Monogram Technologies Inc. (MGRM) Earnings Call Transcript & Summary

Good morning. Welcome to the Special Meeting of Stockholders for Monogram Technologies, Inc. My name is Benjamin Sexson, and I am the Chairman of the Board of Directors of Monogram. On behalf of the company's officers and directors, it's a pleasure to have you with us today. And I would like to thank you for your interest in our company and for your participation in the call. I would now like to call to order the special meeting of stockholders in accordance with the bylaws of the corporation. I would like to take a moment to introduce the members of the Board who are participating on the call today. Myself, Benjamin Sexson, Monogram's Chief Executive Officer; Dr. Douglas Unis, Monogram's Founder and Chief Medical Officer; Mr. Rick Van Kirk; Ms. Colleen Gray; and Mr. Paul Riss, Chair of the Audit Committee, Nominating Committee and Compensation Committee. Additional members of our executive management team who are participating today include Mr. Kamran Shamaei, Monogram's Chief Technology Officer. We also have with us today, Darrick Mix; and Dean Colucci, representatives of Duane Morris, our outside counsel, serving as Secretary for today's meeting is Mr. Colucci. And finally, I would like to introduce [ Nora Mark Ward ] of Equity Stock Transfer, who is serving as Inspector of Elections for today's meeting. Before considering the business to be taken up at this meeting, I will briefly discuss the format and rules of this meeting and report on the formal steps taken in connection with this meeting. Each of you should have registered as you entered this meeting. Upon entering the meeting, each of you was presented with an agenda and a list of rules of conduct and procedures for the meeting. We ask that participants abide by these rules and procedures. Stockholders should not address this meeting until recognized. Should you desire to ask a question or speak during this meeting, please submit your question online via e-mail. After being recognized, first identify yourself and your status as a stockholder or representative of a stockholder then state your point or ask your question. As stated in the rules of conduct and procedures for this meeting, we will respond to appropriate questions relating to the items on the agenda from our stockholders as of the record date. But we ask that you restrict your remarks to the item of the agenda that is before us and that you otherwise abide by the rules and procedures. Thank you for your cooperation. Appropriate stockholder questions will be answered before polls are open. I would like to now turn to the formal portion of the meeting. Mr. Secretary, please report as to the satisfaction of the legal matters for this meeting. [Technical Difficulty]

Sorry, Ben, I'm having trouble connecting here.

No worries. I know that we have the following documents. We will incorporate them into the company's records as part of the minutes of this meeting. We have a copy of the notice of special meeting of stockholders stating the date, time, location and purpose of the meeting. We have a copy of the proxy statement for the meeting and the affidavit of the company's transfer agent equity stock [indiscernible] for this meeting. [Technical Difficulty] The Board of Directors set August 14 record date stock [Technical Difficulty] I'm just going to mute. There we go. A certified list of stockholders of the company as of the close of business on the record date and the number of shares held by each has been provided by the company by equity stock transfer and is available for inspection during this meeting. That list shows that on the record date, there were 40,632,367 shares of common stock of the company issued and outstanding. On each proposal brought before this meeting, stockholders are entitled to 1 vote for each share of common stock registered in their name as of the record date. I would now like to ask Ms. Mark Ward, the Inspector of Elections for today's meeting to furnish us with a count of the number of shares present at this meeting virtually or by proxy.

They are present at this meeting virtually or through representation of the proxy. So sorry about this.

I have it. It's 26,924,769?

Correct. That is the number of shares, yes. 26,924,769 shares of the common stock of Monogram Technologies, Inc., the holders of which are entitled to 1 vote per share.

Perfect. Thank you. Since the holders of record of a majority of the outstanding shares of common stock of the company entitled to vote at this meeting are present virtually or by proxy, a quorum is present. We will proceed with this meeting. We are here today to seek authority from our shareholders to: one, adopt and approve the agreement and plan of merger with Zimmer Biomet Holdings, Inc.; and two, to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt and approve the merger agreement if there are insufficient votes at today's meeting. We will first introduce the proposals. And after both proposals have been introduced, they will be voted upon as applicable. The votes regarding the proposals then will be tabulated. I will announce the results following the tabulation of the voting. Are there any stockholders present who either have not submitted a proxy who wish to vote today or who have submitted a proxy but wish to revoke their proxy or change their vote? If so, please vote today during the live webcast. [ Ms. Mark Ward ] will include all ballots in the final tabulation of the votes. So the first proposal is the approval of merger agreement. We will now commence with the business of today's meeting. As provided in the notice of this meeting, the first order of business on the agenda is to consider and vote upon a proposal to adopt and approve the agreement and plan of merger dated as of July 11, 2025, as amended by that certain first amendment to agreement and plan of merger dated August 27, 2025, by and among the company, Zimmer Biomet Holdings, Inc., Zimmer Biomet and Honey Badger Merger Sub, Inc. Merger Sub, a wholly owned subsidiary of Zimmer Biomet, pursuant to which and subject to the conditions thereof, Merger Sub will be merged with and into the company with the company continuing as the surviving corporation in the merger and a wholly owned subsidiary of Zimmer Biomet. I will refer to such transaction as the merger and refer to this proposal as the merger agreement proposal. In order for the merger agreement proposal to be approved, it will need the affirmative vote of stockholders of record as of the record date, holding at least a majority of the issued and outstanding shares of common stock as of such date. I will refer to the required vote to approve the merger agreement proposal as the required stockholder vote. The Board of Directors recommends that the stockholders vote for the merger agreement proposal. Proposal 2, adjournment of the meeting. As provided in the notice of this meeting, the second order of business on the agenda is to consider and vote upon a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement proposal if there are insufficient votes at the time of this meeting to obtain the required stockholder vote. I refer to this proposal as the adjournment proposal. The Board of Directors recommends that the stockholders vote for the adjournment proposal. However, the adjournment proposal will only be submitted if there are insufficient votes at the time of the voting on the merger agreement proposal to obtain the required stockholder vote. This concludes the business items on the agenda for this annual meeting. We will now address appropriate questions from stockholders that have been submitted before or during the meeting by e-mail. So we'll give one minute for those. It doesn't look like anything has come in, but just checking.

Ben, I think you can move on at this point.

Okay. Perfect. As there are no more questions to be addressed, we will move forward on to voting. The polls are now open to vote on the merger agreement proposal. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. If you have not yet voted or if you desire to change your vote, please vote your ballot now in accordance with the on-screen instructions. We will now provide 2 minutes for stockholders to finish voting. Dean, please let me know when you're comfortable to move forward.

In about 30 seconds Ben. Good, Ben, you can move forward.

Thanks. Again, if you have already voted by proxy, you do not need to vote today unless you would like to change your vote. We now seem to have all the ballots. And since all those desiring to vote by ballot. [Technical Difficulty] The time is now 12:15 I hereby declare the poll [indiscernible] The ballots and proxies will be held in the possession of the inspector of the election. The inspector of election will count the votes. Now I would like to have the Inspector of Election complete her preliminary report, namely a preliminary count of the shares of common stock represented at this meeting and the tally of votes cast in the balloting with respect to the merger agreement proposal.

Thank you, Mr. Chairman. On the merger agreement proposal, no fewer than 25,-- [Audio Gap]

[Audio Gap] proposal was approved. The adjournment proposal was not submitted for consideration at this meeting. We will publicly announce the final results of the voting on each proposal on or before October 6, 2025 through the filing of a current report on Form 8-K with the Securities and Exchange Commission.

As there's no further business that come before this meeting, I declare this meeting adjourned. Thank you all for your attendance.