other things:

| ● | petition for bankruptcy;

| ● | assignment of the notes to other creditors;

| ● | appointment of a receiver of any property of the Company; and

| ● | consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.

A breach of any of these covenants could result in a default under the terms of such a financing in which the lender could elect to declare all amounts outstanding thereunder to be immediately due and payable. We may need to pledge all of our assets as collateral to secure additional financing.

We may fail to meet the Sarbanes-Oxley regulations and may lack the financial controls and safeguards required of public companies. We are a newly Exchange Act reporting company, and we may fail to implement the internal infrastructure necessary and required under Section 404 of the Sarbanes- Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

Acquisition opportunities may present themselves do not achieve the positive results anticipated by our management. From time to time, acquisition opportunities may become available to the Company. Those opportunities may involve the acquisition of specific assets, like intellectual property or inventory, or may involve the assumption of the business operations of another entity. Our goal with any future acquisition is that any acquisition should be able to contribute neutral to positive EBITDA to the Company after integration. To effect these acquisitions, we will likely be required to obtain lender financing or issue additional shares of stock in exchange for the shares of the target entity. If the performance of the acquired assets or entity does not produce positive results for the Company, the terms of the acquisition, whether it is interest rate on debt, or additional dilution of stockholders, may prove detrimental to the financial results of the Company, or the performance of your particular shares.

Risks Related to Ownership of Our Common Stock

The market price of our Common Stock has been and will likely continue to be volatile, and you could lose all or part of your investment. The market price of our Common Stock has been and may continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control and may not be related to our operating performance. In addition to the factors discussed in this Risk Factors section and elsewhere in this Annual Report on Form 10-K, factors that could cause fluctuations in the market price of our Common Stock include the following:

| ● | general economic, regulatory, and market conditions

| ● | public health crises and related measures to protect the public health;

| ● | sales of shares of our Common Stock by us or our stockholders;

| ● | issuance of shares of our Common Stock, whether in connection with an acquisition

| ● | short selling of our Common Stock or related derivative securities;

| ● | reports by securities or industry analysts that are interpreted either negatively or positively by investors, failure of securities analysts to maintain coverage and/or to provide accurate consensus results of us, changes in financial estimates by securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;

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| ● | rumors and market speculation involving us or other companies in our industry;

| ● | actual or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Raising additional capital may cause significant dilution to our stockholders and adversely affect the market price for our Common Stock. Until such time, if ever, as we can generate substantial revenue, we may finance our cash needs through a combination of equity offerings, debt financings, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or other sources. We do not currently have any committed external source of funds. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Such restrictions could adversely impact our ability to conduct our operations and execute our business plan. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our technologies, intellectual property, future revenue streams or product candidates or grant licenses on terms that may not be favorable to us and/or that may reduce the value of our common stock.

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Common Stock could decline.

The market price and trading volume of our Common Stock will be heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock price could be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade our Common Stock, or publish negative reports about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Common Stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our Common Stock.

Provisions in our Sixth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage, delay, or prevent a change in control of our company or changes in our management and, therefore, depress the market prices of our Common Stock. Our Sixth Amended and Restated Certificate of Incorporation and amended and restated bylaws contain provisions that could depress the market prices of our Common Stock by acting to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions, among other things:

| ● | establish a classified board of directors so that not all members of our board are elected at one time;

| ● | permit only the board of directors to establish the number of directors and fill vacancies on the board;

| ● | authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan (also known as a “poison pill”);

| ● | authorize our board of directors to amend the bylaws; and

| ● | establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Any provision of our amended and restated certificate of incorporation, amended and restated bylaws, or the Delaware General Corporation Law that has the effect of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of Common Stock and could also affect the price that some investors are willing to pay for our stock

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Our Sixth Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. Our Sixth Amended and Restated Certificate of Incorporation provides that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware is the exclusive forum for (i) any derivative action or proceeding brought on our behalf, other than an action or suit to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, (ii) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or our Sixth Amended and Restated Certificate of Incorporation or amended and restated bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our Sixth Amended and Restated Certificate of Incorporation or amended and restated bylaws or (v) any action asserting a claim governed by the internal affairs doctrine. Our Sixth Amended and Restated Certificate of Incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Some companies that adopted a similar federal district court forum selection provision are currently subject to a suit in the Chancery Court of Delaware by stockholders who assert that the provision is not enforceable. If a court were to find either choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business.

Anti-Takeover Effects of Our Sixth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws could impair a takeover attempt. Our Sixth Amended and Restated Certificate of Incorporation and Bylaws contain certain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions could discourage takeovers, coercive or otherwise. Any provision of our certificate of incorporation, Amended and Restated Bylaws, or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our Common Stock.

Item 1B. Unresolved Staff Comments

None.

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ITEM 1C. CYBERSECURITY

​

Risk Management and Strategy

We review cybersecurity risk as part of our overall enterprise risk management program. This ensures that cybersecurity risk management remains a top priority in our business strategy and operations.

Our risk management strategy includes, among other elements:

Identification: We aim to proactively identify sources of risk, areas of impact, and relevant events that could give rise to cybersecurity risks, such as changes to our infrastructure, service providers, or personnel.

Assessment: We conduct periodic risk assessments to identify cybersecurity threats. We also conduct likelihood and impact assessments with the goal of identifying reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

Management: Following our risk assessments, we design and implement reasonable safeguards to address any identified gaps in our existing processes and procedures.

We have processes in place to identify, review and evaluate cybersecurity risks associated with our use of third-party service providers. These reviews are conducted at onboarding and periodically throughout the tenure of the service provider based on risk tier rating of each service provider. We believe these processes enable us to evaluate a third-party service provider’s security posture, identify risks that may arise out of our use of the third party’s service, and make decisions regarding acceptable levels of risk and risk mitigation.

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Management’s Role in Managing Cybersecurity Risk

​

Our Company is proactive in managing the material risks from cybersecurity threats, which is reflected in the establishment of a dedicated committee responsible for overseeing such risks. This committee is composed of the following individuals:

​

| ● | Kamran Shamaei, Chief Technology Officer, who provides technical leadership and strategic direction for all technology-related decisions, including cybersecurity.

| ● | Muhammad Afnan, Director of Software Development, who brings extensive knowledge in software security practices and the implementation of secure development life cycles.

| ● | Nisha Patel, Director of Quality & Regulatory Affairs, whose expertise in regulatory compliance ensures that our cybersecurity policies meet the required standards.

This cross-functional team possesses a comprehensive understanding of cybersecurity, data privacy, and risk management, essential in developing, monitoring, and enforcing our cybersecurity strategy.

Processes for Monitoring Cybersecurity

Our cybersecurity oversight committee maintains rigorous processes to remain informed and responsive to the ever-changing landscape of cybersecurity. These processes include:

​

| ● | The creation and management of secure user accounts within our Monogram email Google Workspace, ensuring controlled email communication.

| ● | The establishment of access controls to Google Drive and Bitbucket, safeguarding our product-related documents and software development repositories.

| ● | Subscription to Amazon Web Services for secure storage of our mechanical drawings and electrical schematics.

| ● | Utilization of Green Light Guru for maintaining a repository of all released and quality documents.

| ● | Oversight of bill.com and NetSuite for financial operations and inventory management, ensuring secure financial transactions and data integrity.

| ● | These processes are under continuous review and adjustment, with the committee meeting quarterly to evaluate and refine our cybersecurity practices.

Reporting Cybersecurity Information

In terms of reporting, the structure of our cybersecurity information flow is designed to ensure that significant risks and incidents are communicated efficiently to senior management and the board of directors:

​

| ● | The Software Director, Platform Tech Manager, and dedicated admin for Green Light Guru report directly to Kamran Shamaei, the CTO.

| ● | The committee convenes on a quarterly basis to discuss the current state of cybersecurity affairs, subsequently reporting their findings to the CEO and CFO.

| ● | In the event of any concerns or breaches, these are immediately escalated to Paul Riss, ensuring prompt and effective response and mitigation strategies.

Through this tiered reporting structure, we ensure that critical cybersecurity information reaches the appropriate levels of management and that the board of directors is kept fully informed on material risks and incidents. Our approach ensures that we maintain a vigilant and responsive posture towards cybersecurity, embodying a culture of continuous improvement and accountability at all levels of our organization.

​

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Item 2. Properties

The Company leases property that serves as its headquarters at 3913 Todd Lane, Suite 307, Austin, TX 78744. The Company has installed a 352 square foot cadaver lab at this Austin facility to support its research and development initiatives. The cadaver lab has a dedicated surgical robot and navigation system that engineers use to support testing and product development.

Item 3. Legal Proceedings

From time to time, the Company may be involved in a variety of legal matters that arise in the normal course of business. The Company is not currently involved in any material litigation, and its management is not aware of any pending or threatened material legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

Following our listing on Nasdaq, a former investor filed suit against the Company and its Transfer Agent in July 2023 in New York County Supreme Court. Both the Company and our Transfer Agent believe the claim is without merit and are seeking dismissal of the action, most recently filing a Reply Memorandum of Law in Support of Renewed Motion to Dismiss on February 13, 2024. There have been no updates since this filing.

See “Risk Factors” for a summary of risks our Company may face in relation to litigation against our Company.

Item 4. Mine Safety Disclosures

Not applicable.

​

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

Our Common Stock is traded on the Nasdaq Capital Market under the symbol “MGRM”.

Holders

As of March 11, 2025, there were approximately 19,500 registered holders of record of our Common Stock and the last reported sale price of our Common Stock on the Nasdaq was $2.27 per share on March 11, 2025.

The number of shares of our Common Stock that are freely tradeable as of March 11, 2025 was 27,515,898.

Performance Graph

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Dividend Policy

Holders of our Series D Preferred Stock are entitled to receive cumulative quarterly dividends, when and as declared by the Company’s Board of Directors, at a rate of 8.0% of the $2.25 liquidation preference per share. Dividends, at the Company’s discretion, may be paid in cash or in kind in the form of Common Stock. In October 2024, the Company’s Board of Directors declared a quarterly dividend of $151,000 to holders of record that was settled through the issuance of 57,030 shares of Common Stock. On January 14, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.04 per share of the Series D Preferred Stock that was settled through the issuance of 82,028 shares of Common Stock on January 15, 2025.

To date, we have not paid any cash dividends on our capital stock. We currently intend to retain future earnings for use in operating and expanding our business, and we do not anticipate paying any cash dividends in the reasonably foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, such as the terms of the agreements governing our indebtedness, general business conditions, and other factors that our board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company adopted its Amended and Restated 2019 Stock Option Plan on August 28, 2020 (the “Plan”), which reserves 11,200,000 shares of Common Stock for issuance under the Plan, with up to 1,560,000 of those shares of Common Stock allowed for issuance pursuant to incentive stock options.

The majority of the material terms of grants under the Plan are set by the Board of Directors of the Company on an individual basis (i.e. vesting periods, exercise prices, etc.).

The following table sets forth information about the Plan for the year ended December 31, 2024.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Number of securities
​ | ​ | ​ | ​ | ​ | ​ | ​ | remaining available for
​ | ​ | Number of securities to be | ​ | Weighted-average | ​ | future issuance under equity
​ | ​ | issued upon exercise of | ​ | exercise price of | ​ | compensation plans
​ | ​ | outstanding options, | ​ | outstanding options, | ​ | (excluding securities
Plan category | ​ | warrants and rights | ​ | warrants and rights | ​ | reflected in column (a))
​ |  | (a) |  | ​ | (b) |  | (c)
Equity compensation plans approved by security holders |  | 4,990,452 | ​ | $ | 1.71 |  | 6,209,173
Equity compensation plans not approved by security holders |  | N/A | ​ |  | N/A |  | N/A
Total |  | 4,990,452 | ​ | $ | 1.71 |  | 6,209,173

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Recent Unregistered Sales of Equity Securities

​

Pro-Dex Warrants

​

On October 6, 2023, Pro-Dex, Inc. (“Pro-Dex”) agreed to exercise a warrant previously issued by the Company in 2018. As a result, the Company received $1,250,000 in exchange for the issuance of 1,828,551 shares of Common Stock.

​

As consideration for Pro-Dex agreeing to exercise this warrant, the Company agreed to issue Pro-Dex additional “Coverage Warrants”. Under the terms of the Coverage Warrants, if, (a) between October 2, 2023 and March 31, 2024 or (b) during the six month period between (i) April 1 and September 30 and (ii) October 1 and March 31 of each year thereafter, Monogram engages in or otherwise consummates an issuance of securities that results in Monogram receiving, or having the right to receive, gross proceeds of $5.0 million or more during such period, then Monogram will issue Pro-Dex a warrant to be exercised in cash to purchase 5% (calculated after giving effect to such issuance to Pro-Dex) of the types, series and classes of securities issued during such period at a price equal to the total gross proceeds received over such period divided by the number of securities issued during that same period (each, a “Coverage Warrant”). Each Coverage Warrant will have a term of six months from the date of issuance.

​

The gross proceeds received by the Company’s in its Series D Preferred Stock Offering and Common Stock offerings under the Purchase Agreement and Sales Agreement, each described elsewhere in this report, during the period from April 1, 2024 to September 30, 2024 exceeded $5.0 million. Therefore, at December 31, 2024, the Company was obligated to issue Pro-Dex a warrant exercisable into 298,122 shares of Series D Preferred Stock at an exercise price of $2.25 per share and a warrant exercisable into 85,705 shares of Common Stock at an exercise price of $2.67.

​

All other sales of securities within the past three years which were not registered under the Securities Act have previously been reported by the Company.

​

No underwriters were involved in the foregoing sales, conversions, and/or exchanges of securities.

​

All purchasers and/or recipients of the securities described above issued in reliance upon the exemption from the registration requirements of the Securities Act the as set forth under Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering represented to the registrant in connection with their respective purchases and/or exchanges that they were accredited investors and were acquiring the shares for their own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time. Such purchasers and/or recipients received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration.

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Item 6. Selected Consolidated Financial Data

We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations, and beliefs, involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements. You should review the section titled “Statement Regarding Forward-Looking Statements” for a discussion of forward-looking statements and Item 1A “Risk Factors” of this Form 10-K for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Monogram Technologies Inc. (the “Company”, “Monogram”, “we,” “us,” “our”) was originally incorporated under the laws of the State of Delaware on April 21, 2016, as “Monogram Arthroplasty Inc.” On March 27, 2017, the Company changed its name to “Monogram

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Orthopedics Inc.” On May 15, 2024, the Company changed its name from Monogram Orthopedics Inc. to “Monogram Technologies Inc.” Monogram Technologies is an AI-driven robotics company focused on improving human health, with an initial focus on orthopedic surgery. The Company is developing a next-generation autonomous (also “active”) surgical robot to enable placement of patient optimized orthopedic implants, aiming to leverage advanced machine vision, augmented reality and machine learning (“AI”). The Company’s AI capabilities are largely developed internally using static datasets, while certain R&D efforts integrate externally sourced AI models to complement its internal development. The Company has a robot prototype that can autonomously execute specialized paths for high precision insertion of implants in simulated cadaveric surgeries. Monogram intends to produce and market robotic surgical equipment and related software, orthopaedic implants, tissue ablation tools, navigation consumables, and other miscellaneous instrumentation necessary for reconstructive joint replacement procedures. The Company has obtained 510(k) clearances for certain implants and has made 510(k) premarket notification submissions but has not yet obtained 510(k) premarket clearances for any of robotic products. U.S. Food and Drug Administration (FDA) 510(k) premarket clearance is required to market our robotic products, and the Company cannot estimate the timing, or assure our ability, to obtain such clearances.

Recent Developments

Regulatory Update

The 510(k) application for the Company’s surgical robot was submitted on July 19, 2024, and passed the initial FDA Administrative Review. On September 30, 2024, Monogram received an Additional Information Request (“AIR”) from the FDA. The FDA informed the Company that the FDA placed the Application on hold pending a complete response to the AIR. The FDA informed the Company that the Company had 180 days from the date of the AIR to provide a complete response to the AIR, or the FDA would consider the Application withdrawn.

On November 20, 2024 the Company submitted written responses, including planned remediations where applicable for all deficiencies noted in the AIR, and requested a Submission Issue Request (SIR) meeting with the FDA to review select responses. A critical focus for the Company has been whether the proposed nonclinical testing effectively mitigates FDA concerns that could necessitate clinical data. On December 11, 2024, the Company received a Submission Issue Request (SIR) review letter that provided preliminary written comments on particular topics of interest before the SIR meeting scheduled for December 17, 2024. On December 17, 2024, the Company conducted a Submission Issue Request (SIR) meeting with the FDA.

On February 25, 2025, the Company submitted its formal response to the U.S. Food and Drug Administration (FDA) regarding the AIR, which included the results of the Company’s nonclinical testing performed by the Company, which the Company believes could make it less likely that the FDA will request clinical data from the Company in relation to its submission. The Company does not currently anticipate further requests for information from the agency. Assuming a favorable decision by the FDA following receipt of the AIR, the next communication from them is anticipated to be a clearance decision for the mBôs™ Total Knee Arthroplasty (TKA) System. If granted, that would enable commercialization and sales of the TKA system in the United States.

On August 12, 2024, the Company announced a strategic collaboration with Shalby Limited (NSE: SHALBY) (“Shalby”), a global muti-specialty hospital chain and one of India’s leading orthopedic hospital groups, to conduct a multicenter clinical trial to demonstrate the safety and effectiveness of the Monogram TKA System. Under the collaboration, Shalby will enroll patients at various sites in India for surgeons to evaluate the safety and effectiveness of the second generation Monogram TKA System. Monogram received comments on the Clinical Investigational Plan during its February 2024 Presubmission Communications with the FDA and has incorporated feedback into its 510(k) application submitted to the FDA on July 19, 2024 and which passed the FDA Administrative Review. Notably, the strategic collaboration contemplates the post-trial transfer of a robot to the hospital system under certain conditions following the trial as the companies contemplate further collaboration. The Company anticipates initiating the clinical trial in 2025.

