{"url_path":"/sec/si/8-k/2026-06-29/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1699350/0001699350-26-000044-index.html","accession_number":"0001699350-26-000044","cik":"0001699350","ticker":"SI","issuer_name":"SHOULDER INNOVATIONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1699350/0001699350-26-000044-index.html","primary_entity_key":"0001699350","primary_entity_name":"SHOULDER INNOVATIONS, INC."},"word_count":570,"has_tables":true,"body_markdown":"Item 1.01.\nEntry into a Material Definitive Agreement.\n\nOn June 26, 2026 (the “Closing Date”), Shoulder Innovations, Inc. (the “Company”) entered into that certain Loan and Security Agreement (the “Loan Agreement”), by and between the Company, as borrower, and Stifel Bank, as lender (the “Lender”). The Loan Agreement provides for (i) a senior secured term loan in the aggregate principal amount of $15.0 million (the “Term Loan”); and (ii) a senior secured asset-based revolving line of credit in the aggregate principal amount of $30.0 million, which, subject to certain conditions, may be increased by $5.0 million at the Company’s request (the “Revolving Facility”). The Term Loan was fully funded on the Closing Date, the proceeds of which were used to repay the Company’s outstanding indebtedness and obligations owed to Trinity Capital Inc. (“Trinity”) pursuant to that certain Loan and Security Agreement, dated as of August 7, 2023, by and between the Company, as borrower, and Trinity, as lender (as amended on June 21, 2025, the “Trinity Loan Agreement”). The Revolving Facility remains undrawn as of the Closing Date and may be used to fund working capital needs and for general corporate purposes.\n\nAvailability under the Revolving Facility is subject to a borrowing base consisting of specified percentages of eligible accounts receivable, subject to adjustments established by the Lender; provided that, up to $15.0 million of the Revolving Facility is available on a non-formula basis so long as the Company meets certain liquidity requirements.\n\nThe aggregate principal amount of borrowings outstanding under the Term Loan accrue interest at a rate per annum equal to the greater of (i) 0.75% below the prime rate; and (ii) 5.00%. The aggregate principal amount of borrowings outstanding under the Revolving Facility will accrue interest at a rate per annum equal to the greater of: (i) the prime rate; and (ii) 5.00%.\n\nThe Company’s obligations under the Loan Agreement are secured by substantially all assets of the Company, except for any copyrights, patents, trademarks, servicemarks and applications now owned or hereafter acquired by the Company or any claims for damages by way of any past, present and future infringement of any of the foregoing intellectual property.\n\nThe Term Loan and Revolving Facility may be prepaid at any time and without penalty, except that any prepayment of the aggregate principal amount of borrowings outstanding under the Term Loan made within the one year anniversary of the Closing Date is subject to a prepayment premium equal to 1.00% of the aggregate principal amount of borrowings outstanding under the Term Loan immediately prior to such prepayment. The Term Loan matures on June 1, 2031, and the Revolving Facility matures on June 26, 2029.\n\nThe Loan Agreement contains customary affirmative and negative covenants and covenants limiting the ability of the Company to, among other things, incur debt, grant liens, pay dividends and distributions on capital stock, and make investments and acquisitions, in each case subject to exceptions customary for secured financings.\n\nThe Loan Agreement also contains a springing minimum revenue financial covenant subject to conditions with respect to total debt outstanding and liquidity. The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three and six months ending June 30, 2026."}