AG真人官方

Monogram Technologies Inc. (MGRM) filed an 8-K on 30 Jul 2025 under Item 7.01 to furnish an email sent to shareholders.

The email directs investors to the FAQ section on the company鈥檚 Investor Relations website that addresses the previously announced Zimmer Biomet Holdings, Inc. acquisition (14 Jul 2025). No new financial statements, valuation metrics, or amended deal terms are included. The communication is provided as Exhibit 99.1 and, consistent with Reg FD, is treated as 鈥渇urnished,鈥� not 鈥渇iled,鈥� limiting Exchange Act liability.

Item 9.01 lists (i) Exhibit 99.1鈥擲hareholder Email and (ii) the Inline XBRL cover file. No other reportable events were disclosed.

Monogram Technologies Inc. (Nasdaq: MGRM) filed a Form 8-K (Item 7.01 Regulation FD) to furnish a press release dated 29 July 2025 announcing completion of the world鈥檚 first fully autonomous, saw-based robotic total knee replacement. The surgery used Monogram鈥檚 proprietary mB艒s鈩� TKA System and was performed at Krishna Shalby Hospital in Ahmedabad, India.

The company positions the procedure as proof-of-concept for closed-loop robotic orthopedic surgery, potentially accelerating its commercialization roadmap and strategic partnerships. No financial results, guidance, or transactions were disclosed; the press release is provided as Exhibit 99.1 and is deemed 鈥渇urnished,鈥� not 鈥渇iled,鈥� limiting liability under the Exchange Act.

Forward-looking-statement language flags risks around capital needs, regulatory approvals, partner dependence and litigation. Other 8-K items (7.01, 9.01) contain only exhibit references; no pro-forma financials or statements accompany the filing.

Monogram Technologies Inc. (Nasdaq: MGRM) filed an 8-K on 28-Jul-2025 under Item 7.01 to furnish shareholder FAQs related to its previously announced acquisition by Zimmer Biomet Holdings, Inc. (announced 14-Jul-2025). The filing labels the material as soliciting under Rule 14a-12, signalling its use in the forthcoming proxy process. Exhibit 99.1 contains the full FAQ document and is incorporated by reference.

The information is being 鈥渇urnished鈥� rather than 鈥渇iled,鈥� so it is not subject to Section 18 liability and will not be automatically incorporated into other SEC filings. No additional financial terms, valuation, or closing timeline are provided. The company reiterates its emerging-growth company status and maintains Nasdaq listing under the ticker MGRM.

Zimmer Biomet Holdings, Inc. ("Parent") and its wholly owned Honey Badger Merger Sub, Inc. ("Merger Sub") have filed a Schedule 13D disclosing their plan to acquire Monogram Technologies Inc. (MGRM) via a cash-and-CVR merger executed on 11 July 2025.

The Merger Agreement stipulates that each outstanding Monogram common share will be converted into (i) $4.04 in cash plus (ii) one contingent value right (CVR) that could deliver up to $12.37 in additional cash across five milestone payments, making the maximum potential consideration $16.41 per share. Series D and Series E preferred shares will be redeemed for $2.25 (plus accrued dividends) and $100.00 per share, respectively.

To secure stockholder approval, the Parent entered into separate Voting Agreements with four key holders鈥擯ro-Dex, Benjamin Sexson, Douglas Unis and Kamran Shamaei鈥攃overing 9,754,256 common shares, or 27 % of shares outstanding. No cash changed hands; the agreements only obligate these holders to vote in favor of the transaction and against competing proposals.

Completion of the merger is subject to customary conditions, including (1) majority shareholder approval, (2) HSR clearance, (3) absence of legal restraints, and (4) no material adverse effect on Monogram. Either party may terminate if closing has not occurred by 11 January 2026 (extendable three months for regulatory delay). A $11 million termination fee is payable by Monogram under certain circumstances, including acceptance of a superior offer.

Should the deal close, Monogram will become a wholly owned subsidiary of Zimmer Biomet, adding the target鈥檚 robotic and digital orthopedic portfolio to Parent鈥檚 global med-tech platform. Investors must weigh the guaranteed $4.04 cash component against the uncertain CVR payouts, the regulatory timeline, and the break-fee/termination provisions.

Schedule 13D/A Amendment No. 5 highlights a fresh ownership update by Saba Capital Management, L.P. and affiliates in Principal AG真人官方 Estate Income Fund (ticker PGZ). As of 7 July 2025, the group 鈥� comprising Saba Capital Management, L.P., its general partner Saba Capital Management GP, LLC, and managing member Boaz R. Weinstein 鈥� reports beneficial ownership of 317,889 common shares. This represents 4.75 % of PGZ鈥檚 6,694,109 outstanding shares (per the fund鈥檚 N-CSRS filed 7/3/25). All voting and dispositive powers are shared among the reporting persons; none hold sole authority.

The filing states that approximately $4.79 million in investor capital and related margin borrowings were used to accumulate the position, with every trade executed in the open market between 7/3/25 and 7/11/25 (full trade list in Exhibit 4, Schedule A). Item 4 (鈥淧urpose of Transaction鈥�) is marked 鈥淣ot Applicable,鈥� indicating no stated strategic plans or proposals at this time. No criminal or civil proceedings involving the reporting persons are disclosed, and there are no contracts, arrangements, or understandings affecting the securities beyond ordinary-course margin pledges.

