Monogram Orthopaedics (MGRM) 10-Q8 Nov 232023 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 06, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-41707
Entity Registrant Name	Monogram Orthopaedics Inc.
Entity Address, Address Line One	3913 Todd Lane
Entity Address, City or Town	Austin
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	78744
City Area Code	512
Local Phone Number	399-2656
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	MGRM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		31,131,584
Entity Central Index Key	0001769759
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Tax Identification Number	00-0000000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 14,875,476	$ 10,468,645
Prepaid expenses and other current assets	1,286,266	788,004
Total current assets	16,161,742	11,256,650
Equipment, net of accumulated depreciation	973,414	1,082,442
Intangible assets, net	601,250	758,750
Operating lease right-of-use assets	498,575	592,221
Total assets	18,234,981	13,690,063
Current liabilities:
Accounts payable	1,784,992	663,170
Accrued liabilities	551,217	748,460
Warrant liability	3,504,233	7,519,101
Operating lease liabilities, current	125,471	118,166
Total current liabilities	5,965,913	9,048,897
Operating lease liabilities, non-current	396,660	491,989
Total liabilities	6,362,573	9,540,886
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par value; 90,000,000 shares authorized, 29,302,640 and 9,673,870 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	29,303	9,674
Additional paid-in capital	59,697,475	41,894,417
Accumulated deficit	(47,854,370)	(37,763,447)
Total stockholders' equity	11,872,408	4,149,176
Total liabilities and stockholders' equity	$ 18,234,981	13,690,063
Series A Preferred Stock
Stockholders' equity:
Preferred Stock		4,898
Series B Preferred Stock
Stockholders' equity:
Preferred Stock		3,196
Series C Preferred Stock
Stockholders' equity:
Preferred Stock		$ 438

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	90,000,000	90,000,000
Common stock, shares issued	29,302,640	9,673,870
Common stock, shares outstanding	29,302,640	9,673,870
Series A Preferred Stock
Preferred Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, shares authorized	5,443,717	5,443,717
Preferred Stock, shares issued	0	4,897,553
Preferred Stock, shares outstanding	0	4,897,553
Series B Preferred Stock
Preferred Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, shares authorized	3,456,286	3,456,286
Preferred Stock, shares issued	0	3,195,599
Preferred Stock, shares outstanding	0	3,195,599
Series C Preferred Stock
Preferred Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, shares authorized	600,000	600,000
Preferred Stock, shares issued	0	438,367
Preferred Stock, shares outstanding	0	438,367

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Research and development	$ 2,446,366	$ 1,169,216	$ 6,949,486	$ 3,315,858
Marketing and advertising	27,742	97,350	2,831,478	2,369,605
General and administrative	1,282,924	546,739	3,610,335	1,728,510
Total operating expenses	3,757,032	1,813,305	13,391,299	7,413,973
Loss from operations	(3,757,032)	(1,813,305)	(13,391,299)	(7,413,973)
Other income (expense):
Change in fair value of warrant liability	2,646,399	(2,437,033)	3,088,533	(3,230,624)
Interest income and other, net	114,973	34,024	211,843	64,187
Total other income (expense), net	2,761,372	(2,403,009)	3,300,376	(3,166,437)
Net loss before taxes	(995,660)	(4,216,314)	(10,090,923)	(10,580,410)
Net loss	$ (995,660)	$ (4,216,314)	$ (10,090,923)	$ (10,580,410)
Basic loss per common share	$ (0.03)	$ (0.44)	$ (0.52)	$ (1.09)
Diluted loss per common share	$ (0.03)	$ (0.44)	$ (0.52)	$ (1.09)
Weighted-average number of basic shares outstanding	29,284,949	9,673,870	19,482,606	9,673,870
Weighted-average number of diluted shares outstanding	29,284,949	9,673,870	19,482,606	9,673,870

