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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 14, 2024, Monogram Orthopaedics Inc. (the “Company”) received confirmation from the Delaware Secretary of State that its Sixth Amended and Restated Certificate of Incorporation had been accepted and was deemed filed and effective as of same date.
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 has 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) establishing a classified board of directors with three classes and staggered terms.
The foregoing description of the Sixth Amended and Restated Certificate of Incorporation is qualified by reference to the text of the file-stamped copy of the document itself, filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit index lists the exhibits that are either filed or furnished with the Current Report on Form 8-K.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Sixth Amended and Restated Certificate of Incorporation of the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 ORTHOPAEDICS INC. | |||
| By: | /s/Benjamin Sexson | ||
| Name: Benjamin Sexson | |||
| Title: Chief Executive Officer | |||
Dated: March 15, 2024