Heartflow, Inc.

This prospectus, including the sections titled “Prospectus summary,” “Risk factors,” “Management’s

discussion and analysis of financial condition and results of operations,” and “Business,” contains express

or implied 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:

•our business model and strategic plans for our products, technologies and business, including our

implementation thereof;

•our ability to continue improving our products and technologies, including our AI Technologies;

•our expectations regarding government and third-party payor coverage and reimbursement;

•the implementation of our business model and strategic plans;

•our ability to commercialize, manage and grow our business by increasing our sales to existing

customers or introducing our products to new customers;

•our ability to compete with other companies engaged in the development of products, including

algorithm-based diagnostic analysis products, that provide existing non-invasive tests that aid in the

evaluation of CAD;

•our expectations regarding the potential addressable market size for our products;

•our expectation about market trends;

•our ability to attract, hire and retain key personnel and additional qualified personnel;

•our ability to effectively manage our growth;

•FDA or other U.S. or foreign regulatory actions affecting us or the healthcare industry generally,

including potential effects of evolving and/or extensive government regulation;

•our ability to obtain, maintain and expand regulatory clearances for our products and any new

products we create;

•our ability to establish and maintain intellectual property protection for our products or avoid claims of

infringement;

•our expectations regarding the use of the net proceeds from this offering and our existing cash and

cash equivalents;

•estimates of our expenses, future revenue, capital requirements, needs for additional financing and

our ability to obtain additional capital;

•our ability to expand internationally;

•general economic, industry, and market conditions, including rising interest rates and inflation;

•our future financial performance; and

•other risks and uncertainties, including those listed under the caption “Risk factors.”

You should not rely on forward-looking statements as predictions of future events. We have based the

forward-looking statements contained in this prospectus primarily on our current expectations, estimates,

forecasts, and projections about future events and trends that we believe may affect our business,

financial condition, results of operations, and prospects. Although we believe that we have a reasonable

basis for each forward-looking statement contained in this prospectus, we cannot guarantee that the

future results, levels of activity, performance, or events and circumstances reflected in the forward-looking

statements will be achieved or occur at all. The outcome of the events described in these forward-looking

statements is subject to risks, uncertainties, and other factors described in the section titled “Risk factors”

and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing

environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict

all risks and uncertainties that could have an impact on the forward-looking statements contained in this

prospectus. The results, events, and circumstances reflected in the forward-looking statements may not

be achieved or occur, and actual results, events, or circumstances could differ materially from those

described in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the

statements are made. We undertake no obligation to update any forward-looking statements made in this

prospectus to reflect events or circumstances after the date of this prospectus or to reflect new

information or the occurrence of unanticipated events, except as required by law. We may not actually

achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should

not place undue reliance on our forward-looking statements. Our forward-looking statements do not

reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments

we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the

relevant subject. These statements are based upon information available to us as of the date of this

prospectus, and while we believe such information forms a reasonable basis for such statements, such

information may be limited or incomplete, and our statements should not be read to indicate that we have

conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These

statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed

as exhibits to the registration statement, of which this prospectus is a part, completely and with the

understanding that our actual future results may be materially different from what we expect. We qualify

all of the forward-looking statements in this prospectus by these cautionary statements.