CONDENSED STATEMENTS OF STOCKHO

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Series A Preferred Stock Preferred Stock	Series B Preferred Stock Preferred Stock	Series C Preferred Stock Preferred Stock	Common Stock Restricted stock	Common Stock	Additional Paid-in Capital Restricted stock	Additional Paid-in Capital	Accumulated Deficit	Restricted stock	Total
Balance as of beginning at Dec. 31, 2021	$ 4,898	$ 1,743			$ 9,674		$ 27,559,343	$ (24,072,500)		$ 3,503,158
Balance as of beginning (in shares) at Dec. 31, 2021	4,897,553	1,743,481			9,673,870
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Issuance of Stock for cash, net of issuance costs		$ 1,356					9,010,822			9,012,178
Issuance of Stock for cash, net of issuance costs (in shares)		1,356,303
Stock-based compensation							76,973			76,973
Net loss								(4,504,659)		(4,504,659)
Balance as of ending at Mar. 31, 2022	$ 4,898	$ 3,099			$ 9,674		36,647,138	(28,577,159)		8,087,650
Balance as of ending (in shares) at Mar. 31, 2022	4,897,553	3,099,784			9,673,870
Balance as of beginning at Dec. 31, 2021	$ 4,898	$ 1,743			$ 9,674		27,559,343	(24,072,500)		3,503,158
Balance as of beginning (in shares) at Dec. 31, 2021	4,897,553	1,743,481			9,673,870
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Net loss										(10,580,410)
Balance as of ending at Sep. 30, 2022	$ 4,898	$ 3,196	$ 75		$ 9,674		38,179,997	(34,652,910)		3,544,931
Balance as of ending (in shares) at Sep. 30, 2022	4,897,553	3,195,667	74,729		9,673,870
Balance as of beginning at Mar. 31, 2022	$ 4,898	$ 3,099			$ 9,674		36,647,138	(28,577,159)		8,087,650
Balance as of beginning (in shares) at Mar. 31, 2022	4,897,553	3,099,784			9,673,870
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Issuance of Stock for cash, net of issuance costs		$ 97					602,804			597,900
Issuance of Stock for cash, net of issuance costs (in shares)		95,883
Stock-based compensation							184,944			184,944
Net loss								(1,859,437)		(1,859,437)
Balance as of ending at Jun. 30, 2022	$ 4,898	$ 3,196			$ 9,674		37,434,886	(30,436,596)		7,016,058
Balance as of ending (in shares) at Jun. 30, 2022	4,897,553	3,195,667			9,673,870
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Issuance of Stock for cash, net of issuance costs			$ 75				697,187			697,261
Issuance of Stock for cash, net of issuance costs (in shares)			74,729
Stock-based compensation							47,926			47,926
Net loss								(4,216,314)		(4,216,314)
Balance as of ending at Sep. 30, 2022	$ 4,898	$ 3,196	$ 75		$ 9,674		38,179,997	(34,652,910)		3,544,931
Balance as of ending (in shares) at Sep. 30, 2022	4,897,553	3,195,667	74,729		9,673,870
Balance as of beginning at Dec. 31, 2022	$ 4,898	$ 3,196	$ 438		$ 9,674		41,894,417	(37,763,447)		4,149,176
Balance as of beginning (in shares) at Dec. 31, 2022	4,897,553	3,195,599	438,367		9,673,870
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Issuance of Stock for cash, net of issuance costs			$ 21				147,021			147,042
Issuance of Stock for cash, net of issuance costs (in shares)			21,088
Stock-based compensation							368,140			368,140
Net loss								(3,858,722)		(3,858,722)
Balance as of ending at Mar. 31, 2023	$ 4,898	$ 3,196	$ 459		$ 9,674		42,409,578	(41,622,169)		805,636
Balance as of ending (in shares) at Mar. 31, 2023	4,897,553	3,195,599	459,455		9,673,870
Balance as of beginning at Dec. 31, 2022	$ 4,898	$ 3,196	$ 438		$ 9,674		41,894,417	(37,763,447)		4,149,176
Balance as of beginning (in shares) at Dec. 31, 2022	4,897,553	3,195,599	438,367		9,673,870
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Net loss										(10,090,923)
Balance as of ending at Sep. 30, 2023					$ 29,303		59,697,475	(47,854,370)		11,872,408
Balance as of ending (in shares) at Sep. 30, 2023					29,302,640
Balance as of beginning at Mar. 31, 2023	$ 4,898	$ 3,196	$ 459		$ 9,674		42,409,578	(41,622,169)		805,636
Balance as of beginning (in shares) at Mar. 31, 2023	4,897,553	3,195,599	459,455		9,673,870
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Conversions of Preferred Stock into Common Stock	$ (4,898)	$ (3,196)	$ (459)		$ 17,105		(8,522)
Conversions of Preferred Stock into Common Stock ( in shares)	(4,897,553)	(3,195,599)	(459,455)		17,105,214
Issuance of Stock for cash, net of issuance costs					$ 2,375		15,285,486			15,287,860
Issuance of Stock for cash, net of issuance costs (in shares)					2,374,641
Exercise of warrants					$ 79		926,256			926,335
Exercise of warrants (in shares)					78,837
Issuance of restricted Common Stock for services				$ 21		$ 24,979			$ 25,000
Issuance of restricted Common Stock for services (in shares)				20,689
Stock-based compensation							390,120			390,120
Net loss								(5,236,541)		(5,236,541)
Balance as of ending at Jun. 30, 2023					$ 29,253		59,027,867	(46,858,710)		12,198,410
Balance as of ending (in shares) at Jun. 30, 2023					29,253,251
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Issuance of restricted Common Stock for services					$ 49		277,931			277,980
Issuance of restricted Common Stock for services (in shares)					49,389
Stock-based compensation							400,239			400,239
Vesting of common stock from services performed							25,000			25,000
Stock issuance costs							(33,561)			(33,561)
Net loss								(995,660)		(995,660)
Balance as of ending at Sep. 30, 2023					$ 29,303		$ 59,697,475	$ (47,854,370)		$ 11,872,408
Balance as of ending (in shares) at Sep. 30, 2023					29,302,640

