si-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission file number 001-42771

_________________________

Shoulder Innovations, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware			27-0538764
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1535 Steele Avenue SW, Suite B Grand Rapids, Michigan			49507
(Address of Principal Executive Offices)			(Zip Code)

(616) 294-1026

Registrant’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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SI	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 o No x

As of May 6, 2026, there were 20,738,226 shares of the registrant’s common stock, par value $0.001 per share, outstanding.


			Page

Special Note Regarding Forward-Looking Statements			3

Part I - Financial Information
Item 1. Financial Statements (unaudited)			5
Condensed Balance Sheets			5
Condensed Statements of Operations and Comprehensive Loss			6
Condensed Statements of Changes in Convertible Preferred Stock and Stockholder s ’ Equity (Deficit)			7
Condensed Statements of Cash Flows			8
Notes to the Unaudited Condensed Financial Statements			9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3. Quantitative and Qualitative Disclosures About Market Risk			25
Item 4. Controls and Procedures			25

Part II - Other Information
Item 1. Legal Proceedings			26
Item 1A. Risk Factors			26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			26
Item 3. Defaults Upon Senior Securities			26
Item 4. Mine Safety Disclosures			26
Item 5. Other Information			27
Item 6. Exhibits			27
Signatures			28


	March 31, 2026		December 31, 2025

Assets
Current assets
Cash and cash equivalents	$	11,492	$	26,871
Marketable securities	97,046		97,434
Trade accounts receivable, net of allowance for credit losses	10,546		8,268
Inventories, net	21,829		21,591
Prepaid expenses	1,705		1,518
Other current assets	3,158		1,483
Total current assets	145,776		157,165
Property and equipment, net	14,470		12,532
Operating lease right-of-use asset	90		110
Intangible assets, net	25		100
Total assets	$	160,361	$	169,907
Liabilities, convertible preferred stock, and stockholders’ equity
Current liabilities
Accounts payable ($1,176 and $1,220 to related parties, respectively)	$	5,924	$	8,874
Current operating lease obligations	50		62
Accrued liabilities ($666 and $575 to related parties, respectively)	6,366		5,259
Total current liabilities	12,340		14,195
Long-term liabilities

Long-term debt	14,961		14,911
Other long-term liabilities	43		51
Total long-term liabilities	15,004		14,962
Total liabilities	$	27,344	$	29,157
Commitments and contingencies (note 9)
Stockholders’ equity
Common stock, $0.001 par value, 730,000,000 shares authorized and 20,703,159 and 20,623,457 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	$	21	$	21
Preferred stock, $0.001 par value, 20,000,000 shares authorized and no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Additional paid-in capital	238,839		238,012
Accumulated deficit	(105,779)		(97,400)
Accumulated other comprehensive income	(64)		117
Total stockholders’ equity	133,017		140,750
Total liabilities, convertible preferred stock, and stockholders’ equity	$	160,361	$	169,907


	Three Months Ended
	March 31, 2026		March 31, 2025
Net revenue	$	16,708	$	10,132
Cost of goods sold	3,722		2,341
Gross profit	12,986		7,791
Selling, general and administrative expenses (includes $1,239 and $849 to related parties, respectively)	18,208		10,502
Research and development expenses (includes $3,065 and $1,235 to related parties, respectively)	3,754		1,583
Operating loss	(8,976)		(4,294)
Other (income) expense
Interest (income) expense, net	(436)		367


Other (income) expense, net	(161)		1
Total other (income) expense	(597)		368
Loss before income tax expense	(8,379)		(4,662)
Income tax expense	—		—
Net loss	$	(8,379)	$	(4,662)

Other comprehensive loss, net
Unrealized loss on marketable securities	(181)		(116)
Total other comprehensive loss, net	(181)		(116)
Comprehensive loss	$	(8,560)	$	(4,778)

Net loss per share attributed to common stock – basic and diluted:
Net loss per share	$	(0.41)	$	(52.13)
Weighted average shares outstanding
Weighted average common shares outstanding – basic and diluted	20,653,035		89,438


	Preferred Stock		Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
			Shares	Amount
Balance, December 31, 2024	$	74,475	83,882	$	1	$	2,148	$	197	$	(57,041)	$	(54,695)
Issuance of preferred stock in private placement, net of issuance cost of $352	19,542		—	—		—		—		—		—
Exercise of preferred stock warrant	130		—	—		—		—		—		—
Issuance of common stock	—		18,903	—		32		—		—		32
Stock-based compensation expense	—		—	—		127		—		—		127
Net loss	—		—	—		—		—		(4,662)		(4,662)
Other comprehensive income (loss), net	—		—	—		—		(116)		—		(116)
Balance, March 31, 2025	$	94,147	102,785	$	1	$	2,307	$	81	$	(61,703)	$	(59,314)


















