Heartflow, Inc.

S-11 heartflowinc-sx1.htm S-1

As filed with the U.S. Securities and Exchange Commission on July 17, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Heartflow, Inc.

(Exact name of registrant as specified in its charter)

331 E. Evelyn Avenue

Mountain View, California 94041

(650) 241-1221

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John C.M. Farquhar

President and Chief Executive Officer

Heartflow, Inc.

331 E. Evelyn Avenue

Mountain View, California 94041

(650) 241-1221

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following

box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further

amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as

amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section

8(a), may determine.

Subject to Completion, dated July 17, 2025

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed

with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an

offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary prospectus

shares

Thisis an initial public offering of shares of common stock of Heartflow, Inc. We are offering shares of

our common stock to be sold in this offering. The initial public offering price is expected to be between $

and $ per share.

Prior to this offering, there has been no public market for our common stock. We have applied to list our common

stock on the Nasdaq Global Select Market under the trading symbol “HTFL,”and this offering is contingent upon

obtaining such approval.

Upon completion of this offering, our executive officers, directors, owners of 5% or more of our capital stock and

their respective affiliates will own, in the aggregate, approximately % of our common stock (assuming no

exercise of the underwriters’ option to purchase additional shares and no purchases of shares in this offering by

anyone in this group). These stockholders will be able to exercise significant control over matters requiring

stockholder approval, including the election of directors, amendment of our organizational documents, and

approval of any merger, sale of assets, and other major corporate transactions.

We are an “emerging growth company”as defined under the U.S. federal securities laws and, as such, have

elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to

do so in future filings. See the section titled “Prospectus summary—Implications of being an emerging growth

company.”

(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days to purchase up to additional

shares of common stock.

Investing in our common stock involves a high degree of risk. Please see “Risk factors” beginning on

page 22.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has

approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any

representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to the purchasers on or about , 2025.

,2025

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Table of contents

Through and including , 2025 (the 25th day after the date of this prospectus), all dealers effecting

transactions in our common stock, whether or not participating in this offering, may be required to deliver

a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when

acting as an underwriter and with respect to an unsold allotment or subscription.

We have not, and the underwriters have not, authorized anyone to provide you any information or to

make any representations other than those contained in this prospectus or in any free writing prospectus

prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take

responsibility for, or provide any assurance as to the reliability of, any other information others may give

you. We and the underwriters are offering to sell only the shares offered hereby, and only under

circumstances and in jurisdictions where it is lawful to do so. We are not, and the underwriters are not,

making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The

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information contained in this prospectus is accurate only as of the date of this prospectus, regardless of

the time of delivery of this prospectus or any sale of the shares of our common stock. Our business,

financial condition, and results of operations may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that

would permit this offering or the possession or distribution of this prospectus or any free writing

prospectus in connection with this offering in any jurisdiction where action for that purpose is required,

other than in the United States. Persons outside the United States who come into possession of this

prospectus must inform themselves about, and observe any restrictions relating to, the offering of the

shares of common stock and the distribution of this prospectus outside the United States. “Heartflow,” the

Heartflow logos, and other trade names, trademarks, or service marks of Heartflow appearing in this

prospectus are the property of Heartflow. Other trade names, trademarks, or service marks appearing in

this prospectus are the property of their respective holders. We do not intend our use or display of other

companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or

sponsorship of us, by these other companies. Solely for convenience, trade names, trademarks, and

service marks referred to in this prospectus appear without the ®, ™, and SM symbols, but those

references are not intended to indicate, in any way, that we will not assert, to the fullest extent under

applicable law, our rights or that the applicable owner will not assert its rights, to these trade names,

trademarks, and service marks.