Material Agreement Form 8 K

On July 22, 2024, Monogram Technologies Inc. ("we," "us," "our"), entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with B. Riley Securities, Inc. to sell shares of our common stock from time to time through an "at-the-market" equity offering program under which B. Riley Securities, Inc. will act as our sales agent (the "Sales Agent").

Under the Sales Agreement, we will set the parameters for the sale of shares of our common stock, including the maximum number or amount of shares to be sold, the time period during which sales may be made, any limitation on the number or amount of shares that may be sold in any one trading day, and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell shares of our common stock by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, sales made directly on or through the Nasdaq Capital Market ("Nasdaq"), on or through any other existing trading market for our common stock or to or through a market maker. The Sales Agent will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq. We made certain customary representations, warranties and covenants to the Sales Agent in the Sales Agreement, and we agreed to customary indemnification and contribution obligations, including with respect to liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Sales Agreement may be terminated by us or the Sales Agent for any or no reason upon five days' prior notice.

Under the Sales Agreement, we may issue and sell from time to time shares of our common stock. We have no obligation to sell any shares of our common stock under the Sales Agreement, and we may suspend solicitation and offers under the Sales Agreement for any reason in our sole discretion. We agreed to pay the Sales Agent a commission equal to up to 3.0% of the gross proceeds from the sales of shares of our common stock pursuant to the Sales Agreement or such lower amount as we and the Sales Agent may agree.

Any shares of our common stock sold under the Sales Agreement will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-279927) (the "Registration Statement"), and the base prospectus included therein, originally filed with the U.S. Securities and Exchange Commission ("SEC") on June 4, 2024 and declared effective by the SEC on June 14, 2024. A prospectus supplement relating to the offering of shares of our common stock under the Sales Agreement was filed with the SEC on July 22, 2024.

The foregoing description of terms and conditions of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Sales Agreement and are not intended as documents for investors and the public to obtain factual information about our current state of affairs. For such information, investors and the public should look to the disclosures contained in our reports to and other filings with the SEC.

The legal opinion of Duane Morris LLP relating to the shares of our common stock that may be offered and sold pursuant to the Registration Statement and the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.