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Operating activities:
Net loss	$ (10,090,923)	$ (10,580,410)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,158,499	309,843
Other expenses settled with stock issuances	80,000
Depreciation and amortization	307,293	286,012
Change in fair value of warrant liability	(3,088,533)	3,230,624
Changes in non-cash working capital balances:
Other current assets	273,079	293,326
Accounts payable	1,121,822	(176,417)
Accrued liabilities	(197,243)	(164,575)
Operating lease assets and liabilities, net	5,622	18,383
Cash used in operating activities	(10,430,384)	(6,783,214)
Investing activities:
Purchases of equipment	(40,765)	(206,553)
Cash used in investing activities	(40,765)	(206,553)
Financing activities:
Proceeds from issuance of Common Stock, net of cost	15,254,300
Payments of costs related to Common Stock Purchase Agreement	(523,362)
Federal grant		231,000
Cash provided by financing activities	14,877,980	10,543,339
Increase in cash and cash equivalents during the period	4,406,831	3,553,572
Cash and cash equivalents, beginning of the period	10,468,645	5,535,710
Cash and cash equivalents, end of the period	14,875,476	9,089,282
Noncash investing and financing activities:
Increase in right of use asset and lease liability from lease extension		245,120
Common Stock issued for services related to Common Stock Purchase Agreement	247,980
Cashless exercise of warrant	926,335
Series B Preferred Stock
Financing activities:
Proceeds from issuances of preferred stock, net		9,615,077
Series C Preferred Stock
Financing activities:
Proceeds from issuances of preferred stock, net	$ 147,042	$ 697,261

Description of Business and Sum

Description of Business and Summary of Accounting Principles	9 Months Ended
	Sep. 30, 2023
Description of Business and Summary of Accounting Principles
Description of Business and Summary of Accounting Principles	1. Description of Business and Summary of Accounting Principles Monogram Orthopaedics Inc. (“Monogram” or the “Company”), incorporated in the state of Delaware on April 21, 2016, is working to develop a product solution architecture to eventually enable mass personalized optimization of orthopedic implants by linking 3D printing and robotics via automated digital image analysis algorithms. The Company has a working navigated robot prototype that can optically track a simulated surgical target and execute optimized auto-generated cut paths for high precision insertion of implants in synthetic bone specimens. These implants and cut-paths are generated with proprietary Monogram software algorithms. Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and are consistent in all material respects with those applied in our December 31, 2022 Form 1-K. As permitted by SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. In the opinion of management, all normal and recurring adjustments considered necessary for the fair presentation of the financial statements have been included. Revenues, expenses, assets, and liabilities can vary during each quarter of the year, therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The information included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s 2022 Form 1-K. Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, incurred a net loss during the nine months ended September 30, 2023 of $10,090,923 and has an accumulated deficit of $47,854,370 as of September 30, 2023. The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited financial statements were available to be issued is dependent upon its ability to produce revenues, raise capital, and/or obtain other financing sufficient to meet current and future obligations. Management has evaluated these conditions and believes its current cash balances, plus the additional capital available under the Common Stock Purchase Agreement described in Note 3, will be sufficient for the Company to satisfy its near-term capital needs and to continue as a going concern for a reasonable period. Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the three and nine months ended September 30, 2023 and 2022, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2023 2022 Shares issuable upon conversion of Series A Preferred Stock — 9,795,106 Shares issuable upon conversion of Series B Preferred Stock — 6,391,334 Shares issuable upon conversion of Series C Preferred — 149,458 Shares issuable upon exercise of warrants 2,376,495 2,317,924 Shares issuable upon exercise of stock options 4,891,891 4,817,666 Total 7,268,386 23,471,488 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Other Current Assets

