Shoulder Innovations：2025年季度报告

FORM10-Q_________________________ (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedJune30, 2025 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to ______ Commission file number001-42771_________________________ 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 BGrand Rapids,Michigan49507(Address of Principal Executive Offices)(Zip Code) 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. YesoNox 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). YesxNoo 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.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox As of September3, 2025, there were20,359,960shares of the registrant’s common stock, par value $0.001 per share, outstanding. Table of Contents Part I - Financial Information Item 1. Financial Statements(unaudited)5Condensed Balance Sheets (unaudited)5Condensed Statements of Operations and Comprehensive Loss (unaudited)7Condensed Statements of Changes in Convertible Preferred Stock and Stockholder’s Deficit (unaudited)8Condensed Statements of Cash Flows (unaudited)9Notes to the Unaudited Condensed Financial Statements10Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations18Item 3. Quantitative and Qualitative Disclosures About Market Risk29Item 4. Controls and Procedures29 Part II - Other Information Item 1. Legal Proceedings31Item 1A. Risk Factors31Item 2. Unregistered Sales of Equity Securities and Use of Proceeds80Item 3. Defaults Upon Senior Securities81Item 4. Mine Safety Disclosures81Item 5. Other Information81Item 6. Exhibits81Signatures83 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 contains forward-looking statements. We intendsuch forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27Aof the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended(the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may beforward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”“expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,”“contemplates,” “believes,” “estimates,” “forecasts,”“predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe mayaffect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks,uncertainties and other important factors that may cause our actual results, performance or achievements to be materially differentfrom any future results, performance or achievements expressed or implied by the forward-looking statements, including, but notlimited to, the important factors discussed in Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this QuarterlyReport on Form 10-Q, and while we believe such information forms a reasonable basis for such sta