Carlsmed Inc美股招股说明书(2025-07-24版)

This is an initial public offering of shares of common stock by Carlsmed, Inc.We are offering 6,700,000 shares of common stock, par value $0.00001 pershare (“common stock”). The initial public offering price is $15.00 per share. Our common stock has been approved for listing on The Nasdaq Global SelectMarket under the symbol “CARL.” Upon completion of this offering, our executive officers, directors, owners of5% or more of our capital stock and their respective affiliates will own, in theaggregate, approximately 57.1% of our common stock (assuming no exercise ofthe underwriters’ option to purchase additional shares and no purchase of sharesin this offering by anyone in this group). These stockholders will be able toexercise significant control over matters requiring stockholder approval,including the election of directors, amendment of our organizational documents,and approval of any merger, sale of assets, and other major corporatetransaction. We are an “emerging growth company” and a “smaller reporting company”under the U.S. federal securities laws, and, as such, we have elected to complywith certain reduced public company reporting requirements for this prospectusand may elect to do so for future filings. See the section titled “ProspectusSummary—Implications of Being an Emerging Growth Company and a SmallerReporting Company.” (1)See the section titled “Underwriting” for additional information regarding underwriting compensation.We have granted the underwriters an option for a period of 30 days to purchasean additional 1,005,000 shares of our common stock from us at the initial publicoffering price, less underwriting discounts and commissions. Entities and individuals affiliated and associated with B Capital Group and U.S.Venture Partners (“U.S. Venture Partners”) have indicated an interest inpurchasing up to approximately $20.0 million and $11.0 million, respectively, inshares of our common stock in this offering at the initial public offering price.Given these indications of interest are not binding agreements or commitmentsto purchase, entities and individuals affiliated and associated with B CapitalGroup or U.S. Venture Partners could determine to purchase more, fewer or noshares in this offering or the underwriters could determine to sell more, fewer orno shares to entities and individuals affiliated and associated with B CapitalGroup or U.S. Venture Partners. The underwriters will receive the sameunderwriting discounts and commissions on any of our shares purchased by theentities and individuals affiliated and associated with B Capital Group or U.S.Venture Partners as they will from any other shares sold to the public in thisoffering. B Capital Group, U.S. Venture Partners and certain of their respectiveaffiliates, including our directors affiliated with those entities, have each agreednot to sell or otherwise transfer or dispose of any of our securities for a period of180 days from the date of this prospectus. To the extent these stockholders orpersons associated with them purchase any shares in this offering, the number ofshares available for sale to the general public will be accordingly reduced. Seethe section titled “Certain Relationships and Related Party Transactions—Participation in this offering.” Investing in our common stock involves a high degree of risk. Before buyingany shares, you should carefully read the discussion of the material risks ofinvesting in our common stock under the heading “Risk Factors” startingon page18of this prospectus. Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the shares of common stock to the purchaserson or about July 24, 2025. The aprevo® Technology Platform END-TO-END INTEGRATED DIGITAL TECHNOLOGY PLATFORM PRE-OP myaprevo AI-enabled 3D planning & visualization software INTRA-OP aprevo Custom-made anatomically designed interbody fusion device POST-OP aprevo intelligence Post-operative data insights & analysis INTRA-OPERATIVE aprevo application provides interactive 3D visualizations PERSONALIZED INTERBODY IMPLANTS PURPOSEFULLY DESIGNED After the myaprevo® plan is approved by the surgeon, aprevo® interbody implants are 3D printed, sterile packed, and delivered to the OR within 10 business days. The aprevo® interbody implants are optimized for Transforaminal, Lateral, or Anterior surgical access. In the OR, the surgeon delivers the aprevo® interbody implant to each planned vertebral level utilizing traditional surgical techniques. aprevo® Lateral LLIF aprevo® Transforaminal TLIF-O | TLIF-C aprevo® Anterior ALIF | ALIF-X Porous titanium surface lattice designed to promote bone on-growth and in-growth POST-OPERATIVE aprevo intelligence DATA INSIGHTS PATIENT ANALYSIS Each patient’s imaging is analyzed to generate a detail