Other Current Assets	9 Months Ended
Other Current Assets	Sep. 30, 2023
Other Current Assets
Other Current Assets	2. Other Current Assets Other current assets consist of the following as of September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 Inventory $ 4,550 $ 4,550 Receivable from investment platform vendor — 157,598 Advance paid to vendor for supply development contract 163,380 250,000 Deferred costs of Common Stock Purchase Agreement 771,341 — Other prepaid expenses 346,995 375,856 Other current assets $ 1,286,266 $ 788,004 In connection with the Common Stock Purchase Agreement described in Note 3, the Company incurred costs totaling $771,341 that will be recognized as a reduction of the proceeds from purchases made under this agreement when such purchases occur in future periods. Of these total costs, $523,362 were paid in cash and $247,980 were settled through the issuance of 45,252 shares of Common Stock to the counterparty to the Common Stock Purchase Agreement. The receivable from the Company’s investment platform vendor was the result of a timing difference between when investors purchased the Company’s shares and remitted payment to the platform vendor and when these funds were released to the Company by the platform vendor.

Preferred and Common Stock

Preferred and Common Stock	9 Months Ended
Preferred and Common Stock	Sep. 30, 2023
Preferred and Common Stock
Preferred and Common Stock	3. Preferred and Common Stock Issuances of Common Stock On May 16, 2023, the Company completed an offering pursuant to Tier 2 of Regulation A, in which it raised $15,287,860, net of issuance costs of $1,928,287, from the sale of 2,374,641 shares of Common Stock at a price of $7.25 per share. Subsequently, on May 17, 2023, the Company filed a Form 8-A in connection with the listing of its Common Stock on Nasdaq, which was declared effective on the same date. At that time, each outstanding share of Series A, Series B, and Series C Preferred Stock was converted into two shares of Common Stock of the Company. During May 2023, the Company entered into a consulting arrangement with a vendor under which the Company issued 20,689 shares of restricted Common Stock that vest on a monthly basis over a term of 12 months. The estimated fair value of these shares was $150,000 on the date of grant and is being recognized as a component of general and administrative expenses on a straight-line basis over the 12-month vesting term. Common Stock Purchase Agreement On July 19, 2023, the Company entered into a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) and a Registration Rights Agreement with B. Riley Principal Capital, II LLC (the “BRPC II”), pursuant to which the registrant has the right to sell to BRPC II up to $20.0 million in shares of Common Stock (the “Committed Equity Shares”), subject to certain limitations and the satisfaction of specified conditions in the Common Stock Purchase Agreement, from time to time over the 24-month period commencing upon the initial satisfaction of the conditions to the BRPC II’s purchase obligations set forth in the Common Stock Purchase Agreement. Sales of Common Stock pursuant to the Common Stock Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and it is under no obligation to sell any securities to BRPC II. Through September 30, 2023, the Company had not sold any shares to BRPC II under the Common Stock Purchase Agreement. As consideration for BRPC II’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued 45,252 shares of Common Stock to BRPC II (the “Commitment Shares”) with a fair market value of $247,980 on the date of issuance. The Company also paid a Commitment Fee of $200,000 to BRPC II. Under the terms of the Common Stock Purchase Agreement, if the aggregate proceeds received by BPRC II from its resale of the Commitment Shares is less than $200,000 then, upon notice by BRPC II, the Company must pay the difference between $200,000 and the aggregate proceeds received by BPRC II from its resale of the Commitment Shares. At September 30, 2023, the market value of the Commitment Shares was $117,655. Therefore, the Company’s make-whole obligation was $82,345 and this amount was recorded as a component of accrued expenses in the accompanying balance sheet. The change in the fair value of the make-whole obligation is recorded as a component of interest income and other, net, in the accompanying statement of operations. Offering of Series B Preferred Stock On January 15, 2021, the Company received a notice of qualification to issue up to 4,784,689 shares of Series B Preferred Stock, plus up to 478,468 additional shares of Series B Preferred Stock eligible to be issued as Bonus Shares to investors. The initial price of each share sold in the offering was $6.27, but this was increased to $7.52 beginning in June 2021. In connection with the Company’s filing of a Form 8-A on May 17, 2023, each share of outstanding Series B Preferred Stock was converted into two shares of Common Stock. Offering of Series C Preferred Stock On July 14, 2022, the Company initiated a Regulation CF offering with Novation Solutions Inc. (O/A DealMaker) in which the Company planned to raise up to $5,000,000 from the issuance of 499,500 shares of Series C Preferred Stock at a price per share of $10.01 (the “Series C Offering”). In connection with the Company’s filing of a Form 8-A on May 17, 2023, each share of outstanding Series C Preferred Stock was converted into two shares of Common Stock. Anti-Dilution Right of CEO Benjamin Sexson, the Company’s Chief Executive Officer (“CEO”), is entitled to pre-emptive rights that permit him to preserve his vested equity position in the Company in the event of any additional issuances of Common Stock (or securities convertible into Common Stock), at a per-share price equal to the then current fair value, as reasonably determined by the Board.