2024 Annual Meeting of Stockholders Results

On December 19, 2024, 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.

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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.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Percentage of |
​ | ​ | ​ | ​ | ​ | ​ | Shares Voted |
​ | ​ | Number of | ​ | Number of | ​ | “For” of |
Election of Class I | ​ | Shares | ​ | Shares | ​ | Shares |
Directors |  | Voted For |  | Withheld |  | Voted |
Rick Van Kirk | ​ | 15,279,441 |  | 1,131,575 |  | 73.1 | %
Colleen Gray |  | 15,531,605 |  | 879,411 |  | 74.3 | %

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Percentage of |
​ | ​ | ​ | ​ | Number of | ​ | ​ | ​ | Shares |
​ | ​ | Number of | ​ | Shares | ​ | Number of | ​ | Voted “For” |
​ | ​ | Shares | ​ | Voted | ​ | Shares | ​ | of Shares |
​ |  | Voted For |  | Against |  | Abstained |  | Voted |
Ratification of the Appointment of Fruci & Associates II, PLLC |  | 20,450,721 |  | 262,972 |  | 172,569 |  | 97.9 | %

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Percentage of |
​ | ​ | ​ | ​ | Number of | ​ | ​ | ​ | Shares |
​ | ​ | Number of | ​ | Shares | ​ | Number of | ​ | Voted “For” |
​ | ​ | Shares | ​ | Voted | ​ | Shares | ​ | of Shares |
​ |  | Voted For |  | Against |  | Abstained |  | 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 | %

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Percentage of |
​ | ​ | ​ | ​ | Number of | ​ | ​ | ​ | Shares |
​ | ​ | Number of | ​ | Shares | ​ | Number of | ​ | Voted “For” |
​ | ​ | Shares | ​ | Voted | ​ | Shares | ​ | of Shares |
​ |  | Voted For |  | Against |  | Abstained |  | Voted |
Approval, on an Advisory Basis, of the Compensation of Named Executive Officers |  | 13,184,968 |  | 600,656 |  | 2,625,392 |  | 63.1 | %

​

Closing of Series D Preferred Stock Offering

As previously reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the Commission on August 8, 2024, on July 9, 2024, the Company commenced a best efforts offering of up to 5,790,479 units at a price per unit of $2.25, with each unit consisting of (a) one share of our 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 our common stock, $0.001 par value per share (the “Common Stock”) at an exercise price of $3.375 per share, for a total of 5,790,479 shares of our Series D Preferred Stock and warrants to purchase up to an aggregate of 5,790,479 shares of our Common Stock (and shares of Common Stock underlying shares of Series D Preferred Stock, PIK dividends on Series D Preferred Stock, and all such warrants), which we refer to as the “Series D Preferred Stock Offering”.

On October 2, 2024, the Company announced the closing of its Series D Preferred Stock Offering. In total, the Company received gross proceeds of approximately $13 million from the sale of units consisting of 5,773,979 shares of the Company’s Series D Preferred Stock and warrants to purchase an aggregate of 5,773,979shares of the Company’s Common Stock in connection with the Series D Preferred Stock Offering.

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At the Market Common Stock Offering

On July 22, 2024, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. to sell shares of our Common Stock from time to time through an “at-the-market” equity offering program under which B. Riley Securities, Inc. will act as our sales agent (the “Sales Agent”).

Under the Sales Agreement, we may issue and sell from time-to-time shares of our Common Stock for aggregate proceeds of up to $25,000,000. Each time the Company wishes to issue and sell Common Stock under the Sales Agreement, the Company will notify the Sales Agent of the number or dollar value of shares to be issued, the time period during which such sales are requested to be made, any limitation on the number of shares that may be sold in one day, any minimum price below which sales may not be made and other sales parameters deemed appropriate. Once the Company has so instructed the Sales Agent, unless the Sales Agent declines to accept the terms of the notice, the Sales Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. We have no obligation to sell any shares of our Common Stock under the Sales Agreement, and we may suspend solicitation and offers under the Sales Agreement for any reason in our sole discretion. We agreed to pay the Sales Agent a commission equal to up to 3.0% of the gross proceeds from the sales of shares of our Common Stock pursuant to the Sales Agreement or such lower amount as we and the Sales Agent may agree.

Any shares of our Common Stock sold under the Sales Agreement will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-279927) and the base prospectus included therein, originally filed with the Commission on June 4, 2024 and declared effective by the SEC on June 14, 2024. A prospectus supplement relating to the offering of shares of our Common Stock under the Sales Agreement was filed with the SEC on July 22, 2024.

General Market Update

The Company continues to see a significant and growing market opportunity for an active cutting robotic system that does not utilize haptic controls. Haptic controls may describe haptic control schemes such as admittance control, impedance control, or hybrid control, i.e., configurations where the device is not intended to move autonomously on its own. The Company believes the patent landscape for haptic control and the widespread adoption of products like Mako could be favorable for next-generation active cutting robots like Monogram’s mBôs™ TKA System, which is being designed to efficiently resect bone without utilizing haptic controls. Monogram has filed several patents around its active control scheme. Monogram is not aware of any widely accepted products where the robot efficiently resects bone with a saw on the market today other than Mako.

Results of Operations For The Years Ended December 31, 2024 and 2023

Revenues

The Company is currently focused on commercialization of its robotic products, including seeking 510(k) clearances from the FDA for those products. Revenue of $364,999 was recognized during the year ended December 31, 2023 from the sale of a single unit of robotic surgical equipment. The unit was sold outside of the United States as part of an effort to explore the possibility of conducting clinical trials in OUS markets. Since the Company originally expensed this equipment as research and development costs when it was built, no costs of goods sold were recognized when this equipment was sold in 2023. The Company did not have any product sales in 2024 and does not anticipate additional sales before obtaining the appropriate regulatory approvals.

Operating Expenses

The following table sets forth our operating expenses for the periods indicated (dollar amounts in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Years Ended December 31 |
​ |  | 2024 |  | 2023 |  | $Change |  | % Change |
Research and development |  | $ | 8,790 |  | $ | 10,586 |  | $ | (1,794) |  | (17) | %
Marketing and advertising | ​ |  | 2,108 | ​ |  | 2,994 | ​ |  | (886) |  | (30) | %
General and administrative | ​ |  | 4,412 | ​ |  | 4,053 | ​ |  | 359 |  | 9 | %
Total operating expenses | ​ | $ | 15,310 | ​ | $ | 17,633 | ​ | $ | (2,336) |  | (13) | %

​

Research and development (R&D) expenses during 2023 were comprised primarily of expenses related to the development of our sagittal cutting systems and related platform software required to operate our active navigated robotic system, as well as the Company moving into the verification and validation phases of the development of its robot prototype. The verification phase involved intensive testing

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to demonstrate the system is safe and effective and often requires optimization of the prototype design through an iterative process of design changes and material changes to achieve an optimum system. This led to increased costs in prototype material expenses, payroll and related expenses, and contractor expenses. R&D expenses in both periods were primarily comprised of payroll and related costs, contractor and prototype material expenses for the development of its novel robotic system and associated implants. The Company largely completed the verification and validation phases in the first half of 2024, resulting in overall reduction of R&D expenses in 2024 compared to 2023. R&D efforts have continued with the introduction of a novel registration and tracking system prototype named mVision as well as protocol development and testing in response to the AIR for the FDA clearance application as well as next-generation development. R&D efforts for the second half of 2024 were focused on further refinement of this product offering and responding to inquiries from the FDA related to the submitted application for FDA clearance.

Marketing and advertising expenses in 2023 were comprised primarily by expenses related the Company’s marketing campaign related to the Common Stock Offering that began in Q1 2023 and successfully culminated with a round closing in May of 2023 of more than $16 million. Marketing and advertising expenses in 2024 were comprised primarily by expenses related to the marketing campaign related to the Series D Preferred Stock Offering conducted primarily in Q3 2024 which resulted in an oversubscribed raise of approximately $13 million. The marketing and advertising expense in 2024 was 30% lower than the 2023 marketing and advertising expense, driven largely by market conditions that significantly influence the effectiveness of fundraising efforts, impacting both the cost of investor acquisition and the overall success of a crowdfunded capital raise.

General and administrative expenses increased by 9% in 2024 from 2023 primarily due to a full year of public company expenses primarily composed of insurance expenses, regulatory compliance expenses, and professional expenses offset by reductions in payroll and related expenses.

| ● | The increase in insurance and regulatory compliance expenses during 2024 relate to the additional insurance and regulatory compliance activities required to list as a publicly traded company on NASDAQ, which occurred mid-2023 (and therefore led to an increase in expenses in 2024 due to the Company incurring a full year worth of these expenses, as compared to 2023 when it only incurred these expenses for approximately half of the year).

| ● | The increases in consulting and professional services during 2024 relate primarily to efforts required to support the Series D Preferred Stock Offering and At-The-Market Offering, as well as continued protection for the Company’s intellectual property, which has expanded in 2024 compared to 2023.

| ● | The decrease in payroll and related expenses relate primarily to a reduction in stock compensation expense.

Other Income (Expense)

The following table sets forth our other income and expenses for the periods indicated (dollar amounts in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Years Ended December 31
In thousands |  | 2024 |  | 2023 |  | $Change
Interest income |  | $ | 526 |  | $ | 478 |  | $ | 48
Other expenses, net | ​ |  | (1,544) | ​ |  | (44) | ​ |  | (1,500)
Change in fair value of warrant liability | ​ |  | — | ​ |  | 3,089 | ​ |  | (3,089)
Total other income (expense) | ​ | $ | (1,018) | ​ | $ | 3,523 | ​ | $ | (4,541)

​

During 2023, the change in the fair value of the warrant liability resulted in a loss of $3.1 million. This gain primarily resulted from a decrease in the value of the Company’s Common Stock used to estimate the fair value of certain warrants that included anti-dilution protections. Because of these protections, when the Company issued additional shares of its capital stock in connection with its ongoing capital raising efforts, the number of shares issuable upon the exercise of these warrants increased proportionally. Changes in the fair value of the warrant liability primarily resulted from (i) increases to the number of shares issuable upon exercise of these warrants and (ii) changes in the underlying fair value of the Company’s Common Stock into which the warrants were exercisable. During May and October 2023, these warrants were exercised by the holders. At December 31, 2024 and 2023, no warrants with anti-dilution protections remained outstanding.

Interest income and other during 2024 and 2023 primarily relates to investment income earned by the Company on balances invested in a JP Morgan US Government Money Market Fund, partially offset by losses of $45,000 and $44,000 in 2024 and 2023, respectively, relating to the change in the fair value of the Company’s make-whole provision related to the Common Stock Purchase Agreement discussed below in “Liquidity and Capital Resources”.

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Net Loss

As a result of the foregoing, the Company had a net loss of $16.3 million during 2024 compared to $13.7 million during 2023.

Liquidity and Capital Resources

​

As of December 31, 2024, the Company had approximately $15.7 million in cash. The Company has recorded losses since inception and, as of December 31, 2024, had working capital of approximately $14.8 million and total stockholders’ equity of $14.5 million. Since inception, the Company has been primarily capitalized through securities offerings. The Company plans to continue to try to raise additional capital through available financing options to the Company, including, but not limited to, registered or exempt equity and/or debt offerings, as well as straight or convertible debt financings, although there can be no assurance that we will be successful in these fundraising efforts. Absent additional capital, the Company may be forced to reduce expenses significantly and could become insolvent.

To provide additional flexibility to the Company ahead of generating sufficient revenues to support operations:

| ● | On July 19, 2023, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement with B. Riley Principal Capital, II LLC (the “BRPC II”). Under the Purchase Agreement and Registration Rights Agreement, the Company has the right to sell to BRPC II up to $20.0 million in shares of Common Stock (the “Committed Equity Shares”), subject to certain limitations and the satisfaction of specified conditions in the Purchase Agreement, from time to time over the 24-month period commencing upon the initial satisfaction of the conditions to the BRPC II’s purchase obligations set forth in the Purchase Agreement, including that the registration statement declared effective by the SEC on September 7, 2023. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and it is under no obligation to sell any securities to BRPC II under the Purchase Agreement. As of December 31, 2024 and through the date of this Annual Report, we had sold 292,726 shares of Common Stock to BRPC II for gross proceeds of approximately $1.0 million pursuant to this purchase obligation, and therefore have approximately $19.0 million worth of our Common Stock that we may sell to B. Riley Principal Capital II.

| ● | Pursuant to our shelf registration statement on Form S-3 (File No. 333-279927) and the base prospectus included therein, originally filed with the Commission on June 4, 2024 and declared effective by the SEC on June 14, 2024, we may also sell from time to time, in one or more offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior debt securities under a senior indenture that we will enter into with a trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a subordinated indenture, which we will enter into with a trustee to be named in the subordinated indenture. We have not issued any debt securities pursuant to this registration statement as of the date of this Annual Report on Form 10-K. For a description of the material provisions of the senior debt securities, the subordinated debt securities and the senior and subordinated indentures, please refer to the registration statement on Form S-3 (File No. 333-279927) and the base prospectus included therein, originally filed with the Commission on June 4, 2024 and declared effective by the SEC on June 14, 2024. Forms of the Senior Indenture and Subordinated Indenture are included as Exhibits 4.7 and 4.8, respectively, to this Annual Report on Form 10-K.

| ● | On July 22, 2024, the Company commenced an offering of its Common Stock under the Sales Agreement (described more fully under “Recent Developments” in Item 7 of this report). As of December 31, 2024, the Company had sold 2,072,790 shares of Common Stock for total gross proceeds of $5.3 million in this offering.

The Company’s audited financial statements included in this Annual Report on Form 10-K have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, incurred a net loss during the year ended December 31, 2024 of $16.3 million and has an accumulated deficit of $68.0 million as of December 31, 2024. The Company’s ability to continue as a going concern in the next twelve months following the date the audited financial statements were available to be issued is dependent upon its ability to produce revenues, raise capital, and/or obtain other financing sufficient to meet current and future obligations. Management has evaluated these conditions and believes its current cash balances, plus the additional capital available under the Purchase Agreement and Sales Agreement will be sufficient for the Company to satisfy its near-term capital needs and to continue as a going concern for a reasonable period.

For a discussion of our contractual obligations and commitments, refer to Note 11 to the financial statements in this Annual Report on Form 10-K.

​

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Issuances of Equity

​

Year Ended December 31, 2024

In two transactions during January and February 2024, ZB Capital Partners LLC, holder of a warrant exercisable for 547,944 shares of Common Stock, executed a cashless exercise of its warrant under which the Company issued the holder a total of 246,458 shares of Common Stock and retained the remaining shares as settlement of the $1.83 per share exercise price of the warrant.

During 2024, the Company received gross proceeds of approximately $13 million from the sale of units consisting of 5,773,979 shares of the Company’s Series D Preferred Stock and warrants to purchase an aggregate of 5,773,979 shares of the Company’s Common Stock in connection with the Series D Preferred Stock Offering. The Company announced the closing of its Series D Preferred Stock Offering on October 2, 2024.

Pursuant to the Purchase Agreement with BRPC II, we sold 85,526 shares of Common Stock for gross proceeds of $235,000 during 2024. Additionally, we sold 2,072,790 shares of Common Stock for gross proceeds of $5.3 million during 2024 in sales of Common Stock made under the Sales Agreement.

The gross proceeds received by the Company’s in its Series D Preferred Stock Offering and Common Stock offerings under the Purchase Agreement and Sales Agreement described elsewhere in this report during the period from April 1, 2024 to September 30, 2024 exceeded $5.0 million. Therefore, at December 31, 2024, the Company was obligated to issue Pro-Dex a warrant exercisable into 298,122 shares of Series D Preferred Stock at an exercise price of $2.25 per share and a warrant exercisable into 85,705 shares of Common Stock at an exercise price of $2.67.

Year Ended December 31, 2023

On March 1, 2023, the SEC qualified a Regulation A – Tier 2 offering of the Company’s Common Stock, in which the Company sought to raise up to $30 million from investors (the “Common Stock Offering”). The Common Stock Offering closed on May 16, 2023, raising $15,287,860, net of issuance costs of $1,928,287, from the sale of 2,374,641 shares of Common Stock at a price of $7.25 per share. Subsequently, on May 17, 2023, the Company filed a Form 8-A in connection with the listing our Common Stock on Nasdaq, which was declared effective on the same date. At that time, each outstanding share of Series A, Series B, and Series C Preferred Stock was converted into two shares of Common Stock of the Company.

On May 18, 2023, a certain holder of warrants executed a cashless exercise of the warrants and received 78,837 shares of the Company’s Common Stock, which represented the difference between the total warrant shares issuable at exercise and the 37,619 warrant shares withheld by the Company to satisfy the holder’s exercise price obligation.

During May 2023, the Company entered into a consulting arrangement with a vendor under which the Company issued 20,689 shares of restricted Common Stock that vest on a monthly basis over a term of 12 months. The estimated fair value of these shares was $150,000 on the date of grant and is being recognized as a component of general and administrative expenses on a straight-line basis over the 12-month vesting term.

In August 2023, the Company issued 4,137 shares of Common Stock with a value of $30,000 to a vendor in exchange for legal services.

