SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Casey Niall
(Last) (First) (Middle)
C/O CARLSMED, INC.
1800 ASTON AVE., SUITE 100
(Street)
CARLSBAD CA 92008
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2025 		3. Issuer Name and Ticker or Trading Symbol
CARLSMED, INC. [ CARL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief IP Officer, Secretary
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 933,973(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 02/18/2035 Common Stock 112,478(2) $4.35(4) D
Series B Preferred Stock (3) (3) Common Stock 3,612 (3) D
Explanation of Responses:
1. These shares of common stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split").
2. Includes 112,478 unvested stock options convertible into approximately 112,478 shares of the Issuer's common stock, which began to vest on December 15, 2024, subject to a one-year cliff, and will be fully vested on December 15, 2028. These options are reported after giving effect to the Reverse Split.
3. Includes 3,612 shares of Series B Preferred Stock issued to the Reporting Person on April 18, 2022. Each share of Series B Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported after giving effect to the Reverse Split and on an as-converted 1-to-1 basis and have no expiration date.
4. The exercise price has been adjusted to reflect the Reverse Split.
/s/ Leonard Greenstein, as attorney-in-fact for Niall Casey 07/22/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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