SHOULDER INNOVATIONS, INC.

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•the expected use of our implant systems, preoperative planning technology and instrument systems;

•the expected growth of our business and our organization;

•our expectations regarding the potential market size and size of the potential patient populations for our systems and any future products, if approved for commercial use;

•our expected uses of the net proceeds from this offering and our existing cash, cash equivalents and marketable securities;

•our ability to retain and recruit key personnel, including the continued development of a sales and marketing infrastructure and surgeon-to-surgeon collaboration;

•our ability to obtain an adequate supply of finished goods and components for our implant systems from our third-party suppliers, most of whom are single-source suppliers;

•our plans and expected timeline related to our implant systems, the identification and development of planned, new or improved products, and our expansion into additional indications or adjacent areas in shoulder surgical care and/or new geographic markets;

•our ability to obtain, maintain and expand regulatory clearances for our implant systems and technologies and any new products we create;

•our ability to maintain existing, and establish new, collaborations, licensing or other arrangements and the financial terms of any such agreements;

•our ability to obtain and maintain intellectual property protection;

•potential claims relating to our intellectual property and third-party intellectual property;

•our compliance with extensive requirements and government laws, rules and regulations in the United States;

•our estimates of our expenses, ongoing losses, future revenue, capital requirements and our need for, or ability to obtain, additional financing;

•our future financial performance;

•developments and projections relating to our competitors or our industry.