Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Carlsmed, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
14280C105 (CUSIP Number) |
07/24/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 14280C105 |
| 1 | Names of Reporting Persons
Michael Cordonnier | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,597,752.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) Reflects a 1-for-5.58 reverse stock split of the Issuer's outstanding common stock effected on July 10, 2025 and consists of 1,239,330.00 shares of common stock, par value $0.00001 per share ("Common Stock"), of the Issuer, and 358,422 shares Common Stock issuable upon exercise of stock options that are exercisable within 60 days as of July 24, 2025. The number in Rows (5), (7) and (9) does not include 112,478 shares of common stock issuable upon the vesting of RSUs that are issuable upon satisfaction of certain "market-based" and "performance-based" vesting conditions. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of common stock beneficially owned by the Reporting Person as set forth in Row (9) by (b) the sum of (i) the 26,627,635 shares of common stock outstanding as of July 24, 2025, as reported by the Issuer to the Reporting Person and (ii) 358,422 shares of Common Stock issuable upon exercise of stock options held by the Reporting Person that are exercisable within 60 days as of July 24, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Carlsmed, Inc. | |
| (b) | Address of issuer's principal executive offices:
c/o Carlsmed, Inc., 1800 Aston Ave., Suite 100, Carlsbad, CA 92008 | |
| Item 2. | ||
| (a) | Name of person filing:
Michael Cordonnier | |
| (b) | Address or principal business office or, if none, residence:
c/o Carlsmed, Inc. 1800 Aston Ave., Suite 100 Carlsbad, CA 92008 | |
| (c) | Citizenship:
USA | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
14280C105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,597,752.00 | |
| (b) | Percent of class:
5.9 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,597,752.00 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,597,752.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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