Shoulder Innovations, Inc.
11.80%
2,380,482
1699350
82537J108
Jul 31, 2025
Aug 5, 2025, 06:49 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Gilde Healthcare Holding B.V. | Other | 11.80% | 2,380,482 | 0 | 2,380,482 |
| Gilde Healthcare V Management B.V. | Other | 11.80% | 2,380,482 | 0 | 2,380,482 |
| Cooperatieve Gilde Healthcare V U.A. | Other | 11.80% | 2,380,482 | 0 | 2,380,482 |
| Manapouri B.V. | Other | 11.80% | 2,380,482 | 0 | 2,380,482 |
| Martemanshurk B.V. | Other | 11.80% | 2,380,482 | 0 | 2,380,482 |
Disclosure Items (7)
Common Stock, $0.001 par value per share
Shoulder Innovations, Inc.
1535 Steele Avenue SW, Grand Rapids, MI, 49507
This Statement is being filed by Gilde Healthcare Holding B.V. ("GHH"), Gilde Healthcare V Management B.V. ("GHCVM"), and Cooperatieve Gilde Healthcare V U.A. ("Gilde Healthcare," and together with GHH and Gilde Healthcare, the "Reporting Entities"), the managing directors of GHH: Manapouri B.V. (of which Edwin de Graaf is the owner and managing director) and Martemanshurk B.V. (of which Pieter van der Meer is the owner and managing director) (together, the "Managing Directors"). The Reporting Entities and Managing Directors are collectively referred to as the "Reporting Persons." The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 99.1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Schedule except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.
The business address of the principal offices of each Reporting Person is Stadsplateau 36 P7, 3521 AZ Utrecht, The Netherlands.
GHCVM manages and advises Gilde Healthcare and is owned by GHH. Gilde Healthcare makes venture capital investments in companies developing biotechnology, molecular diagnostics and medical technology products.
None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
GHCVM, GHH, Manapouri B.V. and Martemanshurk B.V. are limited liability companies organized under Dutch law. Gilde Healthcare is a private equity investment fund organized under Dutch law.
From February 2023 and March 2023, Gilde Healthcare purchased an aggregate of 33,259,424 shares of the Issuer's Series D convertible preferred stock at an aggregate purchase price of $18,000,000. In March 2025, Gilde Healthcare purchased an aggregate of 10,252,188 shares of the Issuer's Series E convertible preferred stock at an aggregate purchase price of $6,999,998. On August 1, 2025, upon the closing of the Issuer's initial public offering of its Common Stock (the "Offering"), the Issuer's Series D and Series E convertible preferred stock automatically converted into shares of the Issuer's Common Stock at a rate of 1-for-0.052410901 (the "Conversion"). In addition, on August 1, 2025, in connection with the Offering, Gilde Healthcare purchased an additional 100,000 shares of Common Stock at a purchase price per share of $15.00 and an aggregate purchase price of $1,500,000 (the "Purchase"). Following the Conversion and the Purchase, Gilde Healthcare directly held an aggregate of 2,380,482 shares of Common Stock. All shares of the capital stock of the Issuer purchased by Gilde have been purchased using investment funds provided to Gilde Healthcare. Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
According to the Issuer's Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission ("SEC") on August 1, 2025, there were 20,228,510 shares of Common Stock outstanding after the closing of the Offering. Gilde Healthcare is the record holder of an aggregate of 2,380,482 shares of Common Stock, which represents beneficial ownership of approximately 11.8% of the outstanding shares of Common Stock after the closing of the Offering. GHCVM, as the manager of Gilde Healthcare, has the power to vote and dispose of securities held by Gilde Healthcare and may be deemed to beneficially own the securities held of record by Gilde Healthcare. GHCVM is owned by GHH. The managing partners of GHH are Manapouri B.V. and Martemanshurk B.V. As a result, each of the Reporting Persons may beneficially own an aggregate of 2,380,482 shares of Common Stock, or approximately 11.8% of the outstanding Common Stock.
Each Reporting Person has shared power to vote and dispose of 2,380,482 shares of Common Stock.
Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days.
Only Gilde Healthcare has the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by Gilde Healthcare.
Not applicable.
The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference. In connection with its purchase of shares of the Issuer's preferred stock, Gilde Healthcare and certain of the Issuer's other investors are party to a Fourth Amended and Restated Investors' Rights Agreement, dated March 6, 2025, with the Issuer (the "Investors' Rights Agreement"). The terms and provisions of the Investors' Rights Agreement are described more fully in the Issuer's Registration Statement on Form S-1 (File No. 333-288549) declared effective by the Commission on July 30, 2025 (the "Registration Statement"), and the above summary is qualified by reference to such description and the full text of the Investors' Rights Agreement, which is filed as Exhibit 99.2 to this Schedule and is incorporated herein by reference. In connection with the Offering, Gilde Healthcare entered into a lock-up agreement, pursuant to which Gilde Healthcare agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuer's securities for 180 days following the date of the underwriting agreement for the Offering. The terms and provisions of such lock-up agreement are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 99.3 to this Schedule and is incorporated herein by reference. Upon consummation of the Offering, the Issuer entered into an indemnification agreement with each of its directors, including Mr. Pardo. The indemnification agreement requires the Issuer, among other things, to indemnify Mr. Pardo against expenses and liabilities to the fullest extent permitted by law, and for related expenses, including attorneys' fees, judgments, penalties, fines and settlement amounts incurred by Mr. Pardo in any action or proceeding arising out of his service as a director. The terms and provisions of the indemnification agreement are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the indemnification agreement, a form of which is filed as Exhibit 99.4 to this Schedule and is incorporated herein by reference. Mr. Pardo, in his capacity as director, may be entitled to receive cash compensation and equity compensation, including stock options, restricted stock units or other equity awards pursuant to a plan or policy with regard to compensation of members of the board of directors of the Issuer.
Exhibit 99.1 - Joint Filing Agreement, dated August 5, 2025, by and among the Reporting Persons (filed herewith). Exhibit 99.2 - Fourth Amended and Restated Investors' Rights Agreement, dated March 6, 2025, by and among the Issuer and the holders listed therein (filed as Exhibit 4.2 to the Issuer's Registration Statement on Form S-1 as filed with the Commission on July 7, 2025 (SEC File No. 333-288549) and incorporated herein by reference). Exhibit 99.3 - Form of Lock-Up Agreement (filed as Exhibit A to the Underwriting Agreement, which was filed as Exhibit 1.1 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on July 24, 2025 (SEC File No. 333-288549 and incorporated herein by reference). Exhibit 99.4 - Form of Indemnification Agreement between the Issuer and its directors and officers (filed as Exhibit 10.14 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on July 24, 2025 (SEC File No. 333-288549) and incorporated herein by reference).