Because the disclosed stake remains below the 5 % threshold, the amendment mainly refreshes Items 3 (source of funds), 5 (ownership details) and 7 (exhibits) rather than signalling a transformational change. Nonetheless, Saba Capital is known for value-oriented, event-driven investing, so its continued accumulation may draw investor attention even in the absence of an articulated agenda. All signatures are dated 7/14/2025 and executed by General Counsel Michael D鈥橝ngelo on behalf of each entity under existing powers of attorney.

Zimmer Biomet Holdings, Inc. has agreed to acquire Monogram Technologies Inc. (Nasdaq: MGRM) via a cash-and-CVR merger valued at $4.04 per common share plus a contingent value right (CVR). Honey Badger Merger Sub, a wholly-owned Zimmer subsidiary, will merge with Monogram, making Monogram a wholly-owned subsidiary and prompting a post-closing Nasdaq delisting.

Key economic terms

• Common stockholders: cash consideration of $4.04 per share plus one CVR.
• Series D preferred: $2.25 cash per share.
• Series E preferred: $100.00 cash per share.
• Equity awards: in-the-money options receive the cash spread and a CVR; out-of-the-money options convert solely into a CVR.

CVR structure 鈥� up to $12.37 per CVR payable in five milestones:

• $1.04 upon proof-of-concept demo of Monogram鈥檚 partial-knee robotic system (deadline: later of 31 Jan 2026 or 30 days post-close).
• $1.08 upon FDA 510(k) clearance for fully autonomous robotic system using Zimmer implants (deadline: 31 Dec 2027).
• $3.41 if 2028 gross revenue 鈮� $156 million.
• $3.41 if 2029 gross revenue 鈮� $381 million.
• $3.43 if 2030 gross revenue 鈮� $609 million.

Closing conditions

• Majority stockholder approval.
• HSR waiting-period expiration.
• No legal restraints and no Material Adverse Effect on Monogram.
• No financing contingency.

Deal protections & ancillary agreements

• No-shop with fiduciary-out for 鈥淪uperior Offer.鈥�
• Company termination fee: $11 million.
• Voting Agreement: key holders commit to vote for the merger.
• Loan Agreement: Zimmer can provide Monogram up to $15 million in delayed-draw loans if the merger has not closed between 1 Dec 2025 and the End Date (11 Jan 2026, extendable to 11 Apr 2026); maturity 1 Dec 2027.

Timeline & next steps

• Proxy statement to be filed; shareholders to vote.
• Outside date: 11 Jan 2026 (extendable).
• Upon closing, Monogram securities will be deregistered.

This Form 8-K (filed as additional proxy soliciting material) outlines a definitive, cash-backed acquisition with long-dated revenue-based CVRs that transfer post-closing performance risk to selling shareholders.

AllianceBernstein Holding L.P. (NYSE: AB) has executed a material unit-for-unit exchange with its former parent, Equitable Holdings, Inc. (EQH). Pursuant to an Amended and Restated Exchange Agreement dated 10 July 2025, AllianceBernstein L.P. ("AB") increased the number of exchangeable units remaining under the December 2024 master agreement from 4,788,806 to 19,682,946. Immediately upon signing, AB and EQH exchanged the full 19,682,946 AB Units for an equal number of AB Holding Units.

The AB Holding Units received from EQH were retired, permanently reducing the total outstanding AB Holding Units by the same amount. In parallel, AB issued an equivalent number of new AB Units to EQH. Following completion of the swap, the amended agreement was terminated, eliminating any further exchange capacity between the parties.

The issuance of AB Units was conducted as a private placement under Section 4(a)(2) of the Securities Act and therefore did not require SEC registration. No financial statements or pro-forma figures were included in this Form 8-K, and the company made customary forward-looking-statement disclaimers.

• Key Figures: 19.7 million units exchanged; 19.7 million AB Holding Units retired; no future exchanges contemplated.
• Potential Implications: Fewer AB Holding Units outstanding may increase each remaining holder鈥檚 claim on AB Holding鈥檚 distributions, while the corresponding issuance of AB Units to EQH slightly dilutes AB L.P.鈥檚 existing unit holders. Net economic impact depends on comparative ownership structures, which the filing does not quantify.

The Wendy鈥檚 Company (NASDAQ: WEN) filed an 8-K to disclose multiple governance changes effective July 2025. Current President & CEO Kirk Tanner will resign on 18 July 2025 to assume the top role at The Hershey Company. The Board has named Chief Financial Officer Ken Cook, 44, as Interim CEO while retaining his CFO duties. Cook joined Wendy鈥檚 in December 2024 after a 20-year career at UPS that included senior FP&A and segment CFO roles. No new compensation arrangements for Cook have been finalized; any future agreements will trigger an amended filing.

Board composition shifts: the Board size will drop from 10 to 9 upon Tanner鈥檚 departure. Separately, Vice-Chairman Matthew H. Peltz will resign on 8 July 2025. The vacancy is being filled the same day by Bradley G. Peltz, son of former Chairman Nelson Peltz and brother of Matthew Peltz. Bradley Peltz will serve until the 2026 annual meeting and joins the Technology and Corporate Social Responsibility committees. As a managing director and minority owner of franchisee Yellow Cab Holdings (89 restaurants), he is involved in a related-party relationship that generated $7.6 million in royalty and other payments to Wendy鈥檚 through 29 June 2025, consistent with prior proxy disclosures.

The company furnished a press release (Exhibit 99.1) summarizing these leadership moves; the release is furnished, not filed, under Regulation FD. No financial performance data, transactions, or strategy updates were included in this filing.