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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2025

 

 

Carlsmed, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-42756

83-1081863

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1800 Aston Ave, Suite 100

 

Carlsbad, California

 

92008

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (760) 766-1923

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.00001 par value per share

 

CARL

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

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 13(a) of the Exchange Act.

 

 


Item 2.02 Results of Operations and Financial Condition.

On November 6, 2025, the Company issued a press release announcing its financial results for the quarter ended September 30, 2025. The full text of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The foregoing information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits

 

Exhibit No.

 

Description

99.1*

 

Press Release of Carlsmed, Inc., dated November 6, 2025

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CARLSMED, INC.

 

 

 

Date: November 6, 2025

By:

/s/Michael Cordonnier

 

 

Michael Cordonnier

Chief Executive Officer and President

 

 


EX-99.1 2 carl-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Carlsmed®Reports Third Quarter 2025 Financial Results and Raises Full-Year Guidance

Third quarter revenue of $13.1 million, representing 98% growth YoY

Raising full year 2025 revenue guidance to $49 million - $50 million

 

 

CARLSBAD, Calif., November 6, 2025 (GLOBE NEWSWIRE) -- Carlsmed, Inc. (Nasdaq: CARL) (“Carlsmed” or the “Company”), a medical technology company pioneering AI-enabled personalized spine surgery solutions, today reported financial results for the third quarter ended September 30, 2025.

“We delivered another strong quarter with 98% revenue growth year-over-year, expanded gross margins to 76%, increased surgeon users by more than 70% year-over-year, and reduced lead times to within 8 business days. These achievements demonstrate the incredible momentum and speed at which we are scaling while maintaining operational excellence,” said Mike Cordonnier, Chairman and CEO of Carlsmed. “With NTAP reimbursement for cervical procedures secured and more than 50 patients treated in our clinical evaluation, we are tracking toward launching our cervical spine platform early next year to bring our transformative digital surgery approach to an even broader patient population.”

Recent Business Highlights

Reduced lead time for our aprevo® interbody implants to hospitals to within eight business days of surgical plan approval beginning October (from 10 business days exiting Q2 2025 and 20 business days in Q3 2024)
CMS New Technology Add-On Payment (NTAP) went into effect on October 1, 2025 for aprevo® cervical procedures; commercial launch is expected in early 2026. To date, over 50 cervical aprevo procedures have been successfully completed by more than a dozen spine surgeons as part of our clinical evaluation program
Data presented at the Scoliosis Research Society Annual Meeting in September demonstrated a 75% reduction in revision surgery at a two-year time point for aprevo versus a patient matched cohort
Executed an amendment in October to our existing debt facility, increasing maximum availability to $50 million and extending the maturity date and interest-only payment period
Announced the appointment of Jennifer Kamocsay as Chief Legal Officer and Secretary. Ms. Kamocsay brings more than a decade of corporate legal experience as counsel across the life science and technology sectors

Third Quarter 2025 Financial Results

Revenue was $13.1 million for the third quarter of 2025, a 98% increase compared to $6.6 million for the third quarter of 2024
Gross profit for the third quarter of 2025 was $9.9 million compared to $4.8 million for the third quarter of 2024. Gross margin was 75.9% for the third quarter of 2025, compared with 72.8% for the third quarter of 2024
Operating expenses were $19.0 million for the third quarter of 2025, compared with $12.6 million for the third quarter of 2024, which consisted of:
Research and development expenses of $4.4 million for the third quarter of 2025, compared with $4.0 million for the third quarter of 2024
Sales and marketing expenses of $9.6 million for the third quarter of 2025, compared with $6.6 million for the third quarter of 2024
General and administrative expenses of $4.9 million for the third quarter of 2025, compared with $1.9 million for the third quarter of 2024
Net loss was ($8.5) million for the third quarter of 2025, compared to a ($7.8) million net loss for the third quarter of 2024

 

Adjusted EBITDA loss was ($8.2) million for the third quarter of 2025, compared to ($7.7) million for the third quarter of 2024
Cash and equivalents were $115.5 million as of September 30, 2025

2025 Full Year Financial Outlook

Revenue for the full year 2025 is expected to be in the range of $49.0 to $50.0 million, representing growth of 80% to 84% over 2024. This compares to prior guidance of $45.5 to $47.5 million.

Webcast & Conference Call Details

Carlsmed will host a conference call and concurrent webcast today at 4:30 pm Eastern Time (1:30 pm Pacific Time), to review the Company’s third quarter 2025 performance. To access the webcast, please use the following link, which will provide you with dial-in details https://edge.media-server.com/mmc/p/bjfhzr94/.

Non-GAAP Financial Measures

This press release contains certain financial information that is not presented in conformity with U.S. generally accepted accounting principles (“GAAP”), including Adjusted EBITDA. The non-GAAP financial measures are provided as supplemental information to Carlsmed’s financial measures presented in this press release that are calculated and presented in accordance with GAAP.