Stock Warrants

Stock Warrants	9 Months Ended
Stock Warrants	Sep. 30, 2023
Stock Warrants
Stock Warrants	4. Stock Warrants Non-Dilutive Warrant On December 20, 2018, the Company issued a non-dilutive warrant that expires on December 20, 2025. The warrant has an exercise price of $1,250,000 and is exercisable into (i) shares of Common Stock equal to five percent (5%), calculated on a post-exercise basis, of the fully diluted capitalization of the Company, as of the date or dates of exercise, plus (ii) shares of preferred stock of each class or series of preferred stock of the Company equal to five percent (5%), calculated on a post-exercise basis, of the total issued and outstanding number of preferred shares of the Company, as of the date or dates of exercise. At September 30, 2023 and December 31, 2022, this warrant was exercisable into a total of 1,828,551 and 1,697,525 shares, respectively, of the Company’s capital stock. The fair value of the warrant was $3,504,233 at September 30, 2023 and, since the warrant was exercised in early October 2023 (see Note 6), was calculated based on the difference between the $2.60 per share fair value of the Company’s Common Stock on September 30, 2023 and the $0.6836 per share exercise price of the warrant. Exercised Warrant In October 2020, the Company issued a warrant to a vendor in exchange for platform and technology services provided to the Company in connection with its offering of Series B Preferred Stock. At December 31, 2022, the warrant was exercisable into 116,457 shares of Series B Preferred Stock and the estimated value of the warrant liability was $127,059. On May 18, 2023, the holder executed a cashless exercise of the warrant and received 78,837 shares of the Company’s Common Stock, which represented the difference between the total warrant shares issuable at exercise and the 37,619 warrant shares withheld by the Company to satisfy the holder’s exercise price obligation. Immediately prior to the exercise, the Company remeasured the fair value of the warrant and recorded a loss from the change in the fair value of $805,135. Other Warrant In February 2019, the Company entered into a warrant agreement that provided the holder with the right to acquire $1,000,000 worth of shares of the Company’s capital stock upon the occurrence of the Company raising $5,000,000 in an equity financing. This warrant is exercisable into 547,944 shares of Common Stock at a price of $1.825 per share and expires in February 2024.

