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$CARL
|
S-1/A
Jul 15, 6:39 AM ET
CARLSMED, INC. S-1/A
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Contents
214
PROSPECTUS
6,700,000 Shares
Common Stock
Table of Contents
BASIS OF PRESENTATION
Market, Industry, and Other Data
Trademarks
PROSPECTUS SUMMARY
Overview
Market Overview
Our Solution
Our Data Asset and Correction AI-Enabled Algorithms
Our Success Factors
Our Growth Strategies
Recent Developments
Risks Associated with Our Business
Corporate Information
Implications of Being an Emerging Growth Company and a Smaller Reporting Company
The Offering
Summary Financial Data
RISK FACTORS
Business and Industry Risk Factors
Risk Related to Regulatory Matters
Data Privacy Risk Factors
Risks Related to Our Intellectual Property
Risks Relating to Financial and Accounting Matters
Risks Relating to Our Common Stock and this Offering
General Risk Factors
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Key Components of Our Results of Operations
Key Components of Our Results of Operations
Results of Operations
Non-GAAP Financial Measures
Unaudited Quarterly Results of Operations Data
Selected Quarterly Trends
Liquidity and Capital Resources
Contractual Obligations and Other Material Cash Commitments
Off-Balance Sheet Arrangements
Critical Accounting Policies and Significant Judgments and Estimates
Recently Issued and Adopted Accounting Pronouncements
Quantitative and Qualitative Disclosures About Market Risks
Emerging Growth Company and Smaller Reporting Company Status
BUSINESS
Overview
Our Success Factors
Our Growth Strategies
Market Overview
Our Solution
Our Clinical Results and Studies
Research and Development: Device and Digital
Sales and Marketing
Coverage and Reimbursement for aprevo Interbody Implants
Manufacturing and Supply
Competition
Intellectual Property
Government Regulation
Data Privacy and Security Laws
Employees and Human Capital Resources
Facilities
Legal Proceedings
MANAGEMENT
Executive Officers and Significant Employees
Non-Employee Directors
Family Relationships
Composition of Our Board of Directors
Director Independence
Committees of Our Board of Directors
Risk Oversight
Compensation Committee Interlocks and Insider Participation
Board Leadership Structure
Code of Business Conduct and Ethics
Limitations on Liability and Indemnification Matters
EXECUTIVE AND DIRECTOR COMPENSATION
2024 Summary Compensation Table
Narrative to Summary Compensation Table
Other Elements of Compensation
Outstanding Equity Awards at Fiscal Year-End
Executive Compensation Arrangements
Equity Compensation Plans
Clawback Policy
Non-Employee Director Compensation
Director Compensation Table for Fiscal Year 2024
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Series C Financing
Series B Financing
Amended and Restated Investor Rights Agreement
Amended and Restated Voting Agreement
Amended and Restated Right of First Refusal and Co-Sale Agreement
Executive Officer and Director Compensation
Employment Agreements
Indemnification Agreements and Director and Officer Insurance
Our Policy Regarding Related Person Transactions
Participation in this offering
PRINCIPAL STOCKHOLDERS
DESCRIPTION OF CAPITAL STOCK
General
Common Stock
Preferred Stock
Stock Options and Restricted Stock Units
Warrants
Registration Rights
Anti-Takeover Provisions of Delaware Law and Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
Limitations on Liability and Indemnification
Listing
Transfer Agent and Registrar
SHARES ELIGIBLE FOR FUTURE SALE
Rule 144
Rule 701
Lock-Up Agreements
Registration Rights
Equity Incentive Plans
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK
Gain on Sale or Other Disposition of Shares of Our Common Stock
UNDERWRITING
Commissions and Discounts
Option to Purchase Additional Shares
No Sales of Similar Securities
Listing
Price Stabilization, Short Positions, and Penalty Bids
Electronic Distribution
Other Relationships
European Economic Area
Notice to Prospective Investors in the United Kingdom
Notice to Prospective Investors in Switzerland
Notice to Prospective Investors in the Dubai International Financial Centre
Notice to Prospective Investors in Australia
Notice to Prospective Investors in Hong Kong
Notice to Prospective Investors in Japan
Notice to Prospective Investors in Singapore
Notice to Prospective Investors in Canada
Notice to Prospective Investors in Brazil
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
CARLSMED, INC.
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
CARLSMED, INC.
BALANCE SHEETS
CARLSMED, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
CARLSMED, INC.
STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
(in thousands, except for share amounts)
CARLSMED, INC.
STATEMENTS OF CASH FLOWS
(in thousands)
CARLSMED, INC.
STATEMENTS OF CASH FLOWS - CONTINUED
(in thousands)
CARLSMED, INC.
NOTES TO FINANCIAL STATEMENTS
1. Organization
2. Summary of Significant Accounting Policies
3. Balance Sheet Account Detail
The composition of selected captions within the accompanying Balance Sheets are summarized below:
4. Debt
5. Common Stock
6. Stock-Based Compensation
7. Convertible Preferred Stock
8. Net Loss Per Share
9. Commitment and Contingencies
10. Segment Reporting
11. Income Taxes
12. Subsequent Events
CARLSMED, INC.
CONDENSED BALANCE SHEETS
CARLSMED, INC.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
(unaudited)
CARLSMED, INC.
CONDENSED STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
(in thousands, except for share amounts)
(unaudited)
CARLSMED, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
CARLSMED, INC.
CONDENSED STATEMENTS OF CASH FLOWS - CONTINUED
(in thousands)
(unaudited)
CARLSMED, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. Organization
2. Summary of Significant Accounting Policies
3. Balance Sheet Account Detail
The composition of selected captions within the accompanying condensed Balance Sheets are summarized below:
4. Debt
5. Common Stock
6. Stock-Based Compensation
7. Convertible Preferred Stock
8. Net Loss Per Share
9. Commitment and Contingencies
10. Segment Reporting
11. Income Taxes
12. Subsequent Events
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Item 14. Indemnification of Directors and Officers.
Item 15. Recent Sales of Unregistered Securities.
Item 16. Exhibits and Financial Statement Schedules.
Item 17. Undertakings.
SIGNATURES