Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42790

_________________________

Heartflow, Inc.

(Exact Name of Registrant as Specified in its Charter)

_________________________

Delaware	26-0506743
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)
331 E. Evelyn Avenue
Mountain View, California	94041
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 241-1221

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, $0.001 par value per share	HTFL	The Nasdaq Stock Market LLC<br><br>(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.Yes o No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files).Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of August 31, 2025, the number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was

83,396,102.

Table of Contents

		Page
Part I: Financial Information		4
Item 1.	Condensed Consolidated Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock<br><br>and Stockholders’ Deficit	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of<br><br>Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	53
Part II: Other Information		54
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	103
Item 3.	Defaults Upon Senior Securities	104
Item 4.	Mine Safety Disclosures	104
Item 5.	Other Information	104
Item 6.	Exhibits	105
	SIGNATURES	106

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains express or implied forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. We intend

such forward-looking statements contained in this Quarterly Report on Form 10-Q to be covered by the safe

harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than

statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our

strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of

management, and expected market growth, are forward-looking statements. In some cases, you can identify

forward-looking statements by words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,”

“could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,”

“objective,” “seeks,” or “continue” or the negative of these words or other similar terms or expressions that

concern our expectations, strategy, plans, or intentions.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to,

statements regarding our future results of operations and financial positions, plans for our current and future

products, anticipated product launches, the impact of macroeconomic conditions, industry and business trends,

and our expectations regarding business strategy, plans, market growth, regulatory climate, competitive

landscape and our objectives for future operations.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-

looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations,

estimates, forecasts, and projections about future events and trends that we believe may affect our business,

financial condition, results of operations, and prospects. Although we believe that we have a reasonable basis for

each forward-looking statement contained in this Quarterly Report on Form 10-Q, we cannot guarantee that the

future results, levels of activity, performance, or events and circumstances reflected in the forward-looking

statements will be achieved or occur at all. Forward-looking statements involve known and unknown risks and

uncertainties and are subject to other important factors that may cause our actual results, performance or

achievements to be materially different from any future results, performance or achievements expressed or

implied by the forward-looking statements, including, but not limited to, those factors discussed in Part II, Item 1A,

“Risk Factors” in this Quarterly Report on Form 10-Q, as such risks and uncertainties may be amended,

supplemented or superseded from time to time by our subsequent periodic reports on Form 10-Q and Form 10-K

we file with the United States Securities and Exchange Commission. We qualify all of our forward-looking

statements by these cautionary statements. Moreover, we operate in a very competitive and rapidly changing

environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks

and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report

on Form 10-Q.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date

on which the statements are made. We undertake no obligation to update any forward-looking statements made

in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on

Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We

may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and

you should not place undue reliance on our forward-looking statements.

Table of Contents

Part I. Financial Information

Item 1. Condensed Consolidated Financial Statements

HeartFlow Holding, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)

	June 30,	December 31,
	2025	2024
Assets
Current assets:
Cash and cash equivalents ...........................................................................................	$80,210	$51,367
Accounts receivable, net ...............................................................................................	29,687	24,639
Restricted cash, current ................................................................................................	—	150
Prepaid expenses and other current assets ..............................................................	8,545	6,132
Total current assets ..................................................................................................	118,442	82,288
Property and equipment, net ..............................................................................................	8,070	8,920
Operating lease right-of-use assets ..................................................................................	17,894	18,805
Restricted cash, non-current ..............................................................................................	4,475	4,325
Other non-current assets ....................................................................................................	10,482	4,366
Total assets ................................................................................................................	$159,363	$118,704
Liabilities, redeemable convertible preferred stock and stockholders' deficit
Current liabilities:
Accounts payable ...........................................................................................................	$1,786	$2,870
Accrued expenses and other current liabilities ..........................................................	25,664	25,319
Operating lease liabilities, current ................................................................................	5,492	5,416
Total current liabilities ..............................................................................................	32,942	33,605
Convertible notes ..................................................................................................................	68,336	—
Term loan ...............................................................................................................................	114,087	136,431
Common stock warrant liability ..........................................................................................	23,304	20,835
Derivative liability ..................................................................................................................	29,407	—
Operating lease liabilities, non-current ............................................................................	17,235	18,537
Other non-current liabilities .................................................................................................	281	214
Total liabilities ............................................................................................................	285,592	209,622
Commitments and contingencies (Note 7)
Redeemable convertible preferred stock issuable in series, $0.001 par value;<br><br>122,231,454 shares authorized, issued and outstanding as of June 30, 2025 and<br><br>December 31, 2024; aggregate liquidation value of $951,917 as of June 30, 2025<br><br>and December 31, 2024 ......................................................................................................	768,566	768,566
Stockholders’ deficit:
Common stock, $0.001 par value; 210,300,000 shares authorized as of June 30,<br><br>2025 and December 31, 2024; 6,389,444 and 6,122,048 shares issued and<br><br>outstanding as of June 30, 2025 and December 31, 2024, respectively .....................	6	6
Additional paid-in capital .....................................................................................................	118,416	112,241
Accumulated other comprehensive loss ...........................................................................	(717)	(772)
Accumulated deficit ..............................................................................................................	(1,012,500)	(970,959)
Total stockholders’ deficit ........................................................................................	(894,795)	(859,484)
Total liabilities, redeemable convertible preferred stock and stockholders’<br><br>deficit ..........................................................................................................................	$159,363	$118,704

