CARL 8-K
Carlsmed, Inc. (CARL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 4, 2026, the Board of Directors of Carlsmed, Inc. (the “Company”) appointed Jeffrey Bertolini as Chief Operating Officer of the Company, effective September 8, 2026.
Mr. Bertolini, age 60, has served as the Company’s Senior Vice President, Operational Excellence since March 2025. Previously, Mr. Bertolini was Vice President of Advanced Manufacturing Technologies of the Company from September 2024 to March 2025. Before joining the Company, Mr. Bertolini was Senior Vice President, Operations & Technology of SI-BONE, Inc. from July 2022 to October 2024 and Vice President, Global Planning and Field Ops of NuVasive, Inc. from April 2020 to June 2022. He holds an MBA from Rensselaer Polytechnic Institute and a Bachelor of Science in Procurement and Logistics Management from Arizona State University.
The Company previously entered into an employment agreement with Mr. Bertolini, effective as of July 10, 2025 (the “Employment Agreement”). The Employment Agreement provides for an initial annual base salary of $375,000 and the eligibility to earn an annual cash incentive award with a target incentive opportunity equal to 40% of his base salary. Mr. Bertolini’s salary was increased to $440,000 per annum on March 9, 2026.
Pursuant to the Employment Agreement, if Mr. Bertolini’s employment is terminated by us without “cause” or due to his resignation for “good reason” outside the period beginning three months before and ending 12 months after the consummation of a “corporate transaction,” then, subject to a release of claims in favor of the Company, Mr. Bertolini will receive (i) continuing payments of base salary for 12 months, (ii) any earned but unpaid annual incentive award for the year prior to the year of termination, (iii) a pro-rated annual incentive award for the year of termination based on achievement of performance targets, and (iv) COBRA reimbursements for up to 12 months.
In connection with Mr. Bertolini’s appointment as Chief Operating Officer, his salary was increased to $475,000 per annum, effective as of September 8, 2026 and his target incentive opportunity was increased to 60% of his base salary. On September 8, 2026, Mr. Bertolini was also granted 50,000 stock options to purchase shares of the Company’s common stock.
In connection with Mr. Bertolini’s appointment as Chief Operating Officer, Mr. Bertolini and the Company have entered into an indemnification agreement substantially similar to the indemnification agreement that the Company’s directors and other executive officers have entered into, the form of which is on file with the U.S. Securities and Exchange Commission.
No family relationships exist between Mr. Bertolini and any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer. Other than with respect to the compensation matters, as described above, there are no arrangements or understandings between Mr. Bertolini and any other person pursuant to which Mr. Bertolini was selected as Chief Operating Officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Bertolini has or had a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On September 8, 2026, the Company issued a press release announcing the appointment of Mr. Bertolini as Chief Operating Officer. The text of the press release is attached as Exhibit 99.1 to this Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits
Exhibit No. |
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Description |
99.1* |
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Press Release of Carlsmed, Inc., dated September 8, 2026 |
104 |
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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.
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CARLSMED, INC. |
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Date: September 8, 2026 |
By: |
/s/Michael Cordonnier |
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Michael Cordonnier Chief Executive Officer and President |
Carlsmed, Inc. Announces Chief Operating Officer Appointment
CARLSBAD, Calif., September 8, 2026 (GLOBE NEWSWIRE) -- Carlsmed, Inc. (Nasdaq: CARL) (“Carlsmed” or the “Company”), a medical technology company pioneering AI-enabled personalized spine surgery solutions, today announced that Jeff Bertolini has been promoted to the role of Chief Operating Officer, effective immediately. Jeff joined Carlsmed in September 2024, most recently serving as the Company’s Senior Vice President, Operational Excellence and previously, Vice President of Advanced Manufacturing Technologies. Prior to joining Carlsmed, Jeff held senior leadership positions in operations and technology at SI-BONE, NuVasive, and US Surgical.
“Jeff has made measurable contributions to our operations, driving deployment of advanced technologies throughout our digital production process to accelerate scale and capabilities,” said Mike Cordonnier, Chairman and CEO. “We look forward to his leadership to further expand our capabilities to rapidly scale our highly differentiated personalized surgery business.”
Mr. Bertolini holds an MBA from Rensselaer Polytechnic Institute and a Bachelor of Science in Procurement and Logistics Management from Arizona State University. He completed the Chief Technology Officer Program at the Wharton School of the University of Pennsylvania and the MIT Professional Education Program in Applied Data Science.
About Carlsmed, Inc.
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 Statements
Any statements in this press release about future expectations, plans and prospects, including statements about Carlsmed’s ability to scale its business 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 Carlsmed’s Annual Report on Form 10-K 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.
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