Stock Options

Stock Options	9 Months Ended
Stock Options	Sep. 30, 2023
Stock Options
Stock Options	5. Stock Options The Company has adopted a stock option plan covering the issuance of up to 5,200,300 shares of Common Stock to qualified individuals. Options granted under this plan vest over four years and expire ten years from the date of the grant. The following table summarizes stock option activity for the nine months ended September 30, 2023: Option Weighted-Average Weighted-Average Number of Exercise Remaining Shares Price Per Share Contractual Term Options outstanding as of January 1, 2023 4,851,666 $ 1.91 8.4 Granted 100,500 2.00 — Exercised — — — Canceled 60,275 0.75 — Options outstanding as of September 30, 2023 4,891,891 $ 1.92 7.7 Options exercisable as of September 30, 2023 2,243,729 $ 1.70 6.6 Stock-based compensation expense resulting from granted stock options was $1,158,519 and $309,843 for the nine months ended September 30, 2023 and 2022, respectively. Unrecognized stock-based compensation expense related to stock options of $6,214,951 at September 30, 2023 will be recognized in future periods as the related stock options continue to vest over a weighted-average period of 3.15 years.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies.
Commitments and Contingencies	6. Commitments and Contingencies Under the Company’s Exclusive License Agreement with the Icahn School of Medicine at Mount Sinai (“Mt. Sinai”), the Company has an obligation to make certain payments to Mt. Sinai as a result of reaching certain milestones in the development and sales of the product, and for significant events related to the Company. The Company is currently in discussions with Mt. Sinai in regard to the payment obligation associated with a “Significant Transaction” following the Company becoming publicly traded on Nasdaq without undertaking a traditional initial public offering contemplated by that term. Current discussions may require the Company to make a payment to Mt. Sinai, or to provide Mt. Sinai a senior note reflecting the obligation to make payment under the terms of the Exclusive License Agreement.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events
Subsequent Events	7. Subsequent Events On October 2, 2023, Pro-Dex, the holder of the non-dilutive warrant described in Note 4 paid the Company $1,250,000 to exercise this warrant into 1,828,551 shares of Common Stock. As consideration for Pro-Dex agreeing to exercise this warrant, the Company agreed to issue Pro-Dex “Coverage Warrants”. Under the terms of the Coverage Warrants, if, (a) between October 2, 2023 and March 31, 2024 or (b) during the six month period between (i) April 1 and September 30 and (ii) October 1 and March 31 of each year thereafter, Monogram engages in or otherwise consummates an issuance of securities that results in Monogram receiving, or having the right to receive, gross proceeds of $5,000,000 or more during such period, then Monogram will issue Pro-Dex a warrant to be exercised in cash to purchase 5% (calculated after giving effect to such issuance to Pro-Dex) of the types, series and classes of securities issued during such period at a price equal to the total gross proceeds received over the such period divided by the number of securities issued during that same period on terms at least as favorable to Pro-Dex as the most favorable terms pursuant to which any such securities are acquired by any investor during such period (each, a “Coverage Warrant”). Each Coverage Warrant will be issued to Pro-Dex within ten six Apart from the events described above, no additional material events were identified which require adjustment or disclosure in the financial statements.

Description of Business and S_2

Description of Business and Summary of Accounting Principles (Policies)	9 Months Ended
	Sep. 30, 2023
Description of Business and Summary of Accounting Principles
Basis of Presentation	Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and are consistent in all material respects with those applied in our December 31, 2022 Form 1-K. As permitted by SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. In the opinion of management, all normal and recurring adjustments considered necessary for the fair presentation of the financial statements have been included. Revenues, expenses, assets, and liabilities can vary during each quarter of the year, therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The information included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s 2022 Form 1-K.
Going Concern	Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, incurred a net loss during the nine months ended September 30, 2023 of $10,090,923 and has an accumulated deficit of $47,854,370 as of September 30, 2023.
Stock Split	Stock Split On November 30, 2022, the Company effected a two-for-one stock split of its common stock and increased the number of authorized shares of the Company’s capital stock to 150,000,000, with 90,000,000 designated as Common Stock, and 60,000,000 designated as Preferred Stock. All share and loss per share information have been retroactively adjusted for all periods presented to reflect the stock split, the incremental par value of the newly issued shares, and the increased number of authorized shares.
Use of Estimates	Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the three and nine months ended September 30, 2023 and 2022, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: 2023 2022 Shares issuable upon conversion of Series A Preferred Stock — 9,795,106 Shares issuable upon conversion of Series B Preferred Stock — 6,391,334 Shares issuable upon conversion of Series C Preferred — 149,458 Shares issuable upon exercise of warrants 2,376,495 2,317,924 Shares issuable upon exercise of stock options 4,891,891 4,817,666 Total 7,268,386 23,471,488
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Description of Business and S_3

Description of Business and Summary of Accounting Principles (Tables)	9 Months Ended
	Sep. 30, 2023
Description of Business and Summary of Accounting Principles
Schedule of shares excluded from the calculation of diluted loss per share because such amounts were antidilutive	2023 2022 Shares issuable upon conversion of Series A Preferred Stock — 9,795,106 Shares issuable upon conversion of Series B Preferred Stock — 6,391,334 Shares issuable upon conversion of Series C Preferred — 149,458 Shares issuable upon exercise of warrants 2,376,495 2,317,924 Shares issuable upon exercise of stock options 4,891,891 4,817,666 Total 7,268,386 23,471,488

Other Current Assets (Tables)

Other Current Assets (Tables)	9 Months Ended
Other Current Assets (Tables)	Sep. 30, 2023
Other Current Assets
Schedule of components of other current assets	September 30, December 31, 2023 2022 Inventory $ 4,550 $ 4,550 Receivable from investment platform vendor — 157,598 Advance paid to vendor for supply development contract 163,380 250,000 Deferred costs of Common Stock Purchase Agreement 771,341 — Other prepaid expenses 346,995 375,856 Other current assets $ 1,286,266 $ 788,004

