UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 7.01 | REGULATION FD DISCLOSURE |
On September 11, 2024, Monogram Technologies Inc. (the “Company”) issued a press release (the “Press Release”) announcing that the Company has upsized its previously announced continuous offering of units from $10,000,000 to $12,500,000 units. A copy of the Press Release is attached hereto as Exhibit 99.1. The foregoing disclosure is qualified in its entirety by the full text of the Press Release.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
| ITEM 8.01 | OTHER EVENTS |
On September 11, 2024, the Company filed Amendment No. 1 to the Prospectus Supplement dated July 9,2024 (the “Amendment”) in connection with its continuous offering of units. Each unit consists of (a) one share of the Company’s 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 its common stock, $0.001 par value per share (the “Common Stock”). The Amendment increased the maximum offering amount to $12,500,000 units. The offering remains subject to customary closing conditions and, as the Company previously announced, it is expected to stop taking subscriptions at midnight PT, Thursday, September 12th.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 11, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONOGRAM TECHNOLOGIES INC. | |
| Dated: September 11, 2024 | /s/ Benjamin Sexson |
| Benjamin Sexson | |
| Chief Executive Officer |
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