Material Agreement Form 8 K

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Selling Agency Agreement

On July 9, 2024, Monogram Technologies Inc. ("the Company"), entered into a selling agency agreement (the "Selling Agency Agreement") with Digital Offering LLC (the "Digital Offering"), in connection with the Company's best efforts offering (the "Offering") of up to 4,444,445 units, with each unit consisting of (a) one share of our 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 our common stock, $0.001 par value per share (the "Common Stock"), for a total of 4,444,445 shares of our Series D Preferred Stock and warrants to purchase up to an aggregate of 4,444,445 shares of our Common Stock (and shares of Common Stock underlying shares of Series D Preferred Stock, PIK dividends on Series D Preferred Stock, and all such warrants).

Digital Offering will act as the lead selling agent for the Offering pursuant to the terms of the Selling Agency Agreement. Under the Selling Agency Agreement, the Company has agreed to pay Digital Offering a commission of 5.8% of the gross proceeds received in the Offering, which shall be allocated by Digital Offering to members of its selling group and soliciting dealers in Digital Offering's sole discretion. The Company will reimburse Digital Offering for its reasonable and documented legal costs up to a maximum of $75,000, of which $25,000 has been paid to date.

Digital Offering is acting on a "reasonable best efforts" basis, in connection with the Offering. Digital Offering is under no obligation to purchase any of the units or arrange for the sale of any specific number or dollar amount of shares of the units.

Any securities sold under the Selling Agency Agreement will be issued pursuant to a prospectus supplement relating to the Offering dated July 9, 2024, and an accompanying base prospectus that form a part of the registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission ("SEC") on June 4, 2024 (File No. 333-279927) and was declared effective on June 14, 2024 (collectively, the "Registration Statement").

The provisions of the Selling Agency Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to that document. Rather, investors and the public should look to other disclosures contained in the Company's filings with the SEC.

Subscription Agreement

In connection with the Offering, the Company will enter into a Subscription Agreement (the "Subscription Agreement"), pursuant to which the Company agrees to sell to certain investors up to 4,444,445 units consisting of one share of Series D Preferred Stock and one Common Stock Purchase Warrant. Each investor must complete a Subscription Agreement and submit the applicable Subscription Price as set forth therein.

Common Stock Purchase Warrant

In connection with the Offering, the Company will issue to each investor a Common Stock Purchase Warrant. Each Common Stock Purchase Warrant is exercisable at any time beginning after 180 days from July 9, 2024 through and including July 8, 2024, unless earlier redeemed. Each Common Stock Purchase Warrant is exercisable to purchase one share of Common Stock at an exercise price at an exercise price of $3.375 per share, which is a 150% premium over the unit price of the securities offered in this Offering.

The warrants will be issued in book-entry form pursuant to a Warrant Agency Agreement between the Company and Equity Stock Transfer, LLC as warrant agent, or the Warrant Agent. The warrants sold to the public will not be listed on any exchange or trading medium.

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