The Company calculates Adjusted EBITDA as net income (loss), as adjusted to exclude (i) net interest expense and income, (ii) income tax expense (benefit), (iii) depreciation and amortization expense, (iv) stock-based compensation expense and (v) change in fair value of warrant liabilities.

This non-GAAP measure is presented because management believes it allows investors to view the Company’s performance in a manner similar to the method used by management to evaluate financial performance for both strategic and annual operating planning. Management believes that to properly understand short-term and long-term financial trends, it is helpful for investors to understand the impact of the items excluded from the calculation of Adjusted EBITDA, in addition to considering the Company’s GAAP financial measures. The excluded items vary in frequency and/or impact on our results of operations and management believes that the excluded items are not reflective of the Company’s ongoing core business operations and financial condition. Excluding such items allows investors and analysts to compare our operating performance to other companies in our industry and to compare the Company’s period-over-period results.

The non-GAAP financial measures used by Carlsmed may not be the same or calculated in the same manner as those used and calculated by other companies. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for Carlsmed’s financial results prepared and reported in accordance with GAAP. This non-GAAP measure has limitations as an analytical tool and should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. We urge investors to review the reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures included in this press release, and not to rely on any single financial measure to evaluate our business. A reconciliation of Adjusted EBITDA reported in this press release to the most comparable GAAP measure for the respective periods appears in the table captioned “Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA” later in this release. Within the accompanying financial tables presented, certain columns and rows may not add due to the use of rounded numbers.

About Carlsmed

Carlsmed is a medical technology company pioneering AI-enabled personalized spine surgery solutions with a mission to improve outcomes and decrease the cost of healthcare for spine surgery and beyond.

Forward Looking Statement

Any statements in this press release about future expectations, plans and prospects, including statements about the Carlsmed’s ability to scale the impact of its aprevo® technology platform and advance its personalized spine surgery platform to transform patient outcomes and drive long-term growth, Carlsmed’s current expectation of commercially


 

launching aprevo® cervical in the United States in 2026, the number ranges presented in our 2025 Full Year Financial Outlook, and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “likely,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including such important factors as are set forth under the caption “Risk Factors” in the Carlsmed’s Registration Statement on Form S-1 on file with the U.S. Securities and Exchange Commission. The forward-looking statements included in this press release represent Carlsmed’s views as of the date of this press release. Carlsmed anticipates that subsequent events and developments will cause its views to change. However, while Carlsmed may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Carlsmed’s views as of any date subsequent to the date of this press release.

 

Investor Relations
Caroline Corner, PhD

IR@Carlsmed.com

Media
LeAnn Burton
Senior Director Brand Marketing
LBurton@Carlsmed.com


 

CARLSMED, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

(unaudited)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

13,074

 

 

$

6,590

 

 

$

35,346

 

 

$

17,757

 

Cost of sales

 

 

3,147

 

 

 

1,792

 

 

 

8,914

 

 

 

4,733

 

Gross profit

 

 

9,927

 

 

 

4,798

 

 

 

26,432

 

 

 

13,024

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

4,445

 

 

 

4,035

 

 

 

11,755

 

 

 

11,289

 

Sales and marketing

 

 

9,610

 

 

 

6,622

 

 

 

24,218

 

 

 

15,092

 

General and administrative

 

 

4,907

 

 

 

1,918

 

 

 

11,715

 

 

 

6,068

 

Total operating expenses

 

 

18,962

 

 

 

12,575

 

 

 

47,688

 

 

 

32,449

 

Loss from operations

 

 

(9,035

)

 

 

(7,777

)

 

 

(21,256

)

 

 

(19,425

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(380

)

 

 

(402

)

 

 

(1,100

)

 

 

(943

)

Interest income

 

 

954

 

 

 

394

 

 

 

1,670

 

 

 

920

 

Change in fair value of warrant liabilities

 

 

(65

)

 

 

(28

)

 

 

(335

)

 

 

(89

)

Total other income (expense), net

 

 

509

 

 

 

(36

)

 

 

235

 

 

 

(112

)

Net loss and comprehensive loss

 

 

(8,526

)

 

 

(7,813

)

 

 

(21,021

)

 

 

(19,537

)

Deemed dividend to preferred stockholders

 

 

 

 

 

(592

)

 

 

(584

)

 

 

(592

)

Net loss attributable to common stockholders

 

$

(8,526

)

 

$

(8,405

)

 

$

(21,605

)

 

$

(20,129

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common stockholders, basic
   and diluted

 

$

(0.40

)

 

$

(2.06

)

 

$

(2.15

)

 

$

(4.97

)

Weighted-average number of common shares used to compute
   basic and diluted net loss per share

 

 

21,081,330

 

 

 

4,088,553

 

 

 

10,051,623

 

 

 

4,046,210

 

 


 

CARLSMED, INC.