On October 2, 2023, Pro-Dex, Inc., a Colorado corporation (“Pro-Dex”) exercised warrants for 1,828,551 shares of the Company’s Common Stock at $0.68 per share, resulting in total proceeds to the Company of $1,250,000. The issuance of these shares upon exercise of these warrants was made by the Company pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder for transactions by an issuer not involving a public offering. As consideration for Pro-Dex agreeing to exercise these warrants, the Company agreed to the following:

| ● | Coverage Warrants. If, (a) between October 2, 2023 and March 31, 2024; or (b) during the six month period between (i) April 1 and September 30 or (ii) October 1 and March 31 of each year thereafter, Monogram engages in or otherwise consummates an issuance of securities that results in Monogram receiving, or having the right to receive, gross proceeds of $5,000,000 or more during such period, then Monogram will issue Pro-Dex a warrant to be exercised in cash to purchase 5% (calculated after giving effect to such issuance to Pro-Dex) of the types, series and classes of securities issued during such period at a price equal to the total gross proceeds received over the such period divided by the number of securities issued during that same period on terms at least as favorable to Pro-Dex as the most favorable terms pursuant to which any such securities are acquired by any investor during such period (each, a “Coverage Warrant”). Each Coverage Warrant will be issued to Pro-Dex within ten (10)

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|  | business day after the last day of the applicable period, will have a term of six (6) months from the date of issuance and, unless otherwise agreed to in writing by Pro-Dex in its sole and absolute discretion, will have other provisions consistent with the provisions of the Warrants. Pro-Dex’s rights in this regard will expire on December 31, 2025 and will apply to all Warrant Coverage issuances conducted from time to time, and at any time, by Monogram prior to that date.

| ● | Piggyback Rights. Monogram agreed to grant Pro-Dex piggyback registration rights for all Monogram securities from time to time owned by Pro-Dex on terms at least as favorable to Pro-Dex as Monogram may at any time grant piggyback (or equivalent) registration rights to any other holder of Monogram securities.

Under the Purchase Agreement with BRPC II, we sold 207,200 shares of Common Stock for gross proceeds of $726,286 during 2023.

Indebtedness

​

As of December 31, 2024, the Company had $1.7 million in total liabilities, primarily comprised of accounts payable of $1.2 million, which decreased from $2.5 million as of December 31, 2023. By reducing our R&D spend in 2024, our accounts payable was reduced as well. The remainder was comprised of accrued expenses and the present value of the Company’s operating lease payment commitments.

Commitments and Contingencies

​

Under the Company’s licensing agreement with Mount Sinai, the Company has an obligation to make certain payments to Mount Sinai as a result of reaching certain milestones in the development and sales of the product, and for significant events related to the Company. One of these milestones requires, if at the time of completion of a “Significant Transaction” the Company has a valuation greater than $150 million, the Company to transfer to Mount Sinai consideration equal to 1% of the fair market value of Company at the time of completion of the Significant Transaction.

​

The Company has been in discussions with Mount Sinai as to whether becoming publicly traded on Nasdaq in May 2023 without undertaking a traditional initial public offering constituted a “Significant Transaction” under the Licensing Agreement. It has been the Company’s position that no Significant Transaction occurred, but there is no guarantee the Company and Mount Sinai will come to a consensus on this point and, if no agreement is reached, litigation could result. At December 31, 2024 and through the date of this Annual Report, the Company believes it is probable it will be obligated to transfer consideration to Mount Sinai to settle this matter and terminate the Licensing Agreement. Though discussions are still in their very early stages, the Company estimates $1.5 million to be a reasonable estimate of its contingent obligation in this matter and has recorded a liability for this amount, with a corresponding charge to other expenses, in its financial statements as of and for the year ended December 31, 2024.

​

Cash Flows

​

The following table sets forth our cash flows for the periods indicated (dollar amounts in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the year ended
​ | ​ | December 31,
​ |  | 2024 |  | 2023
Cash used in operating activities |  | $ | (13,968) |  | $ | (13,543)
Cash used in investing activities | ​ | $ | (84) | ​ | $ | (65)
Cash provided by financing activities | ​ | $ | 16,121 | ​ | $ | 16,728

​

Operating Activities

For the year ended December 31, 2024, of the $16.3 million in net loss, there were various non-cash adjustments that were added back to the net loss to arrive at $14.0 million in cash used in operating activities. These primarily included adjustments for non-cash expenses and losses related to a $1.2 million charge for stock-based compensation, a $1.5 million accrual for the Mount Sinai contingent settlement liability, and a $430,000 charge for depreciation and amortization. In addition, cash used in operating activities was increased by a $1.3 million decrease in accounts payable, and partially offset by a $46,000 decrease in prepaid expenses and other current assets, and a reduction in accounts receivable of $365,000.

For the year ended December 31, 2023, of the $13.7 million in net loss, there were various non-cash adjustments that were added back to the net loss to arrive at $13.5 million in cash used in operating activities. These primarily included adjustments for non-cash expenses

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and losses related to a $3.1 million increase in the fair value of the warrant liability, a $1.6 million charge for stock-based compensation, and a $412,000 charge for depreciation and amortization. In addition, cash used in operating activities was increased by a $1.8 million increase in accounts payable and $270,000 decrease in prepaid expenses and other current assets, partially offset by a $365,000 increase in accounts receivable and a $565,000 reduction in accrued liabilities.

Pro-Dex Supply Agreement

​

On October 3, 2023, the Company entered into a supply agreement (the “Supply Agreement”) with Pro-Dex, Inc., a Colorado corporation (“Pro-Dex”).

As previously disclosed in the Company’s Registration Statement on Form S-1 filed with the SEC on August 28, 2023 (and declared effective on September 7, 2023), on December 20, 2018, the Company entered into a development and supply agreement with Pro-Dex, whereby Pro-Dex and the Company agreed, subject to certain conditions, to negotiate and endeavor to enter into a future, definitive agreement through which Pro-Dex would develop and supply end-effectors, gearing, and saws, and other surgical products to Monogram. The Supply Agreement represents the definitive agreement between Pro-Dex and the Company as a result of these negotiations.

Pursuant to the Supply Agreement, the Company and Pro-Dex agreed that, during the term of the Supply Agreement, the Company will exclusively purchase from Pro-Dex, and Pro-Dex will manufacture and sell to the Company, supply end-effectors, gearing, and saws, and other surgical products at purchase prices set forth in the Supply Agreement.

The initial term of the Supply Agreement commences on October 3, 2023 and continues for an initial period of fifteen (15) years from the date of Pro-Dex’s delivery to the Company of at least ten (10) production units of end effectors that are fully developed and validated as reasonably agreed to between the Company and Pro-Dex. Upon expiration of the initial term, the Supply Agreement will automatically renew for additional successive two (2) year terms unless either party has provided written notice of non-renewal to the other party at least two (2) years prior to the end of the then-current term.

Pro-Dex may terminate the Supply Agreement by providing written notice to the Company if the Company fails to pay any amount when due under the Supply Agreement and fails to cure such failure within 30 business days after the Company’s receipt of written notice of such breach. Additionally, Pro-Dex may terminate the Supply Agreement at any time in Pro-Dex’s sole and absolute discretion upon providing the Company at least 120 days advance written notice of termination.

The Company may terminate the Supply Agreement if any Purchase Order under the Supply Agreement remains unfulfilled by Pro-Dex for six (6) months after the requested delivery date, unless such delay is the result of factors reasonably outside of Pro-Dex’s control. Additionally, the Company may terminate the Supply Agreement if during any consecutive twelve (12) month period Pro-Dex fails to fulfill more than three (3) separate purchase orders by the requested delivery date, unless such delay is the result of factors reasonably outside of Pro-Dex’s control.

Either party may terminate the Supply Agreement if the other party (a) is in material breach of any representation or warranty under the Supply Agreement that cannot be cured or, if the breach can be cured, it is not cured by within a commercially reasonable period of time; (b) becomes insolvent or files for bankruptcy; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

If the Supply Agreement is terminated, the Company will pay to Pro-Dex all amounts due to Pro-Dex for supplied products under the Supply Agreement, as well as any out-of-pocket costs and expenses (including raw materials, machinery and equipment purchases) incurred by Pro-Dex prior to the date such termination is effective that arise from or relate to the Supply Agreement.

Rick Van Kirk, a member of our Company’s Board of Directors, is the Chief Executive Officer of Pro-Dex, Inc.

The Supply Agreement contains a number of other rights, representations and warranties that are customary for medical device supply agreements. The foregoing description of the Supply Agreement is qualified by reference to the Supply Agreement itself, a copy of which is filed an exhibit to this Form 10-K.

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Investing Activities

For the year ended December 31, 2024 and 2023, cash used in investing activities was comprised entirely of equipment purchases.

Financing Activities

For the year ended December 31, 2024, cash from financing activities resulted primarily from net proceeds of $11.1 million from our Series D Preferred Stock offering and $5.2 million of net proceeds related to sales of Common Stock under our Purchase Agreement and Sales Agreement.

For the year ended December 31, 2023, nearly all of the Company’s cash from financing activities resulted from $15.3 million of net proceeds related to the Company’s May 2023 Common Stock Offering. In addition, the Company received net proceeds of $147,000 from its Regulation A – Tier 2 offering of Series C Preferred Stock and $1.3 million from the exercise of warrants.

Impact of inflation

While inflation may impact our capital and operating expenditures, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future, including by heightened levels of inflation experienced globally as a consequence of the COVID-19 pandemic and recent geopolitical conflict.

Funding Requirements

We believe our existing cash and cash equivalents, including proceeds still available under our financing deals with B. Riley Principal Capital II, LLC and B. Riley Securities, will be sufficient to meet anticipated cash requirements for at least 12 months from the date of this Annual Report. However, our forecast of the period of time through which our financial resources will be adequate to support operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could expend capital resources sooner than we expect.

Future capital requirements will depend on many factors, including:

| ● | Establishing and maintaining supply relationships with third parties that can provide adequate, in both amount and quality, products and services to support our development;

| ● | Technological or manufacturing difficulties, design issues or other unforeseen matters;

| ● | Addressing any competing technological and market developments;

| ● | Seeking and obtaining regulatory approvals; and

| ● | Attracting, hiring, and retaining qualified personnel.

Until such time, if ever, as we can generate substantial revenues to support our cost structure, we expect to finance cash needs through a combination of equity offerings, debt financings, commercial and other similar arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of stockholders will be, or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through commercial agreements, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies and/or future revenue streams, or grant licenses on terms that may not be favorable to us and/or may reduce the value of our Common Stock. Also, our ability to raise necessary financing could be impacted by the COVID-19 pandemic, recent geopolitical events, and inflationary economic conditions and their effects on the market conditions. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our commercialization efforts or grant rights to develop and market other products even if we would otherwise prefer to develop and market these products ourselves or potentially discontinue operations.

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Critical Accounting Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, the income tax valuation allowance, and the Mount Sinai settlement contingency. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

​

Emerging Growth Company

As a Nasdaq listed public reporting company, we are required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies”, including but not limited to:

| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

| ● | taking advantage of extensions of time to comply with certain new or revised financial accounting standards;

| ● | being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

| ● | being exempt from the requirement to hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We may remain an “emerging growth company” for up to five years, beginning January 26, 2022, although if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of June 30th, before that time, we would cease to be an “emerging growth company” as of the following December 31st.

In summary, we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies” and therefore, our shareholders could receive less information than they might expect to receive from more mature public companies.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.

​

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Item 8. Financial Statements and Supplementary Data

MONOGRAM TECHNOLOGIES INC.

INDEX TO FINANCIAL STATEMENTS

​

​ |
​ | Page
Report of Independent Registered Public Accounting Firm | F-1
Balance Sheets as of December 31, 2024 and 2023 | F-2
Statements of Operations for the years ended December 31, 2024 and 2023 | F-3
Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023 | F-4
Statements of Cash Flows for the years ended December 31, 2024 and 2023 | F-5
Notes to Consolidated Financial Statements | F-6

​

​

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Monogram Technologies Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Monogram Technologies Inc. (“the Company”) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

​

​

​ | ​
| ​
Fruci & Associates II, PLLC – PCAOB ID #05525 | ​
We have served as the Company’s auditor since 2019. | ​
Spokane, Washington | ​
March 12, 2025 | ​
​ | ​

​

​

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MONOGRAM TECHNOLOGIES INC.

BALANCE SHEETS

(in thousands, except share and per share amounts)

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, |  | December 31,
​ | ​ | 2024 | ​ | 2023
Assets |  | ​ |  |  | ​ |
Current assets: |  | ​ |  |  | ​ |
Cash and cash equivalents | ​ | $ | 15,658 | ​ | $ | 13,589
Account receivable | ​ | ​ | – | ​ | ​ | 365
Prepaid expenses and other current assets | ​ |  | 625 | ​ |  | 664
Total current assets | ​ |  | 16,283 | ​ |  | 14,618
Equipment, net | ​ |  | 810 | ​ |  | 945
Intangible assets, net | ​ |  | 339 | ​ |  | 549
Operating lease right-of-use assets | ​ |  | 338 | ​ |  | 467
Total assets | ​ | $ | 17,770 | ​ | $ | 16,579
Liabilities and Stockholders’ Equity | ​ |  | ​ | ​ |  | ​
Current liabilities: | ​ |  | ​ | ​ |  | ​
Accounts payable | ​ | $ | 1,174 | ​ | $ | 2,463
Accrued liabilities | ​ |  | 229 | ​ |  | 228
Operating lease liabilities, current | ​ |  | 138 | ​ |  | 128
Total current liabilities | ​ |  | 1,541 | ​ |  | 2,819
Operating lease liabilities, non-current | ​ |  | 226 | ​ |  | 364
Other liability | ​ | ​ | 1,500 | ​ | ​ | —
Total liabilities | ​ |  | 3,267 | ​ |  | 3,183
Commitments and contingencies | ​ |  | — | ​ |  | —
Stockholders’ equity: | ​ |  |  | ​ |  |
Series D Preferred Stock, $0.0001 par value; 6,000,000 shares authorized; 4,361,249 and 0 shares issued and outstanding at December 31, 2024 and 2023, respectively; aggregate liquidation preference of $9,812 and $0 at December 31, 2024 and 2023, respectively | ​ |  | 4 | ​ |  | —
Common stock, $.001 par value; 90,000,000 shares authorized; 35,167,673 and 31,338,391 shares issued and outstanding at December 31, 2024 and 2023, respectively | ​ |  | 35 | ​ |  | 31
Additional paid-in capital | ​ |  | 82,452 | ​ |  | 64,874
Accumulated deficit | ​ |  | (67,988) | ​ |  | (51,509)
Total stockholders’ equity | ​ |  | 14,503 | ​ |  | 13,396
Total liabilities and stockholders’ equity | ​ | $ | 17,770 | ​ | $ | 16,579

​

The accompanying notes are an integral part of these financial statements.

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MONOGRAM TECHNOLOGIES INC.

STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Years Ended
​ | ​ | December 31, | ​ | December 31,
​ | ​ | 2024 | ​ | 2023
Revenue |  | $ | — |  | $ | 365
Operating expenses: | ​ |  |  | ​ |  | ​
Research and development | ​ |  | 8,790 | ​ |  | 10,586
Marketing and advertising | ​ |  | 2,108 | ​ |  | 2,994
General and administrative | ​ |  | 4,412 | ​ |  | 4,053
Total operating expenses | ​ |  | 15,310 | ​ |  | 17,633
Loss from operations | ​ |  | (15,310) | ​ |  | (17,268)
Other income: | ​ |  | ​ | ​ |  | ​
Interest income | ​ | ​ | 526 | ​ | ​ | 478
Other expenses, net | ​ | ​ | (1,544) | ​ | ​ | (44)
Change in fair value of warrant liability | ​ |  | — | ​ |  | 3,089
Total other income (expense), net | ​ |  | (1,018) | ​ |  | 3,523
Net loss before taxes | ​ |  | (16,328) | ​ |  | (13,745)
Income taxes | ​ |  | — | ​ |  | —
Net loss | ​ | ​ | (16,328) | ​ | ​ | (13,745)
Less: dividends declared for preferred shareholders | ​ | ​ | (151) | ​ | ​ | —
Net loss allocable to common shareholders | ​ | $ | (16,479) | ​ | $ | (13,745)
Basic and diluted loss per common share | ​ | $ | (0.51) | ​ | $ | (0.61)
Weighted-average number of basic and diluted shares outstanding | ​ |  | 32,571,470 | ​ |  | 22,409,222

​

The accompanying notes are an integral part of these financial statements.

