Shoulder Innovations Files 8-K with Bylaw Amendments

Ticker: SI · Form: 8-K · Filed: 2025-08-04T00:00:00.000Z

Sentiment: neutral

Topics: bylaws, filing, corporate-governance

TL;DR

Shoulder Innovations filed an 8-K on Aug 1, 2025, amending bylaws & filing exhibits.

AI Summary

Shoulder Innovations, Inc. filed an 8-K on August 4, 2025, reporting an amendment to its Articles of Incorporation or Bylaws and filing financial statements and exhibits. The filing date for the report is August 1, 2025. The company is incorporated in Delaware and its principal executive offices are located in Grand Rapids, Michigan.

Why It Matters

This filing indicates potential changes in the company's governance structure or operational rules, which could impact its strategic direction and internal operations.

Risk Assessment

Risk Level: low — The filing is procedural and does not disclose any immediate financial distress or significant negative events.

Key Numbers

Key Players & Entities

FAQ

What specific amendments were made to the Articles of Incorporation or Bylaws?

The filing indicates that amendments were made, but the specific details of these amendments are not provided in the summary text.

What financial statements and exhibits were filed?

The filing states that financial statements and exhibits were filed, but their specific content is not detailed in the provided text.

What is the significance of the 'Date as of Change' being August 1, 2025?

This date signifies the earliest event reported in the filing, likely the date the bylaw amendments or other reported changes became effective.

What is the company's Standard Industrial Classification (SIC) code?

The SIC code is 3841, which corresponds to 'SURGICAL & MEDICAL INSTRUMENTS & APPARATUS'.

Where are Shoulder Innovations, Inc.'s principal executive offices located?

The principal executive offices are located at 1535 Steele Avenue SW, Suite B, Grand Rapids, Michigan 49507.

From the Filing

0001628280-25-037418.txt : 20250804 0001628280-25-037418.hdr.sgml : 20250804 20250804160943 ACCESSION NUMBER: 0001628280-25-037418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20250801 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250804 DATE AS OF CHANGE: 20250804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOULDER INNOVATIONS, INC. CENTRAL INDEX KEY: 0001699350 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 270538764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-42771 FILM NUMBER: 251180335 BUSINESS ADDRESS: STREET 1: 13827 PORT SHELDON STREET CITY: HOLLAND STATE: MI ZIP: 49424 BUSINESS PHONE: 616-566-0286 MAIL ADDRESS: STREET 1: 13827 PORT SHELDON STREET CITY: HOLLAND STATE: MI ZIP: 49424 8-K 1 shoulder-8xk842025.htm 8-K Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2025 SHOULDER INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-42771 27-0538764 (State or other jurisdiction of incorporation or organization) (Commission File Number) (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, include area code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Common Stock, $0.001 par value per share SI The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐ Item 5.03. Amendments to Articles of Incorporation or Bylaws&#59; Change in Fiscal Year. On August 1, 2025, Shoulder Innovations, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the initial public offering (the “IPO”) of shares of its common stock. The Company’s board of directors and stockholders previously approved the filing of the Restated Certificate upon the closing of the IPO. The Restated Certificate amended and restated the Company’s prior Fourth Amended and Restated Certificate of Incorporation, as amended, in its entirety, to, among other things: (i) fix the authorized number of shares of common stock at 730,000,000 shares&#59; (ii) eliminate all referenc

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