Shoulder Innovations Inc 2026年季度报告

FORM 10-Q_________________________ (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March31, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to ______ Commission file number 001-42771_________________________ Shoulder Innovations, Inc. (Exact name of registrant as specified in its charter)_________________________ Delaware27-0538764 (State or other jurisdiction ofincorporation or organization) (I.R.S. Employer Identification No.) 1535 Steele Avenue SW, Suite B Grand Rapids, Michigan (Address of Principal Executive Offices)(Zip Code) (616) 294-1026Registrant’s telephone number, including area code N/A(Former name, former address and former fiscal year, if changed since last report)Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo As of May6, 2026, there were 20,738,226 shares of the registrant’s common stock, par value $0.001 per share, outstanding. Table of Contents Special Note Regarding Forward-Looking Statements Part I - Financial Information Item 1. Financial Statements (unaudited)5Condensed Balance Sheets5Condensed Statements of Operations and Comprehensive Loss6Condensed Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit)7Condensed Statements of Cash Flows8Notes to the Unaudited Condensed Financial Statements9Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations15Item 3. Quantitative and Qualitative Disclosures About Market Risk25Item 4. Controls and Procedures25 Part II - Other Information Item 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. ExhibitsSignatures SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q for the quarter ended March31, 2026 (this “Quarterly Report”) contains forward-lookingstatements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statementscontained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this QuarterlyReport, including but not limited to statements regarding our future results of operations and financial condition, our business plansand strategy, the potential market size, market trends and growth opportunities for our products, macroeconomic and geopoliticalconditions, and the sufficiency of our cash balances, working capital and cash generated from our operations, investing and financingactivities for future liquidity and capital resource needs, may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,”“projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms orother similar expressions that convey uncertainty of future events or outcomes, although not all forward-looking statements containthese identifying words. The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statementslargely on our current expectations and p