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MONOGRAM TECHNOLOGIES INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Series A | ​ | Series B | ​ | Series C | ​ | Series D | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total
​ | ​ | Preferred Stock | ​ | Preferred Stock | ​ | Preferred Stock | ​ | Preferred Stock | ​ | Common Stock | ​ | Additional | ​ | Accumulated | ​ | Stockholders'
​ |  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Paid-in Capital |  | Deficit |  | Equity
Balance as of January 1, 2023 |  | 4,897,553 | ​ | $ | 5 |  | 3,195,667 | ​ | $ | 3 |  | 438,367 | ​ | $ | 0 | ​ | — | ​ | $ | — |  | 9,673,870 | ​ | $ | 10 | ​ | $ | 41,894 | ​ | $ | (37,763) | ​ | $ | 4,149
Issuances of Class C Preferred Stock, net of costs |  | — | ​ |  | — |  | — | ​ |  | — |  | 21,088 | ​ |  | 0 | ​ | — | ​ | ​ | — |  | — | ​ |  | — | ​ |  | 147 | ​ |  | — | ​ |  | 147
Conversions of preferred stock into common stock | ​ | (4,897,553) | ​ | ​ | (5) | ​ | (3,195,667) | ​ | ​ | (3) | ​ | (459,455) | ​ | ​ | (0) | ​ | — | ​ | ​ | — | ​ | 17,105,214 | ​ | ​ | 17 | ​ | ​ | (9) | ​ | ​ | — | ​ | ​ | —
Issuances of common stock for cash, net of costs |  | — | ​ |  | — |  | — | ​ |  | — |  | — | ​ |  | — | ​ | — | ​ | ​ | — |  | 2,627,061 | ​ |  | 3 | ​ |  | 15,474 | ​ |  | — | ​ |  | 15,477
Issuances of common stock for services |  | — | ​ |  | — |  | — | ​ |  | — |  | — | ​ |  | — | ​ | — | ​ | ​ | — |  | 24,858 | ​ |  | 0 | ​ |  | 55 | ​ |  | — | ​ |  | 55
Vesting of common stock from services performed |  | — | ​ | ​ | — |  | — | ​ | ​ | — |  | — | ​ | ​ | — | ​ | — | ​ | ​ | — |  | — | ​ | ​ | — | ​ | ​ | 75 | ​ | ​ | — | ​ | ​ | 75
Exercises of stock warrants | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | 1,907,388 | ​ | ​ | 2 | ​ | ​ | 5,679 | ​ | ​ | — | ​ | ​ | 5,681
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 1,559 | ​ | ​ | — | ​ | ​ | 1,559
Net loss | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (13,745) | ​ | ​ | (13,745)
Balance as of December 31, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | 31,338,391 | ​ | ​ | 31 | ​ | ​ | 64,874 | ​ | ​ | (51,509) | ​ | ​ | 13,396
Issuances of Class D Preferred Stock, net of issuance costs | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | 5,773,979 | ​ | ​ | 5 | ​ | — | ​ | ​ | — | ​ | ​ | 11,125 | ​ | ​ | — | ​ | ​ | 11,130
Conversions of Class D Preferred Stock to Common Stock | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | (1,412,730) | ​ | ​ | (1) | ​ | 1,412,730 | ​ | ​ | 1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Vesting of Common Stock from services performed | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 50 | ​ | ​ | — | ​ | ​ | 50
Issuance of Common Stock for cash, net of issuance costs | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | 2,158,316 | ​ | ​ | 2 | ​ | ​ | 5,189 | ​ | ​ | — | ​ | ​ | 5,191
Issuance of Common Stock upon cashless warrant exercise | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | 246,458 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Class D Preferred Stock dividends declared | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (151) | ​ | ​ | (151)
Issuance of Common Stock to settle Class D Preferred Stock dividends | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | 57,030 | ​ | ​ | — | ​ | ​ | 151 | ​ | ​ | — | ​ | ​ | 151
Common Stock repurchased | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | (45,252) | ​ | ​ | — | ​ | ​ | (111) | ​ | ​ | — | ​ | ​ | (111)
Stock-based compensation | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 1,174 | ​ | ​ | — | ​ | ​ | 1,174
Net loss | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (16,328) | ​ | ​ | (16,328)
Balance as of December 31, 2024 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | — | ​ | — | ​ | $ | — | ​ | 4,361,249 | ​ | $ | 4 | ​ | 35,167,673 | ​ | $ | 35 | ​ | $ | 82,452 | ​ | $ | (67,988) | ​ | $ | 14,503

​

The accompanying notes are an integral part of these financial statements.

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MONOGRAM TECHNOLOGIES INC.

STATEMENTS OF CASH FLOWS

(in thousands)

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Years Ended
​ | ​ | December 31, | ​ | December 31,
​ |  | 2024 |  | 2023
Operating activities: | ​ |  | ​ | ​ |  | ​
Net loss | ​ | $ | (16,328) | ​ | $ | (13,745)
Adjustments to reconcile net loss to net cash used in operating activities: | ​ |  | ​ | ​ |  | ​
Stock-based compensation | ​ |  | 1,174 | ​ |  | 1,559
Accrual for contingent settlement liability | ​ | ​ | 1,500 | ​ | ​ | —
Other expenses settled with stock issuances | ​ | ​ | 50 | ​ | ​ | 130
Loss from change in fair value of common stock make-whole obligation | ​ | ​ | 45 | ​ | ​ | 44
Depreciation and amortization | ​ |  | 430 | ​ |  | 412
Change in fair value of warrant liability | ​ |  | — | ​ |  | (3,089)
Changes in non-cash working capital balances: | ​ |  | ​ | ​ |  | ​
Account receivable | ​ | ​ | 365 | ​ | ​ | (365)
Prepaid expenses and other current assets | ​ |  | 39 | ​ |  | 270
Accounts payable | ​ |  | (1,289) | ​ |  | 1,799
Accrued liabilities | ​ |  | 46 | ​ |  | (565)
Operating lease assets and liabilities, net | ​ |  | — | ​ |  | 7
Cash used in operating activities | ​ |  | (13,968) | ​ |  | (13,543)
Investing activities: | ​ |  | ​ | ​ |  | ​
Purchases of equipment | ​ |  | (84) | ​ |  | (65)
Cash used in investing activities | ​ |  | (84) | ​ |  | (65)
Financing activities: | ​ |  | ​ | ​ |  | ​
Proceeds from issuances of Common Stock, net | ​ |  | 5,191 | ​ |  | 15,331
Repurchases of Common Stock | ​ |  | (200) | ​ |  | —
Proceeds from issuances of Series C Preferred Stock, net | ​ | ​ | — | ​ | ​ | 147
Proceeds from issuances of Series D Preferred Stock, net | ​ | ​ | 11,130 | ​ | ​ | —
Proceeds from warrant exercise | ​ | ​ | — | ​ | ​ | 1,250
Cash provided by financing activities | ​ |  | 16,121 | ​ |  | 16,728
Increase in cash and cash equivalents during the year | ​ |  | 2,069 | ​ |  | 3,120
Cash and cash equivalents, beginning of the year | ​ |  | 13,589 | ​ |  | 10,469
Cash and cash equivalents, end of the year | ​ | $ | 15,658 | ​ | $ | 13,589
​ | ​ | ​ | ​ | ​ | ​ | ​
Non-cash investing and financing activities: | ​ | ​ | ​ | ​ | ​ | ​
Series D Preferred Stock dividends settled through issuance of Common Stock | ​ | $ | 151 | ​ | $ | —
Issuance costs related to Common Stock Purchase Agreement settled through issuance of Common Stock | ​ | $ | — | ​ | $ | 248
Cashless exercise of warrant | ​ | $ | — | ​ | $ | 926

​

The accompanying notes are an integral part of these financial statements.

​

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MONOGRAM TECHNOLOGIES INC.

NOTES TO FINANCIAL STATEMENTS

1. | Description of Business and Summary of Accounting Principles

Monogram Technologies Inc. (“Monogram” or the “Company”), was incorporated in the state of Delaware on April 21, 2016. On May 15, 2024, the Company changed its name from “Monogram Orthopaedics Inc.” to “Monogram Technologies Inc.”. Monogram is an AI-driven robotics company focused on improving human health, with an initial focus on orthopedic surgery. The Company is developing a next-generation autonomous (also “active”) surgical robot to enable placement of patient optimized orthopedic implants, aiming to leverage advanced machine vision, augmented reality and machine learning (“AI”). The Company’s AI capabilities are largely developed internally using static datasets, while certain R&D efforts integrate externally sourced AI to complement its proprietary technology. The Company has a robot prototype that can autonomously execute specialized paths for high precision insertion of implants in simulated cadaveric surgeries. Monogram intends to produce and market robotic surgical equipment and related software, orthopaedic implants, tissue ablation tools, navigation consumables, and other miscellaneous instrumentation necessary for reconstructive joint replacement procedures.

The Company has obtained 510(k) clearances for certain implants and has made 510(k) premarket notification submissions but has not yet obtained 510(k) premarket clearances for any of robotic products. U.S. Food and Drug Administration (FDA) 510(k) premarket clearance is required to market our robotic products, and the Company cannot estimate the timing, or assure our ability, to obtain such clearances.

Basis of Presentation

The financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain reclassifications to prior year financial statements have been made to conform with the current year presentation.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, the income tax valuation allowance, and the Mount Sinai settlement contingency described in Note 11. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company may maintain cash balances that exceed federally insured limits.

Account Receivable

At December 31, 2023, the Company had one account receivable related to the sale of a single unit of robotic surgical equipment. This receivable was uncollateralized and recorded at its original cost. The Company estimated the expected credit loss associated with this single receivable approximated $0 and therefore, the allowance for expected credit losses was $0 at December 31, 2023. In early 2024, the Company collected the full balance due from this customer.

Equipment

Equipment expenditures, including purchased software, are recorded at cost. Costs which extend the useful lives or increase the productivity of an asset are capitalized, while normal repairs and maintenance that do not extend the useful life or increase the productivity of an asset are expensed as incurred. Equipment, including the Company’s robotic equipment, and purchased software are depreciated on a straight-line basis over the five-year estimated useful life of these assets.

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Leases

Operating lease right of use assets represent a right for the Company to use underlying assets during the term of its leases. Operating lease liabilities represent the Company’s obligations to make lease payments under its lease agreements. On the commencement date of a lease, the Company recognizes an operating lease right of use asset and corresponding liability at amounts equal to the present value of the future lease payments. To calculate present value, the Company applied a risk-free discount rate, determined on the date the lease commenced using a period comparable with that of the lease term, that materially approximated the Company’s estimated incremental borrowing rate. Operating lease expense is recognized on a straight-line basis over the lease term.

The Company does not recognize a right of use asset or corresponding lease liability for any lease that, at the commencement date, has a term of 12 months or less and does not include an option to renew the lease or purchase the underlying asset that the Company is reasonably certain to exercise. Instead, the total cash payments due under a short-term lease are expensed on a straight-line basis over the term of the lease.

Long-Lived Assets

Long-lived assets, such as equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is determined to not be recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount exceeds its fair value. The Company did not experience any impairment of its long-lived assets in 2024 or 2023.

Revenue Recognition

Revenue is recognized when promised products and services are transferred to the customer. The amount of revenue recognized reflects both the fixed and variable consideration to which the Company expects to be entitled in exchange for these products and services. In general, the Company applies the following five-step model when evaluating the amount and timing of revenue recognition in its customer contracts:

Step 1 - Identify the contract(s) with a customer

Step 2 - Identify the performance obligations in the contract

Step 3 - Determine the transaction price

Step 4 - Allocate the transaction price to the performance obligations

Step 5 - Recognize revenue when (or as) performance obligations are satisfied

The Company has not yet begun its principal operations. Revenue recognized during the year ended December 31, 2023 related to the sale of a single unit of robotic surgical equipment that was recognized when control of the equipment was transferred to the customer. Since the Company originally expensed this equipment as research and development costs when it was built, no costs of goods sold were recognized when this equipment was sold in 2023.

Stock-based Compensation

The Company measures and records the expense related to stock-based compensation awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize the related stock-based compensation. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the fair value of stock awards. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, including the estimated fair value and price volatility of the Company’s common stock and the expected term of the option.

Marketing and Advertising Costs

Marketing and advertising costs are expensed as incurred.

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Research and Development Costs

Research and development costs primarily include salaries and benefits, including stock-based compensation charges, of employees performing research and development activities, as well as costs incurred by third-party contractors delivering research and development products and services to the Company. Research and development costs are expensed as incurred.

Included in research and development are costs incurred by the Company to develop software that will be an integral component of the Company’s robotic products. Because this software has not yet met the technological feasibility criteria in Accounting Standards Codification Topic 985-20, “Software - Costs of Software To Be Sold, Leased, or Marketed”, costs incurred by the Company to develop this software are expensed as incurred.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. A valuation allowance has been established to eliminate the Company’s deferred tax assets as it is more likely than not that none of the deferred tax assets will be realized.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. The Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure.

Earnings (Loss) Per Share

Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the years ended December 31, 2024 and 2023, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive:

​

​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023
Shares issuable upon conversion of Series D Preferred Stock |  | 4,361,249 |  | —
Shares issuable upon exercise of warrants |  | 5,773,979 |  | 547,944
Shares issuable upon exercise of stock options |  | 4,990,827 |  | 4,904,266
Total |  | 15,126,055 |  | 5,452,210

​

Segment Reporting

The Company has not yet begun generating revenue from its planned principal operations and operates as a single reportable segment. The chief operating decision maker is the Company’s chief executive officer who assesses performance based on total expenses, cash flows, and progress made in the Company’s ongoing development efforts. All of the Company’s long-lived assets are located in the United States.

​

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

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2.Going Concern Matters and Realization of Assets

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, incurred a net loss of $16.3 million during the year ended December 31, 2024, and has an accumulated deficit of $68.0 million as of December 31, 2024.

The Company’s ability to continue as a going concern in the next twelve months following the date these financial statements were available to be issued is dependent upon its ability to produce revenues, raise capital, and/or obtain other financing sufficient to meet current and future obligations. Management has evaluated these conditions and believes its current cash balances, plus the additional capital available under the Common Stock Purchase Agreement and At the Market Common Stock Offering described in Note 7, will be sufficient for the Company to satisfy its near-term capital needs and to continue as a going concern for a reasonable period.

3.Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures of financial instruments on a recurring basis.

Consistent with Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC 820”), assets and liabilities that are required to be recorded at fair value are done so at the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. When measuring fair value, and consistent with the fair value hierarchy in ASC 820, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs consistent with the following fair value hierarchy:

| ● | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

| ● | Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

| ● | Level 3 inputs are unobservable inputs for the asset or liability.

For assets and liabilities measured at fair value when there is limited or no observable market data, management applies judgment to estimate fair value and considers factors such as current pricing policy, the economic and competitive environment, the characteristics of the asset or liability, and other factors. The amounts estimated by management cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Inherent limitations in any such fair value calculation technique, including changes in discount rates, estimates of future cash flows, and other underlying assumptions, could significantly affect the results of current or future value.

As described further in Note 8, during 2023 the Company had a warrant liability that was measured and recognized at fair value on a recurring basis. The fair value of the warrant liability was measured using pricing models with no observable inputs and was therefore considered a Level 3 measurement within the fair value of hierarchy. The Company’s warrant liability was the only asset or liability measured under Level 3 of the fair value hierarchy.

​

4.Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following as of December 31, 2024 and 2023(in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023
Surgical implant inventory and robotic system parts | ​ | $ | 288 | ​ | $ | —
Deposits | ​ |  | 32 | ​ |  | —
Deferred issuance costs of Common Stock Purchase Agreement (see Note 8) | ​ |  | — | ​ |  | 146
Advance paid to vendor for supply development contract | ​ |  | — | ​ |  | 163
Others | ​ |  | 305 | ​ |  | 355
Prepaid expenses and other current assets | ​ | $ | 625 | ​ | $ | 664

​

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5.Equipment

Equipment, net consists of the following as of December 31, 2024 and 2023(in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023
Computer equipment | ​ | $ | 186 | ​ | $ | 147
Furniture | ​ |  | 33 | ​ |  | 33
Engineering equipment | ​ |  | 214 | ​ |  | 214
Medical equipment | ​ |  | 228 | ​ |  | 192
Robot equipment | ​ |  | 538 | ​ |  | 528
Software | ​ |  | 538 | ​ |  | 538
​ | ​ |  | 1,737 | ​ |  | 1,652
Accumulated depreciation | ​ |  | (927) | ​ |  | (707)
Equipment, net | ​ | $ | 810 | ​ | $ | 945

​

For the years ended December 31, 2024 and 2023, depreciation expense amounted to $220,000 and $202,000, respectively.

6.Intangible Assets

The Company has obtained licenses to various intellectual property expected to be used in connection with its robotic surgical orthopedic implant system and other products and systems to be developed in the future. The total costs of these licenses was $1.1 million and these are being amortized over their estimated useful lives of five to ten years. During each of 2024 and 2023, the Company recorded amortization expense of $210,000 related to these licenses. As of December 31, 2024 and 2023, the accumulated amortization on these intangible assets was $786,000 and $576,000, respectively.

7.Preferred and Common Stock

Initial Public Offering

On May 16, 2023, the Company completed an offering pursuant to Tier 2 of Regulation A, in which it raised $15.3 million, net of issuance costs of $2.0 million, from the sale of 2,374,641 shares of Common Stock at a price of $7.25 per share. Subsequently, on May 17, 2023, the Company filed a Form 8-A in connection with the listing of its Common Stock on Nasdaq, which was declared effective on the same date. At that time, each outstanding share of Series A, Series B, and Series C Preferred Stock was converted into two shares of Common Stock of the Company.

Common Stock Issued for Services

During May 2023, the Company entered into a consulting arrangement with a vendor under which the Company issued 20,689 shares of restricted Common Stock that vest on a monthly basis over a term of 12 months. The estimated fair value of these shares was $150,000 on the date of grant and was being recognized as a component of general and administrative expenses on a straight-line basis over the 12-month vesting term. In August 2023, the Company issued 4,137 shares of Common Stock with a value of $30,000 to a vendor in exchange for legal services.

Common Stock Purchase Agreement

On July 19, 2023, the Company entered into a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) and a Registration Rights Agreement with B. Riley Principal Capital, II LLC (the “BRPC II”), pursuant to which the Company has the right to sell to BRPC II up to $20.0 million in shares of Common Stock (the “Committed Equity Shares”), subject to certain limitations and the satisfaction of specified conditions in the Common Stock Purchase Agreement, from time to time over the 24-month period commencing upon the initial satisfaction of the conditions to the BRPC II’s purchase obligations set forth in the Common Stock Purchase Agreement. Sales of Common Stock pursuant to the Common Stock Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and it is under no obligation to sell any securities to BRPC II. As of December 31, 2024, the Company had raised gross proceeds of $961,245 from the sale of 292,726 shares under the Common Stock Purchase Agreement.

As consideration for BRPC II’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued 45,252 shares of Common Stock to BRPC II (the “Commitment Shares”). Under the terms of the Common Stock Purchase Agreement, if the aggregate proceeds received by BPRC II from its resale of the Commitment Shares was less than $200,000, the Company would pay

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the difference between $200,000 and the aggregate proceeds received by BPRC II from its resale of the Commitment Shares (the “make-whole obligation”).