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
Stock Options (Tables)	Sep. 30, 2023
Stock Options
Summary of stock option activity	Option Weighted-Average Weighted-Average Number of Exercise Remaining Shares Price Per Share Contractual Term Options outstanding as of January 1, 2023 4,851,666 $ 1.91 8.4 Granted 100,500 2.00 — Exercised — — — Canceled 60,275 0.75 — Options outstanding as of September 30, 2023 4,891,891 $ 1.92 7.7 Options exercisable as of September 30, 2023 2,243,729 $ 1.70 6.6

Description of Business and S_4

Description of Business and Summary of Accounting Principles (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Nov. 30, 2022 shares
Description of Business and Summary of Accounting Principles
Stock split conversion ratio	2
Net loss \| $	$ (10,090,923)	$ (10,580,410)
Accumulated deficit \| $	$ (47,854,370)		$ (37,763,447)
Aggregate authorized shares				150,000,000
Common stock, shares authorized	90,000,000		90,000,000	90,000,000
Preferred Stock, shares authorized				60,000,000

Description of Business and S_5

Description of Business and Summary of Accounting Principles - Antidilutive shares (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive shares
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive	7,268,386	23,471,488
Shares issuable upon conversion of Series A Preferred Stock
Antidilutive shares
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive		9,795,106
Shares issuable upon conversion of Series B Preferred Stock
Antidilutive shares
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive		6,391,334
Shares issuable upon conversion of Series C Preferred
Antidilutive shares
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive		149,458
Shares issuable upon exercise of warrants
Antidilutive shares
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive	2,376,495	2,317,924
Shares issuable upon exercise of stock options
Antidilutive shares
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive	4,891,891	4,817,666

Other Current Assets - Componen

Other Current Assets - Components of other current assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Other Current Assets
Inventory	$ 4,550	$ 4,550
Receivable from investment platform vendor		157,598
Advance paid to vendor for supply development contract	163,380	250,000
Deferred costs of Common Stock Purchase Agreement	771,341
Other prepaid expenses	346,995	375,856
Other current assets	$ 1,286,266	$ 788,004

Other Current Assets (Details)

Other Current Assets (Details) - USD ($)	Jul. 19, 2023	May 16, 2023
Other Current Assets
Issuance costs paid in cash		$ 1,928,287
Common Stock Purchase Agreement
Other Current Assets
Offering costs	$ 771,341
Issuance costs paid in cash	523,362
Amount of issuance costs settled through issuance of shares	$ 247,980
Number of shares issued for settlement of offering costs	45,252

Preferred and Common Stock (Det

Preferred and Common Stock (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Jul. 19, 2023

May 16, 2023

Jul. 14, 2022

May 31, 2023

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Sep. 30, 2023

May 17, 2023

Jun. 30, 2021

Jan. 15, 2021

Preferred and Common Stock

Proceeds from issuance of Common Stock, net of cost

$ 15,287,860

$ 15,254,300

Payments of costs related to Common Stock Purchase Agreement

$ 1,928,287

Common stock shares issued

2,374,641

Share price

$ 7.25

Stock issued for services

20,689

Vesting term

12 months

4 years

Fair value of options granted

$ 150,000

Fair market value of shares on the date of issuance

$ 15,287,860

$ 147,042

$ 697,261

$ 597,900

$ 9,012,178

Issuance costs recorded as reduction of additional paid-in capital

$ 33,561

Committed Equity Shares | Common Stock Purchase Agreement and Registration Rights Agreement | BRPC II

Preferred and Common Stock

Common stock shares issued

45,252

Shares agreed to sell

20,000,000

Period commencing upon the initial satisfaction of the conditions

24 months

Fair market value of shares on the date of issuance

$ 247,980

Commitment fee

200,000

Minimum aggregate proceeds to be received on resale of shares

200,000

Fair market value of shares

117,655

$ 117,655

Market whole obligation payable

$ 82,345

Committed Equity Shares | Minimum | Common Stock Purchase Agreement and Registration Rights Agreement | BRPC II

