CARLSMED, INC.

8-K · carl-20260603.htm iXBRL

0001794546 2026-06-03 2026-06-03

  
 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): June 3, 2026

  
  
 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 5.07 Submission of Matters to a Vote of Security Holders.
 Carlsmed, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 3, 2026. At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2026. The vote totals noted below are final voting results from the Annual Meeting.
  
 Proposal 1

 The Company’s stockholders elected the following two Class I directors to serve on the Company’s board of directors until the 2029 annual meeting of stockholders, or until their successors are duly elected and qualified.
  
  

 Name

  

 Votes For

  

  

 Votes Withheld

  

  

 Broker Non-Votes

  

 Niall Casey

  

  

 19,627,716

  

  

  

 1,352,117

  

  

  

 4,628,080

  

 Philip Young

  

  

 19,510,686

  

  

  

 1,469,147

  

  

  

 4,628,080

  

  
 Proposal 2

 The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
  
  

 Votes For

  

  

 Votes Against

  

  

 Abstentions

  

  

 25,571,065

  

  

  

 5,858

  

  

  

 30,990

  

  
  

 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.

  

  

  

  

  

  

  

 Date: June 3, 2026

  

 Carlsmed, Inc.

  

  

  

  

  

  

 By:

 /s/ Michael Cordonnier

  

  

  

 Michael Cordonnier

  

  

  

 Chief Executive Officer and President