In December 2024, the Company purchased the Commitment Shares from BPRC II for $200,000. During 2024 and 2023, the Company recognized losses of $45,000 and $44,000, respectively, from changes in the fair value of the make-whole provision that were classified as a component of interest income and other, net, in the accompanying statement of operations. At December 31, 2023, the Company’s make-whole obligation was $44,000 and was recorded as a component of accrued expenses in the accompanying balance sheet.

Series A, Series B, Series C and Series D Preferred Stock

On May 17, 2023, the Company filed a Form 8-A in connection with the listing of its Common Stock on Nasdaq, which was declared effective on the same date. At that time, each outstanding share of Series A, Series B, and Series C Preferred Stock was converted into two shares of Common Stock of the Company. At December 31, 2024 and 2023, the Company had no shares of Series A, Series B, or Series C Preferred Stock outstanding.

Offering of Series D Preferred Stock

On July 9, 2024, the Company commenced a best efforts offering of up to 5,790,479 units at a price per unit of $2.25. Each unit consists of one share of Series D Preferred Stock and a warrant to purchase one share of Common Stock at an exercise price of $3.375 per share. The warrants are exercisable at any time during the period beginning 180 days after July 9, 2024 through and including July 8, 2025, unless redeemed earlier by the Company. At December 31, 2024, warrants exercisable into 5,773,979 shares of Common Stock issued in connection with this offering were outstanding.

Holders of Series D Preferred Stock are entitled to receive cumulative quarterly dividends, when and as declared by the Company’s Board of Directors, at a rate of 8.0% of the $2.25 liquidation preference per share. Dividends, at the Company’s discretion, may be paid in cash or in kind in the form of Common Stock. In October 2024, the Company’s Board of Directors declared a quarterly dividend of $151,000 to holders of record that was settled through the issuance of 57,030 shares of Common Stock.

Upon a liquidation, dissolution, or winding up of the Company, holders of Series D Preferred Stock will be entitled to receive a per share liquidation preference of $2.25 plus an amount equal to any accrued but unpaid dividends (whether or not declared).

Each share of Series D Preferred Stock is optionally convertible, at any time, into one share of Common Stock. Each share of Series D Preferred Stock will be mandatorily convertible into one share of Common Stock upon the occurrence of a change in control of the Company, 10 consecutive trading days of the Company’s Common Stock closing pricing being at or above $2.8125 per share, or the Company’s consummation of a firm commitment public offering of Common Stock for gross proceeds of at least $15 million at an offering price per share equal to or greater than $3.375.

The Company has the option (but is not required) to redeem the Series D Preferred Stock, in whole or in part, by paying a specified redemption price plus any accrued and unpaid dividends through the date of redemption. The redemption price is $4.50 per share up to and including the 180th day from the original issuance date, $3.9375 per share beginning on the 181st day after the original issuance date and until the third anniversary of the original issuance date, and $3.375 per share from and after the third anniversary of the original issuance date.

Holders of the Series D Preferred Stock generally will have no voting rights. However, if the Company does not pay dividends on any outstanding shares of Series D Preferred Stock for six or more quarterly dividend periods (whether or not declared or consecutive), holders of the Series D Preferred Stock (voting separately as a class with all other outstanding series of preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional directors to the Board of Directors to serve until all unpaid dividends have been fully paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of the Series D Preferred Stock cannot be made without the affirmative vote of holders of at least a majority of the outstanding shares of Series D Preferred Stock, voting as a separate class.

At the Market Common Stock Offering

On July 22, 2024, the Company entered into an agreement with B. Riley Securities, Inc. (the “Agent”) under which the Company may, from time to time, offer and sell shares of Common Stock through or to the Agent having an aggregate gross proceeds of up to $25 million. Each time the Company wishes to issue and sell common stock under the agreement, the Company will notify the Agent of the number or dollar value of shares to be issued, the time period during which such sales are requested to be made, any limitation on the number of shares that may be sold in one day, any minimum price below which sales may not be made and other sales parameters

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deemed appropriate. Once the Company has so instructed the Agent, unless the Agent declines to accept the terms of the notice, the Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The Agent is entitled to compensation at a fixed commission rate of up to 3.0% of the gross sales price per share sold. As of December 31, 2024, the Company had sold 2,072,790 shares of Common Stock for total gross proceeds of $5.3 million in connection with this offering.

Anti-Dilution Right of CEO

Benjamin Sexson, the Company’s Chief Executive Officer (“CEO”), is entitled to pre-emptive rights that permit him to preserve his vested equity position in the Company in the event of any additional issuances of Common Stock (or securities convertible into Common Stock), at a per-share price equal to the then current fair value, as reasonably determined by the Board.

​

8.Stock Warrants

Pro-Dex Warrants

On December 20, 2018, the Company issued a non-dilutive warrant to Pro-Dex, Inc. (“Pro-Dex”) that had an exercise price of $1,250,000 and was exercisable into shares of Common Stock equal to five percent (5%), calculated on a post-exercise basis, of the fully diluted capitalization of the Company, as of the date or dates of exercise.On October 6, 2023, Pro-Dex agreed to exercise the warrant and the Company received $1,250,000 in exchange for the issuance of 1,828,551 shares of Common Stock. The fair value of the warrant immediately prior to issuance was $3,504,233 and the resulting gain of $3,887,809 from the change in fair value during 2023 was recorded on the statement of operations.

As consideration for Pro-Dex agreeing to exercise this warrant, the Company agreed to issue Pro-Dex additional “Coverage Warrants”. Under the terms of the Coverage Warrants, if, (a) between October 2, 2023 and March 31, 2024 or (b) during the six month period between (i) April 1 and September 30 and (ii) October 1 and March 31 of each year thereafter, Monogram engages in or otherwise consummates an issuance of securities that results in Monogram receiving, or having the right to receive, gross proceeds of $5.0 million or more during such period, then Monogram will issue Pro-Dex a warrant to be exercised in cash to purchase 5% (calculated after giving effect to such issuance to Pro-Dex) of the types, series and classes of securities issued during such period at a price equal to the total gross proceeds received over such period divided by the number of securities issued during that same period (each, a “Coverage Warrant”). Each Coverage Warrant will have a term of six months from the date of issuance.

The gross proceeds received by the Company’s in its Series D Preferred Stock and Common Stock offerings during the period from April 1, 2024 to September 30, 2024 exceeded $5.0 million. Therefore, at December 31, 2024, the Company was obligated to issue Pro-Dex a warrant exercisable into 298,122 shares of Series D Preferred Stock at an exercise price of $2.25 per share and a warrant exercisable into 85,705 shares of Common Stock at an exercise price of $2.67. Because this warrant is considered a cost of the Company’s Series D Preferred Stock and Common Stock offerings, there was no impact on the statement of stockholders’ equity during the year ended December 31, 2024.

The Chief Executive Officer of Pro-Dex is a member of the Company’s Board of Directors.

Platform Vendor Warrant

In October 2020, the Company issued a warrant to a vendor in exchange for platform and technology services provided to the Company in connection with its offering of Series B Preferred Stock. On May 18, 2023, the holder executed a cashless exercise of the warrant and received 78,837 shares of the Company’s Common Stock, which represented the difference between the total warrant shares issuable at exercise and the 37,619 warrant shares withheld by the Company to satisfy the holder’s exercise price obligation. The fair value of this warrant immediately prior to issuance was $900,000 and the resulting loss of $800,000 from the change in fair value during 2023 was recorded on the statement of operations.

Other Warrant

In February 2019, the Company entered into a warrant agreement that provided the holder with the right to acquire $1 million worth of shares of the Company’s capital stock upon the occurrence of the Company raising $5 million in an equity financing. At December 31, 2023, this warrant was exercisable into 547,944 shares of Common Stock at a price of $1.83 per share. In two transactions during January and February 2024, this warrant was exercised by the holder in a cashless exercise under which the Company issued the holder a total of 246,458 shares of Common Stock and retained the remaining shares as settlement of the $1.83 per share exercise price of the warrant.

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9.Stock Options

The Company has adopted a stock option plan covering the issuance of up to 11,200,000 shares of Common Stock to qualified individuals. Options granted under this plan vest over four to seven years and expire ten years from the date of the grant. The following table summarizes stock option activity for the years ended December 31, 2024 and 2023:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Option |  | Weighted-Average | ​ | Weighted-Average
​ | ​ | Number of | ​ | Exercise | ​ | Remaining
​ |  | Shares |  | Price Per Share |  | Contractual Term
Options outstanding at January 1, 2023 |  | 4,851,666 | ​ | $ | 1.91 | ​ | ​ | 8.4
Granted |  | 113,500 | ​ | $ | 2.19 | ​ | ​ | —
Exercised |  | — | ​ | ​ | — | ​ | ​ | —
Canceled |  | (60,900) | ​ | $ | 0.78 | ​ | ​ | —
Options outstanding at December 31, 2023 |  | 4,904,266 | ​ | $ | 1.93 | ​ | ​ | 7.5
Granted | ​ | 973,000 | ​ | $ | 2.09 | ​ | ​ | —
Exercised | ​ | — | ​ | ​ | — | ​ | ​ | —
Canceled | ​ | (886,439) | ​ | $ | 3.36 | ​ | ​ | —
Options outstanding at December 31, 2024 | ​ | 4,990,827 | ​ | $ | 1.71 | ​ | ​ | 7.0
Options exercisable at December 31, 2024 |  | 2,894,417 | ​ | $ | 1.58 | ​ | ​ | 5.8

​

Stock-based compensation expense related to stock option grants was $1.2 million and $1.6 million for the years ended December 31, 2024 and 2023, respectively. Unrecognized stock-based compensation expense of $5.1 million at December 31, 2024 will be recognized in future periods as the related stock options continue to vest over a weighted-average period of 2.74 years. The aggregate intrinsic value of all outstanding stock options was $3.5 million at December 31, 2024. The aggregate intrinsic value of exercisable stock options was $2.4 million at December 31, 2024.

On July 1, 2024, the Company offered each holder of previously issued stock options a one-time, 45-day choice to void the holder’s previously issued stock option grant or grants and receive a replacement stock option grant exercisable into an equivalent number of shares of Common Stock at a reduced exercise price of $2.02 per share. In total, the Company issued replacement stock option grants exercisable into 797,500 shares of Common Stock. The Company accounted for the issuance of the replacement stock option grants as a repricing and accordingly, the difference between the fair value of the replacement stock option on July 1, 2024 and the fair value of the previously issued stock options on July 1, 2024 will be recognized over the vesting term of the replacement stock option. Provided the holder continues to have a service relationship with the Company at each vesting date, the replacement stock options grants have a vesting schedule as follows: 25% vest and become exercisable after one year and the remaining 75% vest and become exercisable in twelve equal 6-month installments over the six-year period thereafter.

Stock-based compensation included in research and development, marketing and advertising, and general and administrative expenses was as follows for the years ended December 31, 2024 and 2023 (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023
Research and development | ​ | $ | 701 | ​ | $ | 847
Marketing and advertising | ​ |  | 12 | ​ |  | 18
General and administrative | ​ |  | 460 | ​ |  | 694
Total stock-based compensation expense | ​ | $ | 1,173 | ​ | $ | 1,559

​

The weighted average grant-date fair values of stock options granted in 2024 and 2023 was $1.33 and $4.76, respectively, and were estimated using a Black-Scholes valuation model with the following assumptions:

​

​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023 |
Expected term |  | 6.83 | years | 6.72 | years
Volatility |  | 26.31 | % | 26.05 | %
Dividend rate |  | 0.0 | % | 0.0 | %
Discount rate |  | 4.32 | % | 3.56 | %

​

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10.Income Taxes

Due to the net losses incurred by the Company, no income tax expense (in thousands) was recorded for the years ended December 31, 2024 and 2023.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 were as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023
Deferred tax assets, net: |  | ​ |  |  | ​ |
Net operating loss carryforwards and tax credits | ​ | $ | 7,498 | ​ | $ | 7,487
Stock-based compensation | ​ |  | 512 | ​ |  | 527
Accrued expenses | ​ |  | 347 | ​ |  | 29
Operating lease right-of-use asset | ​ | ​ | (71) | ​ | ​ | (98)
Operating lease liability | ​ | ​ | 76 | ​ | ​ | 103
Fixed assets | ​ | ​ | (149) | ​ | ​ | (114)
Intangible assets | ​ | ​ | 2 | ​ | ​ | 2
Capitalized Section 174 research and experimental costs | ​ | ​ | 3,865 | ​ | ​ | 1,110
Valuation allowance | ​ | ​ | (12,080) | ​ | ​ | (9,046)
Net deferred assets | ​ | $ | — | ​ | $ | —

​

Given the significant uncertainty of future utilization of taxable benefits from the Company’s net operating losses, a full valuation allowance has been recorded, resulting in a net increase in the valuation allowance of $3.0 million during the year ended December 31, 2024.

The following is a reconciliation of the tax provisions for the years ended December 31, 2024 and 2023 with the statutory Federal income tax rates:

​

​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Percentage of Pre-Tax Income |
​ |  | 2024 |  | 2023 |
Statutory Federal income tax rate |  | 21.0 | % | 21.0 | %
Loss generating no tax benefit |  | (21.0) |  | (21.0) | ​
Effective tax rate |  | — |  | — | ​

​

The Company did not have any material unrecognized tax benefits as of December 31, 2024 and 2023 and does not expect its unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company incurred no interest or penalties relating to unrecognized tax benefits during the years ended December 31, 2024 and 2023.

The Company is subject to U.S. federal income tax, as well as taxes by various state jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the years ending December 31, 2020 through 2024.

At December 31, 2024, the Company had net operating loss carryforwards for Federal income tax purposes of approximately $35.1 million, of which $700,000 will expire through 2037 and $34.4 million have an indefinite life. Utilization of the net operating losses may be subject to annual limitations provided by Section 382 of the Internal Revenue Code and similar State provisions.

During the years ended December 31, 2024 and 2023, the Company recognized research and development payroll tax credits of approximately $0 and $109,000, respectively. Such amounts were recorded as a reduction of research and development expenses on the accompanying statements of operations.

11.Commitments and Contingencies

Under the Company’s Exclusive License Agreement with the Icahn School of Medicine at Mount Sinai (“Mount Sinai”), the Company has an obligation to make certain payments to Mt. Sinai as a result of reaching certain milestones in the development and sales of the product, and for significant events related to the Company. One of these milestones requires, if at the time of completion of a “Significant Transaction” the Company has a valuation greater than $150 million, the Company to transfer to Mount Sinai consideration equal to 1% of the fair market value of Company at the time of completion of the Significant Transaction.

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The Company has been in discussions with Mount Sinai as to whether becoming publicly traded on Nasdaq in May 2023 without undertaking a traditional initial public offering constituted a “Significant Transaction” under the Licensing Agreement. It has been the Company’s position that no Significant Transaction occurred, but there is no guarantee the Company and Mount Sinai will come to a consensus on this point and, if no agreement is reached, litigation could result. At December 31, 2024 and through the date of this Annual Report, the Company believes it is probable it will be obligated to transfer consideration to Mount Sinai to settle this matter and terminate the Licensing Agreement. Though discussions are still in their very early stages, the Company estimates $1.5 million to be a reasonable estimate of its contingent obligation in this matter and has recorded a liability for this amount, with a corresponding charge to other expenses, in its financial statements as of and for the year ended December 31, 2024.

Litigation

The Company accrues for loss contingencies associated with outstanding litigation, claims and assessments for which management has determined it is probable that a loss contingency exists and the amount of loss can be reasonably estimated. Costs for professional services associated with litigation claims are expensed as incurred. As of December 31, 2024 and 2023, the Company has not incurred or accrued any amounts for litigation matters.

Leases

The Company entered into a lease for its headquarters in February 2020 and executed an amendment to expand these premises in March 2022. The terms of both the original lease and amendment expire in June 2027.

The following table summarizes additional information related to the Company’s accounting for operating leases for the years ended December 31 (dollar amounts in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2024 |  | 2023 |
Total operating lease expense | ​ | $ | 136 | ​ | $ | 141 | ​
Cash paid related to operating lease liabilities | ​ | $ | 140 | ​ | $ | 134 | ​
Weighted-average remaining lease term | ​ |  | 2.50 | years |  | 3.50 | years
Weighted-average discount rate used to determine operating lease liabilities | ​ |  | 2.78 | % |  | 2.78 | %

​

Future minimum lease payments due under noncancelable operating leases as of December 31, 2024, are as follows (in thousands):

​ | ​ | ​ | ​
2025 | ​ | $ | 146
2026 | ​ |  | 152
2027 | ​ |  | 78
Total minimum lease payments | ​ |  | 376
Less: amounts representing interest | ​ |  | (12)
Present value of operating lease liabilities | ​ | $ | 364

​

​

12.Subsequent Events

On January 14, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.04 per share of the Series D Preferred Stock that was settled through the issuance of 82,028 shares of Common Stock on January 15, 2025.

The Company evaluated subsequent events through March 12, 2025, the date these financial statements were issued, for events that should be recorded or disclosed in the financial statements for the year ended December 31, 2024. The Company concluded that no other events have occurred that would require recognition or disclosure in the financial statements.

​

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Based upon their evaluation of these disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the Company’s assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

Change in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 14, 2024, the Company filed with the Delaware Secretary of State its Sixth Amended and Restated Certificate of Incorporation, following the approval of the Company’s board of directors and stockholders of the Sixth Amended and Restated Certificate of Incorporation. The Company has not yet received confirmation of acceptance of the Sixth Amended and Restated Certificate of Incorporation from the Delaware Secretary of State.

