Monogram Technologies Inc 2024年度报告

Form10-K ☒Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year endedDecember 31, 2024 81-2349540 (IRS Employer Identification Number) 3913 Todd LaneAustin,TX78744(Address of registrant’s principal executive offices) (Zip code) (512)399-2656(Registrant’s telephone number, including area code) Securities registered under Section 12(b) of the Act: Name of each exchange on whichregisteredTheNasdaqCapital Market 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 of1934 during the preceding 12 months (or has for such shorter period that the registrant was required to file such reports), and (2) has beensubject 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 toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 reportingcompany 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. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith 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 itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered publicaccounting 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 registrantincluded 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-basedcompensation 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 wasapproximately $57.1million. Shares of the registrant’s Common Stock held by each executive officer, director and holder of 5% or more ofthe outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect adetermination that certain persons are affiliates of the registrant for any other purpose. There were35,289,444shares of the Company’sCommon Stock outstanding as of March 11, 2025. Documents Incorporated by Reference. None Table of Contents PART I.4Item 1.Business4Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments25Item 1C.Cybersecurity25Item 2.Properties27Item 3.Legal Proceedings27Item 4.Mine Safety Disclosures27PART II.28Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities28Item 6.Selected Consolidated Financial Data29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 7A.Quantitative and Qualitative Disclosures About Market Price39Item 8.Financial Statements and Supplementary Data40Report of Independent Registered Public Accounting FirmF-1Balance Sheets as of December 31, 2024 and 2023F-2Statements of Operations for the Years Ended December 31, 2024 and 2023F-3Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023F-4Statements of Cash Flows for the Years Ended December 31, 2024 and 2023F-5Notes to the Financial Statements for the Years Ended December 31, 2024 and 2023F-6Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Di