SHOULDER INNOVATIONS, INC.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
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Item 6. Exhibits
(a)Exhibits.
The following documents are filed as exhibits to this Quarterly Report on Form 10-Q.
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed/FurnishedHerewith |
| 3.1 | Amended and Restated Certificate of Incorporation of Shoulder Innovations, Inc. | 8-K | 001-42771 | 3.1 | 8/4/2025 | |
| 3.2 | Amended and Restated Bylaws of Shoulder Innovations, Inc. | 8-K | 001-42771 | 3.2 | 8/4/2025 | |
| 4.1 | Form of Certificate of Common Stock | S 1/A | 333-288549 | 4.1 | 7/25/2025 | |
| 10.1^+ | Second Restated and Amended Software License Agreement, dated as of June 10, 2025, by and between the Company and Genesis Software Innovations, LLC. | S-1/A | 333-288549 | 10.4 | 7/25/2025 | |
| 10.2 | Form of Indemnification Agreement between Shoulder Innovations, Inc. and its directors and officers | S-1/A | 333-288549 | 10.14 | 7/25/2025 | |
| 10.3 | Shoulder Innovations, Inc. Amended and Restated Stock Option Plan | S-8 | 333-289184 | 99.1 | 8/1/2025 | |
| 10.4 | Form of Option Award Agreement under Shoulder Innovations, Inc. Amended and Restated Stock Option Plan | S-8 | 333-289184 | 99.2 | 8/1/2025 | |
| 10.5 | Shoulder Innovations, Inc. Non-Employee Director Compensation Program | S-1/A | 333-288549 | 10.13 | 7/25/2025 | |
| 10.6 | Shoulder Innovations, Inc. 2025 Incentive Award Plan | S-8 | 333-289184 | 99.3 | 8/1/2025 | |
| 10.7 | Form of Option Agreement under Shoulder Innovations, Inc. 2025 Incentive Award Plan | S-8 | 333-289184 | 99.4 | 8/1/2025 | |
| 10.8 | Form of Restricted Stock Unit Agreement under Shoulder Innovations, Inc. 2025 Incentive Award Plan | S-8 | 333-289184 | 99.5 | 8/1/2025 | |
| 10.9 | Shoulder Innovations, Inc. 2025 Employee Stock Purchase Plan | S-8 | 333-289184 | 99.6 | 8/1/2025 | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | * | ||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | * | ||||
| 32.1 | Section 1350 Certification of Chief Executive Officer | ** | ||||
| 32.2 | Section 1350 Certification of Chief Financial Officer | ** |
| 101.INS | Inline XBRL Instance Document | * |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | * |
- Filed herewith.
** The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the U.S. Securities and Exchange Commission and are not to be incorporated by reference into any filing of Shoulder Innovations, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
^ Pursuant to Item 601(a)(5) of Regulation S-K, the registrant has omitted schedules (or similar attachments) to this exhibit. The registrant agrees to furnish supplementally a copy of the omitted schedules (or similar attachments) to the Securities and Exchange Commission upon request.
- Pursuant to Item 601(b)(10)(iv) of Regulation S-K, the registrant has redacted portions of this exhibit (indicated by [***]) because the registrant has determined that such redacted information is not material and is the type that the registrant treats as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
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