The Sixth Amended and Restated Certificate of Incorporation was previously described in the Company’s DEF 14A filed with the SEC on October 6, 2023, and had the effect of (i) eliminating all Series A, Series B, and Series C classes of Preferred Stock of the Company, leaving only a single authorized class of Preferred Stock, with 60,000,000 shares of Preferred Stock authorized; and (ii) to establishing a classified board of directors with three classes and staggered terms.

Additionally, on March 12, 2024, the Company’s board of directors approved and adopted Amended and Restated Bylaws of the Company, which, became effective as the bylaws of the Company on same date. The Amended and Restated Bylaws amended a number of provisions of the Company’s bylaws, including, but not limited to (i) reducing the quorum requirement for stockholder meetings of the Company from a majority to 1/3; and (ii) increasing the minimum number of shares required to call a special meeting of stockholders of the Company from 25% to 67% of the issued and outstanding shares entitled to vote..

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The foregoing descriptions of the Sixth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are qualified by reference to the text of these documents, filed as Exhibits 3.1 and 3.2 to this Annual Report on Form 10-K.

Insider Trading Arrangements

During the quarter ended December 31, 2024, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

Not applicable.

PART III

Items 10. Directors, Executive Officers and Corporate Governance

​ |  | ​ |  | ​ |  |  |
​ |  | ​ |  | ​ |  | Date Appointed |
​ | ​ | ​ | ​ | ​ | ​ | to | ​
​ | ​ | ​ | ​ | ​ | ​ | Current | ​
Name | ​ | Position | ​ | Age | ​ | Position | ​
Executive Officers | ​ | ​ | ​ | ​ | ​ | ​ | ​
Benjamin Sexson | ​ | Chief Executive Officer, President | ​ | 41 | ​ | April 2018 | ​
Noel Knape | ​ | Chief Financial Officer | ​ | 56 | ​ | January 2023 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Directors | ​ | ​ | ​ | ​ | ​ | ​ | ​
Benjamin Sexson | ​ | Director (Class III) | ​ | 41 | ​ | April 2018 | ​
Dr. Douglas Unis | ​ | Director (Class III) | ​ | 56 | ​ | April 2016 | ​
Rick Van Kirk* | ​ | Director (Class I) | ​ | 64 | ​ | April 2016 | ​
Colleen Gray* | ​ | Director (Class I) | ​ | 71 | ​ | November 2023 | ​
Paul Riss* | ​ | Director (Class II) | ​ | 69 | ​ | November 2022 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Significant Employees | ​ | ​ | ​ | ​ | ​ | ​ | ​
Kamran Shamaei, PhD | ​ | Chief Technology Officer | ​ | 42 | ​ | April 2021 | ​

*Independent Director

Directors

Delaware law permits a company to establish a classified board of directors in its certificate of incorporation approved by stockholders. The Sixth Amended and Restated Certificate of Incorporation includes such a classified board provision which provides that directors will be classified into three classes as nearly equal in number as possible. One class (Class I) would hold office initially for a term expiring at the 2024 annual meeting of stockholders; another class (Class II) would hold office initially for a term expiring at the 2025 annual meeting of stockholders; and another class (Class III) would hold office initially for a term expiring at the 2026 annual meeting of stockholders. At each annual meeting following this initial classification and election, the successors to the class of directors whose terms expire at that meeting would be elected for a term of office to expire at the third succeeding annual meeting after their election and until their successors have been duly elected and qualified.

Our officers are appointed by our board of directors and hold office until removed by the board. All officers will remain in office until their successors have been duly elected and qualified.

Set forth below is a brief description of the background and business experience of our current executive officers and directors.

Benjamin Sexson, CFA – Chief Executive Officer, President, and Director

​

Benjamin Sexson is the Chief Executive Officer, President, and a Director of Monogram Technologies, and has served in such capacities since he joined the Company in April 2018. Prior to joining Monogram, Mr. Sexson served as the Director of Business Development at

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Pro-Dex, Inc., one of the largest OEM manufacturers of Orthopaedic Robotic End-Effectors in the world, from October 2015 to April 2018. In his tenure at Pro-Dex, Mr. Sexson was responsible for helping support the development, management, and launch of the Company’s first ever custom proprietary product solution and successfully negotiating high margin distribution agreements with a major strategic partner. In addition, Mr. Sexson helped secure and negotiate two additional major development agreements and helped expand the Company’s addressable markets from powered surgical tools in CMF to Thoracic, Trauma, Spine and Extremities as well as other product applications. Mr. Sexson is a named inventor on multiple patent applications at Pro-Dex. Prior to joining Pro-Dex, Mr. Sexson started Brides & Hairpins, a successful B2B retail brand that currently supplies Nordstrom, Bloomingdales, Urban Outfitters. Prior to that, Mr. Sexson worked in various finance positions and is a CFA Charterholder. Mr. Sexson graduated with honors from Caltech with a Bachelor’s Degree in Mechanical Engineering in 2006.

​

Noel Knape, CPA, MBA – CFO

​

Mr. Knape has over 25 years of financial management experience leading financial departments in multinational publicly traded companies as well as developing and implementing financial control infrastructures for Private Equity backed companies in the initial stages of business. Before joining Monogram, he was CFO of ProFlex Technologies from September 2020 January 2023, a start-up technology company commercializing proprietary leak detection technology in the oil and gas transmission industry, where he has implemented and managed financial control and reporting functions, developed pricing and market entry strategies, and developed the pitch deck and valuation for negotiations with their strategic partner for future acquisition. He is still an advisor to Proflex Technologies. Prior to ProFlex, he was VP of Finance at Newpark Fluids Systems from January 2019 to April 2020, where he oversaw the restructure of the North American Operations to rationalize costs and led the development of the 5-year strategic plan. As VP Finance at MicroSeismic, Inc. from 2016 to 2019, he led the accounting and finance functions and managed investor and bank relations. As Americas Controller with Shawcor, he led the financial integration of several acquisitions, restructured the operations in Brazil, and implemented the Oracle ERP system. Mr. Knape has held several senior financial management positions internationally, including Country Controller, and Regional Controller with Weatherford International, Saxon Resources and Western Geophysical where he acted as the business partner of the operations manager and safeguarded the company assets. He is a board member of Kizer Energy, serving as head of the internal control and audit committee. He holds a Master of International Management from The American Graduate School of International Management (Thunderbird) and a CPA license issued by the Arizona Board of Accountancy. Mr. Knape is an avid alpine skier and outdoor enthusiast.

​

Dr. Douglas Unis – Founder and Director

​

Dr. Douglas Unis is a board certified orthopaedic surgeon specializing in adult reconstructive surgery and is the founder and Chief Medical Officer of Monogram Technologies, Inc. Dr. Unis founded Monogram Technologies in 2015, and has served as a Director of the Company since its inception. Dr. Unis has served as an Associate Professor at the Icahn School of Medicine since November 2015 and has been a practicing surgeon since 2004. He began serving as an Assistant Professor at Icahn School of Medicine at Mount Sinai in March 2014, until becoming an Associate Professor in November 2015. Dr. Unis has consulted with many leading orthopaedic companies including Zimmer Biomet and Think Surgical. Prior to founding Monogram Technologies, Dr. Unis was a consultant with Think Surgical, working with them for over 4 years to help with the development of their robotic total hip and knee arthroplasty system. Dr. Unis is widely recognized as a leader and innovator in the NYC area having performed the regions’ first muscle sparing anterior total hip replacement in 2005. Dr. Unis earned his BA from Duke University and Doctor of Medicine from Case Western Reserve University and later completing his residency at Northwestern University and a fellowship from Rush University in Adult Reconstruction.

​

Rick Van Kirk – Independent Director

​

Mr. Richard L. Van Kirk is a Director of Monogram, and has served in this capacity since our inception. He is the Chief Executive Officer of Pro-Dex, Inc. (“Pro-Dex”), the largest OEM manufacturer of Orthopaedic Robotic End-Effectors on the market. Mr. Van Kirk also serves on Pro-Dex’s Board of Directors. Mr. Van Kirk was appointed to the Board of Directors of Pro-Dex concurrent with his appointment as its CEO in January 2015. He joined Pro-Dex in January 2006 and was named Pro-Dex’s Vice President of Manufacturing in December 2006. In April 2013 he was appointed as the Chief Operating Officer of Pro-Dex. Mr. Van Kirk’s career includes over 13 years of management experience in manufacturing. Mr. Van Kirk previously served as Manufacturing Manager and Manager of Product Development at Comarco Wireless Technologies, ChargeSource Division, which provides power and charging functionality for popular electronic devices and wireless accessories. Prior to Comarco, Mr. Van Kirk was General Manager at Dynacast, a leader in precision die casting. Mr. Van Kirk earned a BA in Business Administration at California State University, Fullerton, and an MBA from Claremont Graduate School.

​

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Colleen Gray – Independent Director

​

Ms. Gray has over 25 years of operations and financial management experience with emerging, high-growth companies in the data storage and orthopedic industries. Ms. Gray served as the President and Chief Executive Officer of Consensus Orthopedics, a global manufacturer of large joint orthopedic devices, from August 2008 until May 2021. Under her tenure, Ms. Gray led the development of 5 new product lines, navigated the FDA regulatory approval process, and drove revenue from $4M in annual sales to $21M in annual sales. Additionally, Consensus became a leader in the patient monitoring device market with its medical-grade interactive surface sensor products through its TracPatch Health Division. Ms. Gray assumed the role of Chief Executive Officer of TracPatch in January 2016 and served through August of 2023. In this role, Ms. Gray led the raise of over $27M in early round financing and closed commercial agreements with two large hospital systems.

​

Before joining Consensus Orthopedics, Ms. Gray was President and Chief Executive Officer at Solid Data Systems, where she successfully negotiated and managed the sale of the company. Before Solid Data, Ms. Gray was a co-founder of StorageWay, Inc., one of the first cloud-based storage service providers, serving as its Vice President of Finance and Chief Financial Officer. Ms. Gray began her career with the Mylex Corporation in April 1992. She served as its Vice President of Finance and Chief Financial Officer during its successful public offering and IBM’s company acquisition. Mylex led storage management and data protection in the networked PC and server environments. Ms. Gray received a Bachelor of Science in Accounting from Arizona State University and is a member of Women in Bio.

​

Paul Riss, MBA – Independent Director

​

Mr. Riss has 30 years of experience with Securities Act and Exchange Act filings as a CEO of publicly traded companies and as a CPA with Ernst & Young. He is the Chief Compliance Officer and a board member of an equity-based funding portal, Netcapital Funding Portal Inc., and a member of FINRA and the AICPA. Ernst & Young selected Mr. Riss as a 2001 finalist in the Entrepreneur of the Year award program for the Connecticut / Hudson Valley region. Mr. Riss earned an MBA with distinction from the Stern School of Business at New York University and was a Magna Cum Laude graduate with distinction from Carleton College. In 2000, he won the James P. Kelly Award for distinguished public service as a member of the Westchester chapter of the New York State Society of Public Accountants. Mr. Riss wrote and directed ten musical parodies to raise money for college scholarships.

​

Kamran Shamaei, Ph.D. – Chief Technology Officer

Kamran Shamaei received a Ph.D. from Yale University and MSc from ETH Zurich and did his postdoctoral research at Stanford University, focusing on Medical Robotics. He has extensive experience developing FDA-cleared surgical robots - Dr. Shamaei has worked on robots in early-stage development and is actively in use. Before joining Monogram, Dr. Shamaei supported the development of Monarch robots at Auris Health, Inc. Before joining Auris, Dr. Shamaei worked with Think Surgical Inc. on the TSolution One Robot, one of the earliest FDA-approved active milling orthopaedic robots. Dr. Shamaei was also a Principal Engineer at Motional, leading the planning team in Pittsburgh. He also served as the CTO and co-founder of a stealth startup developing surgical platforms and served as the Director of Platform at Carbon Robotics.

Kamran Shamaei joined Monogram as VP of Engineering on April 5, 2021, and was promoted to Chief Technology Officer effective January 1, 2022 (which is not a formal executive officer position of the Company duly appointed by the Board, but a position title).

Family Relationships

There are no family relationships among any of our executive officers and directors.

Corporate Governance

Director Independence

We have listed our shares of Common Stock on the Nasdaq Capital Market. Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s Board of Directors. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable Nasdaq rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).

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Our Board of Directors currently consists of five (5) members. Our Board of Directors has determined that Paul Riss, Rick Van Kirk, and Colleen Gray qualify as independent directors in accordance with the Nasdaq Capital Market, or Nasdaq listing requirements. Messrs. Sexson and Unis are not considered independent. Nasdaq’s independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three (3) years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board of Directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business, personal activities, and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

As required under Nasdaq rules and regulations and in expectation of listing on Nasdaq, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

Board Leadership Structure and Board’s Role in Risk Oversight

Benjamin Sexson is the Chairman of the Board. The Chairman has authority, among other things, to preside over Board meetings and set the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board of Directors. We currently believe that separation of the roles of Chairman and Chief Executive Officer ensures appropriate oversight by the Board of our business and affairs. However, no single leadership model is right for all companies and at all times. The Board of Directors recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Board may periodically review its leadership structure. In addition, following the qualification of this offering, the Board will hold executive sessions in which only independent directors are present.

Our Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Risk is inherent in every business. As is the case in virtually all businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-day management of the risks we face. Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.

In its oversight role, our Board of Directors’ involvement in our business strategy and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its determination of the appropriate level of enterprise risk. Our Board of Directors receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we face, including operational, economic, financial, legal, regulatory, and competitive risks. Our Board of Directors also reviews the various risks we identify in our filings with the SEC and risks relating to various specific developments, such as acquisitions, debt and equity placements, and new service offerings.

Our Board committees will assist our Board of Directors in fulfilling its oversight role in certain areas of risk.

Attendance of Directors at Annual Meetings

While we do not have a formal policy requiring our directors to attend stockholder meetings, directors are invited and encouraged to attend all meetings of stockholders. We completed our listing on Nasdaq in May 2023 and held our 2023 annual meeting of stockholders in November 2023 and our 2024 annual meeting of stockholders in December 2024.

Committees of the Board of Directors

The Board of Directors has established an Audit Committee, Compensation Committee, and Nomination Committee. The composition and functions of each committee are described below.

Audit Committee

The Audit Committee has three members - Paul Riss, Rick Van Kirk, and Colleen Gray. Paul Riss serves as the chairman of the Audit Committee and satisfies the definition of “audit committee financial expert”.

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Our Audit Committee is authorized to:

| ● | approve and retain the independent auditors to conduct the annual audit of our financial statements;

| ● | review the proposed scope and results of the audit;

| ● | review and pre-approve audit and non-audit fees and services;

| ● | review accounting and financial controls with the independent auditors and our financial and accounting staff;

| ● | review and approve transactions between us and our directors, officers and affiliates;

| ● | recognize and prevent prohibited non-audit services; and

| ● | establish procedures for complaints received by us regarding accounting matters; oversee internal audit functions, if any.

Nomination Committee

The Nomination Committee has three members – Paul Riss, Rick Van Kirk, and Colleen Gray. Paul Riss serves as the chairman of the Nomination Committee.

The function of our Nomination Committee is primarily to identify individuals qualified to become Board members and recommending directors to be elected by the Board. The Company’s goal is to assemble a diverse Board that brings together a variety of skills derived from high quality business and professional experience.

Compensation Committee

The Compensation Committee has three members, including Paul Riss, Rick Van Kirk, and Colleen Gray. Paul Riss serves as the chairman of the Compensation Committee.

Our Compensation Committee is authorized to:

| ● | review and determine the compensation arrangements for management;

| ● | establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

| ● | administer our stock incentive and purchase plans; and

| ● | review the independence of any compensation advisers.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of our Company, nor will they be. None of our executive officers has served as a member of the board of directors, or as a member of the Compensation Committee or similar committee, of any entity that has one or more executive officers who served on our board of directors or Compensation Committee during 2021, 2022, 2023, 2024, or thus far in 2025. For a description of transactions between us and members of our Compensation Committee and affiliates of such members, as applicable, please see “Certain Relationships and Related Party Transactions”.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

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Indemnification of Directors and Officers and Insurance

Our Sixth Amended and Restated Certificate of Incorporation contains provisions limiting the liability of directors to the fullest extent permitted by Delaware law, and provides that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our Sixth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws also provide our Board of Directors with discretion to indemnify our employees and other agents when determined appropriate by the Board. We have also purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

We have also entered into indemnification agreements with each of our executive officers and directors that provide our executive officers and directors with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the laws of the State of Delaware in effect from time to time, subject to certain exceptions contained in those agreements.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provision, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, persons who beneficially own more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms. Based solely on its review of the forms it received, or written representations from reporting persons, except as set forth herein, the Company believes that all of its directors, executive officers, and greater than 10% beneficial owners complied with all such filing requirements during 2023 and 2024.