Balance, December 31, 2025	$	—	20,623,457	$	21	$	238,012	$	117	$	(97,400)	$	140,750
Issuance of common stock	—		79,702	—		101		—		—		101
Stock-based compensation expense	—		—	—		726		—		—		726
Net loss	—		—	—		—		—		(8,379)		(8,379)
Other comprehensive income (loss), net	—		—	—		—		(181)		—		(181)
Balance, March 31, 2026	$	—	20,703,159	$	21	$	238,839	$	(64)	$	(105,779)	$	133,017


	March 31, 2026
	Level 1		Level 2		Level 3
Assets:
Cash Equivalents
Money market funds	$	7,165	$	—	$	—
Short-term marketable securities at fair value
U.S. treasury and government agencies	73,637		—		—
Corporate and international bonds	—		23,409		—
Total assets	$	80,802	$	23,409	$	—


	March 31, 2026		December 31, 2025
Commissions payable	$	1,908	$	1,401
Accrued legal fees	265		236
Accrued payroll	1,855		1,776
Accrued royalties	1,285		1,074
Other	1,053		772
Accrued liabilities	$	6,366	$	5,259


	March 31, 2026	March 31, 2025
Series seed	—	882,620
Series A	—	1,173,971
Series B	—	316,507
Series C	—	2,626,639
Series D	—	4,240,522
Series E	—	1,543,771
Common options	2,692,609	1,311,346
Common warrants	43,578	17,827
Series Seed warrants	—	—
Series B warrants	—	45,859
Series D warrants	—	130,736
Total	2,736,187	12,289,798



	Mar. 31, 2024	June 30, 2024	Sept. 30, 2024	Dec. 31, 2024	Mar. 31, 2025	June 30, 2025	Sept. 30, 2025	Dec. 31, 2025	Mar. 31, 2026
Implant systems sold	971	1,121	1,037	1,220	1,443	1,503	1,584	1,976	2,184


	Three Months Ended March 31,
	2026		2025

	(unaudited)
	(in thousands)
Net loss	$	(8,379)	$	(4,662)
Interest (income) expense, net	(436)		367
Income tax expense	—		—
Depreciation and amortization expense	1,132		668
Stock-based compensation expense	726		127

Adjusted EBITDA	$	(6,957)	$	(3,500)


	Three Months Ended March 31,				Change
	2026		2025		$		%

	(unaudited)
	($ in thousands)
Net revenue	$	16,708	$	10,132	$	6,576	64.9	%
Cost of goods sold	3,722		2,341		1,381		59.0	%
Gross profit	12,986		7,791		5,195		66.7	%
Operating expenses:
Selling, general and administrative expenses(1)	18,208		10,502		7,706		73.4	%
Research and development expenses	3,754		1,583		2,171		137.1	%
Total operating expenses	21,962		12,085		9,877		81.7	%
Operating loss	(8,976)		(4,294)		(4,682)		(109.0)	%
Other (income) expense
Interest (income) expense, net	(436)		367		(803)		(218.8)	%

Other (income) expense, net	(161)		1		(162)		*
Total other (income) expense	(597)		368		(965)		(262.2)	%
Loss before income tax expense	(8,379)		(4,662)		(3,717)		(79.7)	%
Income tax expense	—		—		—		—
Net loss	$	(8,379)	$	(4,662)	$	(3,717)	(79.7)	%


	Three Months Ended March 31,				Change
	2026		2025		$		%

	(unaudited)
	($ in thousands)
Net cash (used in) provided by:
Operating activities	$	(12,358)	$	(6,477)	$	(5,881)	(90.8)	%
Investing activities	(3,122)		(13,070)		9,948		76.1	%
Financing activities	101		19,794		(19,693)		(99.5)	%
Net change in cash for period	$	(15,379)	$	247	$	(15,626)	*



		SHOULDER INNOVATIONS, INC.

Date:	May 13, 2026	By:	/s/ Robert Ball
			Robert Ball
			Chief Executive Officer and Executive Chairman
			(Principal Executive Officer)





May 13, 2026	By:	/s/ Jeffrey Points
		Jeffrey Points
		Chief Financial Officer
		(Principal Financial Officer)

SEC Form 10-Q filed by Shoulder Innovations Inc.