Shoulder Innovations Inc美股招股说明书(2025-08-01版)

5,000,000 Shares Common Stock This is an initial public offering of shares of common stock of Shoulder Innovations, Inc. We are offering 5,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The publicoffering price is $15.00 per share. We have been approved to list our common stock on the New York Stock Exchange under the trading symbol “SI.” We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, haveelected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings. See thesection titled “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller ReportingCompany.” Investing in our common stock involves a high degree of risk. See the section titled ‘‘Risk Factors’’ beginning on page20. Initial public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to us(1) (1)See the section titled “Underwriting” for additional disclosure regarding the estimated underwriting discounts and commissions and estimated offering expenses. At our request, the underwriters have reserved up to 6% of the shares of our common stock offered by this prospectus for sale at the initial publicoffering price through a directed share program to certain of our directors, officers and employees and others. See the section titled “Underwriting—Directed Share Program” for additional information. The underwriters expect to deliver the shares of common stock to purchasers on August 1, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Morgan Stanley Goldman Sachs & Co. LLC Piper Sandler Jefferies BTIG The date of this prospectus is July 30, 2025. TABLE OF CONTENTS PageCertain Relationships and Related-PartyTransactions169Principal Stockholders174Description of Capital Stock177Shares Eligible for Future Sale183Material U.S. Federal Income Tax Consequencesto Non-U.S. Holders186Underwriting190Legal Matters199Experts199Where You Can Find Additional Information199Index to Financial StatementsF-1 PageProspectus Summary3Risk Factors20Special Note Regarding Forward-LookingStatements78Use of Proceeds80Dividend Policy81Capitalization82Dilution84Management's Discussion and Analysis ofFinancial Condition and Results of Operations86Business105Management152Executive and Director Compensation158 We have not, and the underwriters have not, authorized anyone to provide you any information or to make any representationsother than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we havereferred you. Neither we nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any otherinformation others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances andin jurisdictions where it is lawful to do so. We are not, and the underwriters are not, making an offer to sell these securities in anyjurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of thisprospectus, regardless of the time of delivery of this prospectus or any sale of the shares of our common stock. Our business, financialcondition, and results of operations may have changed since that date. For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offeringor the possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdictionwhere action for that purpose is required, other than in the United States. Persons outside the United States who come into possessionof this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stockand the distribution of this prospectus outside the United States. BASIS OF PRESENTATION As used in this prospectus, unless the context otherwise requires, references to “Shoulder Innovations,” the “company,” “we,”“us,” and “our” refer to Shoulder Innovations, Inc. The financial statements include the accounts of Shoulder Innovations, Inc. Our financial statements have been prepared inaccordance with generally accepted accounting principles in the United States (“GAAP”). Our fiscal year ends on December 31 ofeach year. References to 2024 and 2023 refer to the year ended December 31, 2024 and December 31, 2023, respectively. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments.Percentage amounts included in this pro