​

Item 11. Executive Compensation

The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 2024 and 2023 by (i) our principal executive officer and (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2024 and whose total compensation for the 2024 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000 (collectively referred to as the “Named Executive Officers”):

Summary Compensation Table

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ | Non-Qualified | ​ |  |  | ​ |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Non-Equity | ​ | Deferred | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Cash | ​ | Stock | ​ | Option |  | Incentive Plan | ​ | Compensation | ​ | All Other | ​ | ​ | ​
​ |  | Year |  | Salary |  | Bonus |  | Award |  | Awards(1) | ​ | Compensation |  | Earnings |  | Compensation |  | Total
Benjamin Sexson Chief Executive Officer |  | 2024 | ​ | $ | 250,000 | ​ | $ | 125,000 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — |  | $ | — | ​ | $ | 375,000
​ | ​ | 2023 | ​ | $ | 250,000 | ​ | $ | 125,000 | ​ | $ | — | ​ | $ | — |  | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 375,000
Noel Knape Chief Financial Officer | ​ | 2024 | ​ | $ | 185,000 | ​ | $ | 20,000 | ​ | $ | — | ​ | $ | 30,001 | (2)​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 235,001
​ | ​ | 2023 | ​ | $ | 160,410 | ​ | $ | 8,000 | ​ | $ | — | ​ | $ | 297,000 | (3)​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 465,410
Kamran Shamaei Chief Technology Officer | ​ | 2024 | ​ | $ | 275,000 | ​ | $ | 130,000 | ​ | $ | — | ​ | $ | 424,744 | (4)​ |  | — | ​ | $ | — | ​ |  | — | ​ | $ | 829,744
​ | ​ | 2023 | ​ | $ | 275,000 | ​ | $ | 72,000 | ​ | $ | — | ​ | $ | — |  |  | — | ​ | $ | — | ​ |  | — | ​ | $ | 347,000

(1) | Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

(2) | During the year ended December 31, 2024, the Company granted Mr. Knape options exercisable into 25,000 shares of Common Stock and repriced a previously issued grant resulting in a total fair value of $30,001. For the assumptions used to determine the grant date fair value of these options, refer to Footnote 9 in the “Notes to Financial Statements” under Item 8 of this report.

(3) | During the year ended December 31, 2023, the Company granted Mr. Knape options exercisable into 50,000 shares of Common Stock. For the assumptions used to determine the grant date fair value of these options, refer to Footnote 9 in the “Notes to Financial Statements” under Item 8 of this report.

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(4) | During the year ended December 31, 2024, the Company repriced Mr. Shamaei’s previously issued grants resulting in incremental fair value of $424,744. For the assumptions used to determine the grant date fair value of these options, refer to Footnote 9 in the “Notes to Financial Statements” under Item 8 of this report.

Director Compensation

For the fiscal year ended December 31, 2024 we paid our directors as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Fees |  |  | ​ |  |  | ​ |  | Non-equity |  | Nonqualified |  |  |  | ​ | ​
​ | ​ | earned | ​ | ​ | ​ | ​ | ​ | ​ | ​ | incentive | ​ | deferred | ​ | ​ | ​ | ​ | ​
​ | ​ | or paid in | ​ | ​ | Stock | ​ | Option | ​ | plan | ​ | compensation | ​ | All other | ​ | ​ | ​
Name |  | cash |  | ​ | awards |  | awards(2) |  | compensation |  | earnings |  | compensation |  | Total
Benjamin Sexson | ​ | $ | — | (1)​ |  | — |  | $ | — |  | — |  | — |  | — |  | $ | ​
Dr. Douglas Unis | ​ | $ | — |  | ​ | — |  | $ | — |  | — |  | — |  | 36,000 | (2)​ | $ | 36,000
Rick Van Kirk | ​ |  | — |  | ​ | — | ​ | $ | — |  | — |  | — |  | — |  | $ | —
Colleen Gray | ​ | $ | 10,000 | (3)​ | ​ | — | ​ | $ | — | ​ | — |  | — |  | — |  | $ | 10,000
Paul Riss | ​ | $ | 30,000 | (4)​ | ​ | — | ​ | $ | — |  | — |  | — |  | — |  | $ | 30,000

(1) | Mr. Sexson receives no compensation for his role as Director. His compensation for his CEO role is noted in the previous table.

(2) | Dr. Unis earns an annual fee of $36,000 for consulting services unrelated to his position as a director.

(3) | Pursuant to a consulting agreement with the Company, Ms. Gray earns an annual fee of $10,000 for services performed for the Company.

(4) | Pursuant to a consulting agreement with the Company, Mr. Riss earns an annual fee of $30,000 for services performed for the Company.

Executive Employment Agreement – Benjamin Sexson

The Company has an employment agreement with its Chief Executive Officer, Benjamin Sexson. The employment agreement provides for an annual base salary of $250,000 as a result of the achievement certain milestones set forth in Mr. Sexson’s employment agreement. In addition to his salary, Mr. Sexson is eligible to earn an annual bonus in an amount of 50% of his aggregate base salary earned in such year, subject to the achievement of Company performance metrics and individual performance goals, milestones and objectives, as established from time to time by an appropriate committee of the Board.

Pursuant to Mr. Sexson’s employment agreement, Mr. Sexson is also entitled to pre-emptive rights permitting him preserve his vested equity position in the Company in the event of any additional issuances of Company Common Stock (or securities convertible into Common Stock), at a per-share price equal to the then current fair market value, as reasonably determined by the Board. Mr. Sexson does not intend to exercise this pre-emptive right in this offering.

Per the terms of Mr. Sexson’s employment agreement, Mr. Sexson also received an equity grant of 3,914,160 split-adjusted shares of the Company’s Common Stock under the Company’s 2019 Stock Option and Grant Plan. All 3,914,160 shares of Company Common Stock granted to Mr. Sexson have vested.

Mr. Sexson’s employment with the Company is “at will”, and either Mr. Sexson or the Company may terminate the employment agreement at any time, with or without cause. There is no set termination date under Mr. Sexson’s employment agreement.

Executive Employment Agreement – Noel Knape

The Company has an employment agreement with its Chief Financial Officer, Noel Knape, effective January 4, 2023. The employment agreement provides for an annual base salary of $170,000. Mr. Knape’s annual base salary was increased to $185,000 in 2024. In addition to his salary, Mr. Knape is eligible to earn an annual bonus, subject to the discretion of the Company’s management and board of directors. The amount of such bonus, if any, will be contingent on the Company’s and Mr. Knape’s performance in the given year.

Per the terms of Mr. Knape’s employment agreement, Mr. Knape also received an equity grant of 50,000 options for the Company’s Common Stock under the Company’s 2019 Stock Option and Grant Plan. The options have a strike price of $1.67. 25% of the options

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vested on January 4, 2024. The remaining 75% of the options shall vest and become exercisable in twelve equal 6-month installments over the six-year period following the first anniversary of the employment agreement, provided Mr. Knape continues to have a service relationship with the Company on each vesting date. In 2024, Mr. Knape received an additional grant of 25,000 options with a repriced strike price of $2.03 and the same vesting schedule as the first grant.

Mr. Knape’s employment with the Company is “at will”, and either Mr. Knape or the Company may terminate the employment agreement at any time, with or without cause. There is no set termination date under Mr. Knape’s employment agreement.

Executive Employment Agreement – Kamran Shamaei

The Company has an employment agreement with its CTO, Kamran Shamaei, effective February 11, 2023. The employment agreement provides for an annual base salary of $225,000, as well as a signing bonus $110,000.

In addition to his salary, Mr. Shamaei is eligible to earn an annual bonus of up to 10% of his base salary, subject to the discretion of the Company’s management and board of directors. The amount of such bonus, if any, will be contingent on the Company’s and Mr. Shamaei performance in the given year. Further, Mr. Shamaei is eligible to receive a $250,000 bonus upon Monogram receiving FDA approval of its robotic system.

Per the terms of Mr. Shamaei’s employment agreement, Mr. Shamaei also received an equity grant of 150,000 options for the Company’s Common Stock under the Company’s 2019 Stock Option and Grant Plan. 25% of the options vested on the anniversary date of the employment agreement. The remaining 75% of the options shall vest and become exercisable in twelve equal 6-month installments over the six-year period following the first anniversary of the employment agreement, provided Mr. Shamaei continues to have a service relationship with the Company on each vesting date.

Mr. Shamaei’s employment with the Company is “at will”, and either Mr. Shamaei or the Company may terminate the employment agreement at any time, with or without cause. There is no set termination date under Mr. Shamaei’s employment agreement.

Consulting Agreement – Dr. Douglas Unis

On April 5, 2021, Dr. Unis and the Company entered into a consulting agreement, pursuant to which the Company agreed to pay Dr. Unis $95.00 per hour for consultancy services provided by Dr. Unis.

Pursuant to the consulting agreement, Dr. Unis is engaged as an independent contractor. The consulting agreement has customary intellectual property and/or invention assignment provisions, whereby any work product of Dr. Unis created in his capacity as a consultant for the Company is automatically assigned to the Company. The agreement also contains customary nondisclosure provisions.

The agreement will continue in effect until Dr. Unis’ services under the agreement are complete, or until the agreement is terminated by either party at their option. If Dr. Unis is unable to offer a minimum of 12 hours of service per year, it will serve as grounds for reasonable termination of the agreement.

Equity Incentive Plans

​

The Company adopted its Amended and Restated 2019 Stock Option Plan on August 28, 2020 (the “Plan”), which reserves 11,200,000 shares of Common Stock for issuance under the Plan, with up to 6,209,173 of those shares of Common Stock allowed for issuance pursuant to incentive stock options.

The majority of the material terms of grants under the Plan are set by the Board of Directors of the Company on an individual basis (i.e. vesting periods, exercise prices, etc.).

For the years ended December 31, 2024 and 2023, we awarded 25,000 and 53,000 stock options (exercisable into shares of Common Stock), respectively, with vesting periods of four to seven years, to our officers and directors. On January 8th, 2025, the Board of Directors Compensation Committee approved a stock option grant that resulted in the issuance of 785,000 options to purchase common shares at a strike price of $2.50 per share, which included 505,000 options to purchase common shares for directors and officers of the Company.

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Outstanding Equity Awards at Fiscal Year End

The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each named executive officer and directors as of December 31, 2024.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Option Awards
​ | ​ | ​ | ​ | ​ | ​ | Equity incentive plan | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Number of securities | ​ | awards: Number of | ​ | ​ | ​ | ​ | ​
​ | ​ | Number of securities | ​ | underlying unexercised | ​ | securities underlying | ​ | Option | ​ | Option
​ | ​ | underlying unexercised | ​ | options (#) | ​ | unexercised unearned | ​ | exercise | ​ | expiration
Name |  | options (#) exercisable |  | unexercisable |  | options (#) |  | price ($) |  | date
Benjamin Sexson |  |  |  |  |  |  |  | ​ |  |  |
Grant #1 |  | 320,000 | ​ | — | ​ | — | ​ | $ | 0.30 |  | 27-May-29
Grant #2 |  | 750,000 | ​ | — | ​ | — | ​ | $ | 2.00 |  | 01-Aug-30
Grant #3 |  | 103,125 | ​ | 226,875 | ​ | — | ​ | $ | 1.67 |  | 01-Jan-33
Dr. Douglas Unis |  | ​ | ​ | ​ | ​ |  | ​ |  |  |  | ​
Grant #1 |  | 360,000 | ​ | ​ | ​ | — | ​ | $ | 0.30 |  | 27-May-29
Grant #2 |  | 750,000 | ​ | — | ​ | — | ​ | $ | 2.00 |  | 01-Aug-30
Grant #3 |  | 103,125 | ​ | 226,875 | ​ | — | ​ | $ | 1.67 |  | 01-Jan-33
Rick Van Kirk |  | 1,250 | ​ | 750 | ​ | — | ​ | $ | 2.00 |  | 31-Jul-30
Paul Riss | ​ | 15,000 | ​ | 15,000 | ​ | — | ​ | $ | 1.67 | ​ | 30-Nov-32
Colleen Gray |  | 750 | ​ | 2,250 | ​ | — | ​ | $ | 4.00 |  | 30-Nov-33

​

​

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The following table sets out, as of March 5, 2025 the voting securities of the Company that are owned by executive officers and directors, and other persons holding more than 5% of any class of the Company’s voting securities or having the right to acquire those securities.

​ | ​ | ​ | ​ | ​ | ​
​ |  | Shares of Common |  | Percent of Common |
​ | ​ | Stock Beneficially | ​ | Stock Beneficially |
Name and Address of Beneficial Owner |  | Owned |  | Owned (11) |
Executive Officers(1) |  |  | ​ |  | ​
Benjamin Sexson |  | 5,200,080 | (2)​ | 13.3 | %
Kamran Shamaei |  | 506,676 | (3)​ | 1.3 | %
Noel Knape |  | 313,790 | (4)​ | 0.8 | %
​ | ​ | ​ | ​ | ​ | ​
Directors(1) |  |  | ​ |  | ​
Dr. Douglas Unis |  | 4,709,250 | (5)​ | 12.0 | %
Rick Van Kirk |  | 1,375 | (6)​ | 0.0 | %
Paul Riss |  | 15,000 | (7)​ | 0.0 | %
Colleen Gray |  | 750 | (8)​ | 0.0 | %
​ | ​ | ​ | ​ | ​ | ​
All Executive Officers and Directors As a Group |  | 10,458,460 | ​ | 27.5 | %
​ | ​ | ​ | ​ | ​ | ​
5% or Greater Holders |  |  | ​ |  | ​
The Icahn School of Medicine at Mount Sinai, 1 Gustave L. Levy Pl, New York, NY 10029 |  | 2,360,304 | (9)​ | 6.0 | %
Pro-Dex, Inc., 2361 McGaw Ave, Irvine, CA 92614 |  | 2,126,673 | (10)​ | 5.4 | %

(1) | Unless otherwise noted, the business address of each of those listed in the table above is c/o Monogram Technologies, Inc., 3913 Todd Lane, Austin, TX 78744

(2) | Includes 4,006,330 shares of Common Stock and 1,193,750 vested options which are exercisable in 60 days.

(3) | Includes 2,926 shares of Common Stock and 503,750 vested options which are exercisable within 60 days.

(4) | Includes 288,790 shares of Common Stock and 25,000 vested options which are exercisable within 60 days.

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(5) | Includes 3,475,500 shares of Common Stock and 1,233,750 vested options which are exercisable in 60-days. In addition, not included in this number, Dr. Unis and the Icahn School of Medicine at Mount Sinai agreed, pursuant to a separate agreement to which the Company is not a party, that Dr. Unis is entitled to 33.3% of 65% of those 2,360,304 shares owned by Mount Sinai, or 510,887 shares of Common Stock. Mount Sinai has not issued Dr. Unis these shares to date and Dr. Unis does not have any voting rights with regard to these shares. Dr. Unis has not been issued these shares by Mount Sinai to date and Dr. Unis does not have any voting rights with regard to these shares.

(6) | Solely includes vested options which are exercisable in 60 days.

(7) | Solely includes vested options which are exercisable in 60 days.

(8) | Solely includes vested options which are exercisable in 60 days.

(9) | See footnote (5) above regarding the agreement Dr. Unis has to acquire 510,887 shares of Common Stock owned by Mount Sinai.

(10) | Includes 1,828,551 shares of Common Stock owned by Pro-Dex plus 298,122 shares of Common Stock exercisable under the Coverage Warrant issuable to Pro-Dex discussed further under Footnote 9 in “Notes to Financial Statements” under Item 8 of this report.

(11) | Based on 35,288,44 shares of Common Stock outstanding as of March 5, 2025 plus 3,807,106 vested options which are exercisable within 60 days of March 5, 2025, for a total denominator of 39,095,550.

​

Item 13. Certain Relationships and Related Transactions

On October 3, 2017, the Company entered into an Exclusive License Agreement (the “License Agreement”) with Icahn School of Medicine at Mount Sinai (“Mount Sinai”), an entity which is affiliated with one of our Directors, Doug Unis, who is employed as an associate professor at Mount Sinai. The License Agreement has subsequently been amended, most recently on May 31, 2023. Collectively, we refer to the Exclusive License Agreement and its subsequent amendments as the “License Agreement”.

The License Agreement grants Monogram a royalty-bearing, world-wide right and (a) exclusive license, with the right to grant sublicenses (on certain conditions) to certain intellectual property relating to customizable bone implants and surgical planning software and (b) non-exclusive license, with the right to grant sublicenses on certain conditions, to certain technical information for the exploitation of the intellectual property in its field of use. Pursuant to the License Agreement, Mount Sinai had the right to receive 12% of the fully-diluted outstanding Common Stock of the Company until the Company received an aggregate of $10.0 million in cash in exchange for its equity securities, which occurred after the Company’s Regulation A Offering of Series A Preferred Stock, resulting in the issuance of a total of 2,249,188 shares of Common Stock to Mount Sinai pursuant to the License Agreement. Of this total, Dr. Unis and the Icahn School of Medicine at Mount Sinai agreed, pursuant to a separate agreement to which the Company is not a party, that Dr. Unis is entitled to 33.3% of 65% of those 2,249,188 shares owned by Mount Sinai, or 486,836 shares of Common Stock. Dr. Unis has not been issued these shares by Mount Sinai to date. Currently, all shares issuable to Mount Sinai pursuant to the terms of the License Agreement have been issued.

Pursuant to the terms of the License Agreement, we must have a first commercial sale our products by October 3, 2025. The Company may, at least thirty (30) days prior to its first commercial sale, request additional extensions to this first commercial sale deadline in one (1) year increments, each time with payment of an extension fee of $50,000. Monogram may extend the deadline in this manner two (2) additional times. If Monogram uses all of its extensions, and still has not met this first commercial sale deadline, it would constitute a breach of the License Agreement, and Mount Sinai would have the right to give us a notice of default, and could ultimately terminate the License Agreement if we fail to cure this default within sixty (60) days. Termination will not relieve Monogram of any monetary or any other obligation or liability accrued under the License Agreement at the time of termination. In addition, if Monogram has sublicensed the agreement at the time of termination, the sublicense will become a direct license between Mount Sinai and the sublicensee. Monogram does not have any direct right to terminate this License Agreement with Mount Sinai prior to the completion of the term of the License Agreement.

In addition, as part of the License Agreement, we entered into a stock purchase agreement with Mount Sinai for the shares of Common Stock already issued to Mount Sinai.