Preferred and Common Stock

Minimum aggregate proceeds to be received on resale of shares

$ 200,000

Series B Preferred Stock

Preferred and Common Stock

Share price

$ 7.52

$ 6.27

Maximum number of shares issuable, pursuant to notice of qualification

4,784,689

Maximum number of bonus shares issuable, pursuant to notice of qualification

478,468

Number of common stock that each share of preferred stock may be converted into

Series C Preferred Stock

Preferred and Common Stock

Common stock shares issued

499,500

Share price

$ 10.01

Number of common stock that each share of preferred stock may be converted into

Maximum proceeds to be raised by issuance of shares

$ 5,000,000

Stock Warrants (Details)

Stock Warrants (Details) - USD ($)		1 Months Ended	3 Months Ended
Stock Warrants (Details) - USD ($)	May 18, 2023	Feb. 28, 2019	Jun. 30, 2023	Sep. 30, 2023	May 17, 2023	Dec. 31, 2022	Dec. 20, 2018
Stock Warrants
Fair value of warrants				$ 3,504,233		$ 7,519,101
Stock issued for cashless exercise of the warrant	78,837
Warrant shares withheld	37,619
Change in the fair value of exercised warrant	$ 805,135		$ 805,135
Series B Preferred Stock
Stock Warrants
Number of common stock that each share of preferred stock may be converted into					2
December 2018 warrants
Stock Warrants
Aggregate exercise price of warrants							$ 1,250,000
Common stock shares called by warrants, as a percentage of the fully diluted capitalization of the Company							5%
Preferred stock shares called by warrants, as a percentage of the total issued and outstanding number of preferred shares							5%
Number of shares called by warrants				1,828,551		1,697,525
Fair value of warrants				$ 3,504,233
Exercise price of warrants				$ 0.6836
Fair value per share				$ 2.60
October 2020 warrants
Stock Warrants
Fair value of warrants						$ 127,059
October 2020 warrants \| Series B Preferred Stock
Stock Warrants
Number of shares called by warrants						116,457
February 2019 warrants
Stock Warrants
Value of capital stock shares called by warrants		$ 1,000,000
Threshold proceeds from equity financing for exercise of warrants		$ 5,000,000
February 2019 warrants \| Series A Preferred Stock
Stock Warrants
Number of shares called by warrants		547,944
Exercise price of warrants		$ 1.825

Stock Options (Details)

Stock Options (Details) - shares	1 Months Ended	9 Months Ended
Stock Options (Details) - shares	May 31, 2023	Sep. 30, 2023
Stock Options
Number of shares authorized		5,200,300
Vesting term	12 months	4 years
Expiration term		10 years

Stock Options - Stock option ac

Stock Options - Stock option activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Option Number of Shares
Options outstanding as of beginning	4,851,666
Granted	100,500
Canceled	60,275
Options outstanding as of end	4,891,891	4,851,666
Options exercisable as of end	2,243,729
Weighted-Average Exercise Price Per Share
Options outstanding as of beginning (in shares)	$ 1.91
Granted (in shares)	2
Canceled (in shares)	0.75
Options outstanding as of end (in shares)	1.92	$ 1.91
Options exercisable as of end (in shares)	$ 1.70
Weighted-Average Remaining Contractual Term
Weighted-Average Remaining Contractual Term	7 years 8 months 12 days	8 years 4 months 24 days
Weighted-Average Exercisable Remaining Contractual Term	6 years 7 months 6 days

Stock Options - Additional info

Stock Options - Additional information (Details) - USD ($)	9 Months Ended
Stock Options - Additional information (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Stock Options
Unrecognized stock-based compensation expense	$ 6,214,951
Unrecognized stock-based compensation expense expected to recognize in future periods	3 years 1 month 24 days
Stock option
Stock Options
Stock-based compensation expense	$ 1,158,519	$ 309,843

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)			9 Months Ended
Subsequent Events (Details) - USD ($)	Oct. 02, 2023	May 16, 2023	Sep. 30, 2023	Dec. 31, 2022
Subsequent Events
Gross proceeds from issuance of securities		$ 15,287,860	$ 15,254,300
December 2018 warrants
Subsequent Events
Number of shares called by warrants			1,828,551	1,697,525
Subsequent Events \| Pro-Dex \| December 2018 warrants
Subsequent Events
Proceeds from exercise of warrants	$ 1,250,000
Number of shares called by warrants	1,828,551
Subsequent Events \| Pro-Dex \| October 2020 warrants \| If company consummates issuance of securities
Subsequent Events
Gross proceeds from issuance of securities	$ 5,000,000
Percentage of warrants to be exercised in cash	5%
Threshold period to issue warrants after last day of applicable period	10 days
Warrants term	6 months