CONDENSED BALANCE SHEETS

(in thousands, except for share and par value amounts)

(unaudited)

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

115,373

 

 

$

40,125

 

Restricted cash

 

 

100

 

 

 

100

 

Accounts receivable, net of allowances of $1,601 and $1,239, as of September 30, 2025 and
   December 31, 2024, respectively

 

 

11,296

 

 

 

6,766

 

Inventory

 

 

1,340

 

 

 

995

 

Prepaid expenses and other current assets

 

 

3,356

 

 

 

1,365

 

Total current assets

 

 

131,465

 

 

 

49,351

 

Property and equipment, net

 

 

1,187

 

 

 

260

 

Operating lease right-of-use assets

 

 

1,986

 

 

 

1,644

 

Other assets

 

 

225

 

 

 

569

 

Total assets

 

$

134,863

 

 

$

51,824

 

 

 

 

 

 

 

 

Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit)

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

2,672

 

 

$

2,412

 

Accrued liabilities

 

 

3,186

 

 

 

2,687

 

Accrued compensation

 

 

4,409

 

 

 

3,270

 

Short-term operating lease liabilities

 

 

661

 

 

 

449

 

Total current liabilities

 

 

10,928

 

 

 

8,818

 

Long-term portion of term loan, net

 

 

15,440

 

 

 

15,414

 

Long-term operating lease liabilities

 

 

1,513

 

 

 

1,317

 

Warrant liabilities

 

 

32

 

 

 

457

 

Other long-term liabilities

 

 

290

 

 

 

222

 

Total liabilities

 

 

28,203

 

 

 

26,228

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

Series A convertible preferred stock, $0.00001 par value; zero and 4,902,814 shares authorized, issued, and outstanding, and zero and $13,767 liquidation preference as of September 30, 2025 and December 31, 2024, respectively

 

 

 

 

 

13,578

 

Series B convertible preferred stock, $0.00001 par value; zero and 4,393,481 shares authorized, zero and 4,335,051 shares issued and outstanding, and zero and $30,000 liquidation preference as of September 30, 2025 and December 31, 2024, respectively

 

 

 

 

 

29,801

 

Series C convertible preferred stock, $0.00001 par value; zero and 4,910,500 shares authorized, zero and 4,890,123 shares issued and outstanding, and zero and $52,500 liquidation preference as of September 30, 2025 and December 31, 2024, respectively

 

 

 

 

 

52,847

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

Preferred stock, $0.00001 par value; 10,000,000 and zero shares authorized, zero shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

 

 

 

 

 

 

Common stock, $0.00001 par value; 600,000,000 and 21,835,801 shares authorized, 26,652,775 and 4,234,798 shares issued, and 26,584,077 and 4,139,219 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

 

 

 

 

 

 

Additional paid-in capital

 

 

198,852

 

 

 

541

 

Accumulated deficit

 

 

(92,192

)

 

 

(71,171

)

Total stockholders’ equity (deficit)

 

 

106,660

 

 

 

(70,630

)

Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)

 

$

134,863

 

 

$

51,824

 

 


 

RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA

(unaudited)

 

 

Three Months Ended September 30,

 

 

 

$

 

 

%

 

 

 

 

2025

 

 

 

2024

 

 

 

Change

 

 

Change

 

 

(in thousands, except percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

 

(8,526

)

 

$

 

(7,813

)

 

$

 

(713

)

 

 

9.1

 

%

Interest (income) expense

 

 

 

(574

)

 

 

 

8

 

 

 

 

(582

)

 

**

 

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

82

 

 

 

 

33

 

 

 

 

49

 

 

 

148.5

 

%

EBITDA

 

 

 

(9,018

)

 

 

 

(7,772

)

 

 

 

(1,246

)

 

 

16.0

 

%

Stock-based compensation

 

 

 

704

 

 

 

 

66

 

 

 

 

638

 

 

 

966.7

 

%

Change in fair value of warrant liabilities

 

 

 

65

 

 

 

 

28

 

 

 

 

37

 

 

 

132.1

 

%

Adjusted EBITDA

 

$

 

(8,249

)

 

$

 

(7,678

)

 

$

 

(571

)

 

 

7.4

 

%

 

 

Nine Months Ended September 30,

 

 

$

 

 

%

 

2025

 

 

2024

 

 

Change

 

 

Change

 

 

(in thousands, except percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

 

(21,021

)

 

$

 

(19,537

)

 

$

 

(1,484

)

 

 

7.6

 

%

Interest (income) expense

 

 

 

(570

)

 

 

 

23

 

 

 

 

(593

)

 

**

 

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

183

 

 

 

 

108

 

 

 

 

75

 

 

 

69.4

 

%

EBITDA

 

 

 

(21,408

)

 

 

 

(19,406

)

 

 

 

(2,002

)

 

 

10.3

 

%

Stock-based compensation

 

 

 

1,137

 

 

 

 

153

 

 

 

 

984

 

 

 

643.1

 

%

Change in fair value of warrant liabilities

 

 

 

335

 

 

 

 

89

 

 

 

 

246

 

 

 

276.4

 

%

Adjusted EBITDA

 

$

 

(19,936

)

 

$

 

(19,164

)

 

$

 

(772

)

 

 

4.0

 

%

 

** Change not meaningful