On March 18, 2019, the Company entered into an option agreement (the “Option Agreement”) with Mount Sinai pursuant to which the Company was granted an option to license additional intellectual property rights under the terms and conditions as set forth in the

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aforementioned License Agreement. The Company exercised this option on March 26, 2019 for an exercise fee of $1,000. The intellectual property licensed pursuant to this Option Agreement is detailed under “Business – Intellectual Property”. Since this Option Agreement is governed by the terms of the License Agreement, any termination of the License Agreement would automatically terminate this Option Agreement.

Payments under the License Agreement include:

| 1. | Annual license maintenance fees. Annual fees include a $10,000 fee beginning on the third anniversary of the effective date of the agreement, i.e., October 3, 2020, and each year thereafter until Monogram makes a first commercial sale of one of our products. After this first commercial sale, the annual fee increases to $30,000 per year for the next twelve (12) years, or until the patents licensed pursuant to this agreement expire in the applicable jurisdiction – whichever occurs first.

| 2. | Milestone payments. Upon completion of certain significant events by the Company (i.e., “milestone” events), we must pay Mount Sinai certain fees within 45 days of the occurrence of the event. If Monogram obtains FDA clearance and/or foreign regulatory approval of Monogram’s custom implants and/or orthopaedic robot, Mount Sinai is due a fee ranging from $50,000 - $100,000, depending on the type of approvals received. If Monogram achieves net sales of $10 million, Mount Sinai will receive $400,000; and at net sales of $50 million, Mount Sinai will receive $2 million. Finally, if at the time of completion of a “Significant Transaction” the Company has a valuation greater than $150 million, Mount Sinai will receive 1% of the fair market value of Company at the time of completion of the Significant Transaction. A “Significant Transaction” is defined as the first to occur of a single transaction, or series of related transactions, consisting of or resulting in any of the following: (i) an assignment of the License; (ii) an exclusive worldwide sub license of all or substantially all of the Mount Sinai Patent Rights; (iii) an initial public offering of securities by Company (or its successor) or other transaction resulting in either (A) Company becoming a public company or (B) any of Company’s securities being traded on a nationally recognized stock exchange or automated quotation system; (iv) a sale, license or other disposition of all or substantially all of Company’s assets; or (v) a reorganization, consolidation or merger of Company, or sale or transfer of the securities of Company, where the holders of Company’s outstanding voting securities before the transaction beneficially own less than fifty percent (50%) of the outstanding voting securities, or hold less than fifty percent (50%) of the voting power of the voting security holders of the surviving entity after the transaction. Notwithstanding anything above to the contrary, a Significant Transaction shall not be deemed to occur as a result of a bona fide, arms-length equity financing for cash in which Company issues securities representing more than fifty percent (50%) of the voting power of its security holders to venture capital or other similar or strategic professional investors who do not actively manage day-to-day operations of Company. We note that the Company is currently in discussions with Mount Sinai in regard to the payment obligation associated with a “Significant Transaction” following the Company becoming publicly traded on Nasdaq without undertaking a traditional initial public offering contemplated by that term. Current discussions may require the Company to make a payment to Mt. Sinai, or to provide Mount Sinai a senior note reflecting the obligation to make payment under the terms of the License Agreement.

| 3. | Running royalties. Mount Sinai is entitled to 1.5% to 5% of the net sales of our products covered by the license as a royalty, depending primarily on whether the product sales occurred in a country in which the patents licensed from Mount Sinai for such products are unexpired and valid.

| 4. | Sublicense fees. If Monogram sublicenses its rights under this agreement to another party, Mount Sinai is entitled to 15% - 60% of the income received by Monogram from party to which it sublicensed. The percentage Mount Sinai is entitled to receive is primarily determined by the timing of the sublicense grant by Monogram. If it is sublicensed prior to successful implementation of the product by Monogram, Mount Sinai will receive 60% - but if sublicensed after the first commercial sale by Monogram of its product, Mount Sinai is entitled to 15%.

The Company is in the process of negotiating with Mount Sinai to terminate the License Agreement. The Company does not have the unilateral right to terminate the License Agreement. However, the Company has the right under the License Agreement to abandon certain patents licensed under the agreement. As of March 3, 2025, the Company has abandoned all of the patents licensed under the License Agreement. The Company intends to negotiate a mutual termination of the License Agreement by the Company and Mount Sinai, however there is no guarantee that the Company and Mount Sinai will be able to come to a mutual agreement to terminate the License Agreement.

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Pro-Dex Supply Agreement

On October 3, 2023, the Company entered into a supply agreement (the “Supply Agreement”) with Pro-Dex, Inc., a Colorado corporation (“Pro-Dex”). Richard L. Van Kirk is the Chief Executive Officer of Pro-Dex, Inc. and is a Director of Monogram.

On December 20, 2018, the Company entered into a development and supply agreement with Pro-Dex, Inc., whereby Pro-Dex, Inc. and the Company agreed, subject to certain conditions, to negotiate and endeavor to enter into a future agreement through which Pro-Dex, Inc. would develop and supply end-effectors, gearing, and saws, and other surgical products to Monogram. The Supply Agreement represents the definitive agreement between Pro-Dex and the Company as a result of these negotiations.

Pursuant to the Supply Agreement, the Company and Pro-Dex agreed that, during the term of the Supply Agreement, the Company will exclusively purchase from Pro-Dex, and Pro-Dex will manufacture and sell to the Company, supply end-effectors, gearing, and saws, and other surgical products at purchase prices set forth in the Supply Agreement.

The initial term of the Supply Agreement commences on October 3, 2023 and continues for an initial period of fifteen (15) years from the date of Pro-Dex’s delivery to the Company of at least ten (10) production units of end effectors that are fully developed and validated as reasonably agreed to between the Company and Pro-Dex. Upon expiration of the initial term, the Supply Agreement will automatically renew for additional successive two (2) year terms unless either party has provided written notice of non-renewal to the other party at least two (2) years prior to the end of the then-current term.

Pro-Dex may terminate the Supply Agreement by providing written notice to the Company if the Company fails to pay any amount when due under the Supply Agreement and fails to cure such failure within 30 business days after the Company’s receipt of written notice of such breach. Additionally, Pro-Dex may terminate the Supply Agreement at any time in Pro-Dex’s sole and absolute discretion upon providing the Company at least 120 days advance written notice of termination.

The Company may terminate the Supply Agreement if any Purchase Order under the Supply Agreement remains unfulfilled by Pro-Dex for six (6) months after the requested delivery date, unless such delay is the result of factors reasonably outside of Pro-Dex’s control. Additionally, the Company may terminate the Supply Agreement if during any consecutive twelve (12) month period Pro-Dex fails to fulfill more than three (3) separate purchase orders by the requested delivery date, unless such delay is the result of factors reasonably outside of Pro-Dex’s control.

Either party may terminate the Supply Agreement if the other party (a) is in material breach of any representation or warranty under the Supply Agreement that cannot be cured or, if the breach can be cured, it is not cured by within a commercially reasonable period of time; (b) becomes insolvent or files for bankruptcy; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

If the Supply Agreement is terminated, the Company will pay to Pro-Dex all amounts due to Pro-Dex for supplied products under the Supply Agreement, as well as any out-of-pocket costs and expenses (including raw materials, machinery and equipment purchases) incurred by Pro-Dex prior to the date such termination is effective that arise from or relate to the Supply Agreement.

The Supply Agreement contains a number of other rights, representations and warranties that are customary for medical device supply agreements.

Pro-Dex Warrant Exercise

Pro-Dex and the Company were previously engaged in active discussions around Pro-Dex exercising its warrants in advance of the contractual expiration date of the those warrants. Pro-Dex held warrants to purchase up to 5% of the outstanding Common Stock of the Company as of the date of the exercise, calculated on a post-exercise basis. The warrants had an exercise price of $1,250,000, were exercisable at any time prior to December 20, 2025 (the “Warrants”)

On October 2, 2023, Pro-Dex agreed to exercise the Warrants in full in cash for Common Stock of Monogram within five (5) business days. As consideration for Pro-Dex agreeing to exercise the Warrants, the Company agreed to the following:

Coverage Warrants. If, (a) between October 2, 2023 and March 31, 2024; or (b) during the six month period between March 31 and September 31 of each year thereafter, Monogram engages in or otherwise consummates an issuance of securities that results in

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Monogram receiving, or having the right to receive, gross proceeds of $5.0 million or more during such period, then Monogram will issue Pro-Dex a warrant to be exercised in cash to purchase 5% (calculated after giving effect to such issuance to Pro-Dex) of the types, series and classes of securities issued during such period at a price equal to the total gross proceeds received over the such period divided by the number of securities issued during that same period on terms at least as favorable to Pro-Dex as the most favorable terms pursuant to which any such securities are acquired by any investor during such period (each, a “Coverage Warrant”). Each Coverage Warrant will be issued to Pro-Dex within ten (10) business day after the last day of the applicable period, will have a term of six (6) months from the date of issuance and, unless otherwise agreed to in writing by Pro-Dex in its sole and absolute discretion, will have other provisions consistent with the provisions of the Warrants. Pro-Dex’s rights in this regard will expire on December 31, 2025 and will apply to all Warrant Coverage issuances conducted from time to time, and at any time, by Monogram prior to that date.

Piggyback Rights. Monogram agreed to grant Pro-Dex piggyback registration rights for all Monogram securities from time to time owned by Pro-Dex on terms at least as favorable to Pro-Dex as Monogram may at any time grant piggyback (or equivalent) registration rights to any other holder of Monogram securities.

Pro-Dex completed the exercise all of its Warrants effective October 2, 2023, resulting in the issuance of 1,828,551 shares of the Company’s Common Stock at $0.68 per share and total proceeds to the Company of $1.3 million. The issuance of these shares upon exercise of the Warrants was made by the Company pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder for transactions by an issuer not involving a public offering.

Item 14. Principal Accounting Fees and Services

The following is a summary of fees paid to Fruci & Associates II, PLLC for services rendered:

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the years ended
​ | ​ | December 31, | ​ | December 31,
​ | ​ | 2024 | ​ | 2023
Audit Fees (1) |  | $ | 66,539 |  | $ | 64,500
Audit-Related Fees (2) | ​ |  | — | ​ |  | —
Tax Fees (3) | ​ |  | — | ​ |  | 5,500
All Other Fees (4) | ​ |  | 5,750 | ​ |  | 22,760
Total Fees | ​ | $ | 72,289 | ​ | $ | 92,760

(1) | Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

(2) | Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(3) | Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

(4) | All Other Fees consist of fees billed for all other services.

​

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

1.Financial Statements

The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” under Part II, Item 8 of this Annual Report on Form 10-K.

2.Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

3.Exhibits (including those incorporated by reference).

The documents listed in the following Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):

Exhibit No. |  | Description
2.1 | ​ | Agreement and Plan of Merger dated May 14, 2024 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2024)
3.1 |  | Sixth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2024)
3.2 |  | Amended and Restated Bylaws, effective as of March 12, 2024 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 15, 2024)
3.3 | ​ | Certificate of Designations of Preferences, Rights and Limitations of 8.00% Series D Convertible Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8 - K, filed with the SEC on July 12, 2024)
3.4 | ​ | Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on May 14, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 15, 2024).
4.1 |  | Warrant Agreement dated December 20, 2018 between Monogram Technologies Inc. and Pro-Dex, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
4.2 | ​ | Warrant to Purchase Capital Stock dated February 7, 2019 between Monogram Technologies Inc. and ZB Capital Partners, LLC as Holder (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
4.3 | ​ | Form of Warrant to be issued to StartEngine Primary, LLC (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
4.4 | ​ | Description of Securities (incorporated by reference to exhibit 4.4 to the Company’s Annual Report on Form 10 - K for the fiscal year ended December 31, 2023 filed with the SEC on March 14, 2024)
4.5 | ​ | Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024)
4.6 | ​ | Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024))
4.7 | ​ | Form of Senior Indenture (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-3 filed with the SEC on June 4, 2024)
4.8 | ​ | Form of Subordinated Indenture (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-3 filed with the SEC on June 4, 2024)
10.1 |  | Consulting agreement dated April 5, 2021 between Monogram Technologies Inc. and Doug Unis (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.2 |  | Amended Employment Agreement dated April 29, 2018 between Monogram Technologies Inc. and Benjamin Sexson (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1 filed with the SEC on July 27, 2023)

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10.3 |  | April 30, 2019 Amendment to Employment Agreement dated April 29, 2018 between Monogram Technologies Inc. and Benjamin Sexson (incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 filed with the SEC on July 27, 2023).
10.4 |  | May 31, 2020 Amendment to Employment Agreement dated April 29, 2018 between Monogram Technologies Inc. and Benjamin Sexson (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.5 |  | Exclusive Licensing Agreement dated October 3, 2017 between Monogram Technologies Inc. as Licensee and Icahn School of Medicine at Mount Sinai as Licensor (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.6 |  | Option Agreement dated March 18, 2019 between Monogram Technologies Inc. and Icahn School of Medicine at Mount Sinai (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.7 |  | Amendment No. 2 to the Exclusive Licensing Agreement dated June 28, 2019 between Monogram Technologies Inc. as Licensee and Icahn School of Medicine at Mount Sinai (incorporated by reference to Exhibit 10.7 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.8 | ​ | Amendment No. 3 to the Exclusive Licensing Agreement dated September 17, 2020 between Monogram Technologies Inc. as Licensee and Icahn School of Medicine at Mount Sinai (incorporated by reference to Exhibit 10.8 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.9 | ​ | Amendment No. 4 to the Exclusive Licensing Agreement dated May 17, 2023 between Monogram Technologies Inc. as Licensee and Icahn School of Medicine at Mount Sinai (incorporated by reference to Exhibit 10.9 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.10 |  | Stock Issuance Agreement between Monogram Technologies Inc. and Icahn School of Medicine at Mount Sinai (incorporated by reference to Exhibit 10.10 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.11 |  | Development and Supply Agreement dated December 20, 2018 between Monogram Technologies Inc. and Pro-Dex, Inc. (incorporated by reference to Exhibit 10.11 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.12 |  | Amended and Restated 2019 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.12 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.13 |  | Noel Knape Offer Letter (incorporated by reference to Exhibit 10.13 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.14 |  | Form of Indemnification Agreement with Executive Officers and Directors of the Company (incorporated by reference to Exhibit 10.14 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.15 | ​ | Common Stock Purchase Agreement, dated July 19, 2023 by and between Monogram Technologies Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.15 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.16 | ​ | Registration Rights Agreement, dated July 19, 2023 by and between Monogram Technologies Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.16 to the Company’s Form S-1 filed with the SEC on July 27, 2023)
10.17 † | ​ | Supply Agreement dated October 3, 2023 between Monogram Technologies Inc. and Pro-Dex, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2023)
10.18 | ​ | Warrant Exercise Side Letter dated October 2, 2023 between Monogram Technologies Inc. and Pro-Dex, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2023)
10.19 | ​ | November 3, 2023 Amendment to Warrant Exercise Side Letter dated October 2, 2023 between Monogram Technologies Inc. and Pro-Dex, Inc. (incorporated by reference to exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023 filed with the SEC on November 8, 2023)
10.20 | ​ | Kamran Shamaei Offer Letter dated February 11, 2021 (incorporated by reference to exhibit 10.20 to the Company’s Annual Report on Form 10 - K for the fiscal year ended December 31, 2023 filed with the SEC on March 14, 2024)
10.21 | ​ | Consulting agreement dated July 28, 2023 between Monogram Technologies Inc. and Colleen Gray (incorporated by reference to Exhibit 10.21 to the Company’s Form POS - AM filed with the SEC on April 18, 2024)
10.22 | ​ | Consulting agreement dated September 19, 2022 between Monogram Technologies Inc. and Paul Riss (incorporated by reference to Exhibit 10.22 to the Company’s Form POS - AM filed with the SEC on April 18, 2024)
10.23† | ​ | Clinical Research Services Master Agreement between the Company and the CRO dated May 8, 2024. (incorporated by reference to Exhibit 10.23 to the Company’s Form 10-Q filed with the SEC on May 14, 2024)
10.24 | ​ | Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

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19.1* | ​ | Insider Trading Policy of Monogram Technologies Inc.
23.1* | ​ | Consent of Independent Registered Public Accounting Firm
31.1* | ​ | Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* | ​ | Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* | ​ | Certification of the principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* | ​ | Certification of the principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1 | ​ | Monogram Technologies, Inc. Clawback Policy (incorporated by reference to exhibit 97.1 Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024).
101.INS* | ​ | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* | ​ | Inline XBRL Taxonomy Extension Schema
101.PRE* | ​ | Inline XBRL Taxonomy Extension Presentation Linkbase
101.CAL* | ​ | Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB* | ​ | Inline XBRL Taxonomy Extension Label Linkbase
101.DEF* | ​ | Inline XBRL Taxonomy Extension Definition Linkbase
104 | ​ | Cover Page Interactive Data File—the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith.

† Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Item 16. Form 10-K Summary

Not applicable.

​

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SIGNATURES

​

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

​

| ​
MONOGRAM TECHNOLOGIES INC. | ​
/s/ Benjamin Sexson | ​
Benjamin Sexson, Chief Executive Officer | ​

​

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| ​
/s/ Benjamin Sexson | ​
Benjamin Sexson, Principal Executive Officer, Chief Executive Officer, Director | ​
Date: March 12, 2025 | ​
​ | ​
/s/ Noel Knape | ​
Noel Knape, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer | ​
Date: March 12, 2025 | ​
​ | ​
/s/ Douglas Unis | ​
Douglas Unis, Director | ​
Date: March 12, 2025 | ​
​ | ​
/s/ Colleen Gray | ​
Colleen Gray, Director | ​
Date: March 12, 2025 | ​
​ | ​
/s/ Paul Riss | ​
Paul Riss, Director | ​
Date: March 12, 2025 | ​
​ | ​
/s/ Rick Van Kirk | ​
Rick Van Kirk, Director | ​
Date: March 12, 2025 | ​

​

​

​

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