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

HeartFlow Holding, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Revenue .....................................................................................	$43,424	$31,054	$80,629	$57,897
Cost of revenue .........................................................................	10,646	7,215	19,910	14,635
Gross profit ...........................................................................	32,778	23,839	60,719	43,262
Operating expenses:
Research and development .................................................	15,032	9,932	28,956	19,375
Selling, general and administrative .....................................	31,461	28,084	62,980	54,122
Total operating expenses ...................................................	46,493	38,016	91,936	73,497
Loss from operations ..........................................................	(13,715)	(14,177)	(31,217)	(30,235)
Interest income ..........................................................................	635	1,142	1,178	2,654
Interest expense .......................................................................	(6,621)	(6,075)	(11,714)	(12,318)
Change in fair value of common stock warrant liability ......	(863)	(3,906)	(2,469)	(3,905)
Change in fair value of derivative liability ..............................	11,538	(161)	2,493	(222)
Other income (expense), net ..................................................	(111)	(82)	247	(237)
Loss before provision for income taxes ...........................	(9,137)	(23,259)	(41,482)	(44,263)
Provision for income taxes ......................................................	(59)	(120)	(59)	(48)
Net loss .................................................................................	$(9,196)	$(23,379)	$(41,541)	$(44,311)
Comprehensive loss:
Net loss ......................................................................................	$(9,196)	$(23,379)	$(41,541)	$(44,311)
Other comprehensive loss:
Foreign currency translation gain (loss) ................................	291	(100)	55	(99)
Total comprehensive loss ...................................................	$(8,905)	$(23,479)	$(41,486)	$(44,410)
Net loss per share, basic and diluted ....................................	$(1.46)	$(4.66)	$(6.66)	$(8.89)
Weighted-average shares used to compute net loss per<br><br>share, basic and diluted ...........................................................	6,316,315	5,020,758	6,240,885	4,982,094

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

HeartFlow Holding, Inc.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(in thousands, except share and per share amounts)

(unaudited)

	Redeemable Convertible<br><br>Preferred Stock		Common Stock		Additional<br><br>Paid-In<br><br>Capital	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Accumulated<br><br>Deficit	Total<br><br>Stockholders’<br><br>Deficit
	Shares	Amount	Shares	Amount
Balance at December 31, 2024 ...................	122,231,454	$768,566	6,122,048	$6	$112,241	$(772)	$(970,959)	$(859,484)
Issuance of common stock upon<br><br>exercise of stock options ..........................	—	—	130,813	—	578	—	—	578
Stock-based compensation expense .....	—	—	—	—	2,492	—	—	2,492
Foreign currency translation loss ............	—	—	—	—	—	(236)	—	(236)
Net loss .......................................................	—	—	—	—	—	—	(32,345)	(32,345)
Balance at March 31, 2025 ..........................	122,231,454	768,566	6,252,861	6	115,311	(1,008)	(1,003,304)	(888,995)
Issuance of common stock upon<br><br>exercise of stock options ..........................	—	—	136,583	—	852	—	—	852
Stock-based compensation expense .....	—	—	—	—	2,253	—	—	2,253
Foreign currency translation gain ...........	—	—	—	—	—	291	—	291
Net loss .......................................................	—	—	—	—	—	—	(9,196)	(9,196)
Balance at June 30, 2025 .............................	122,231,454	$768,566	6,389,444	$6	$118,416	$(717)	$(1,012,500)	$(894,795)	Redeemable Convertible<br><br>Preferred Stock	Common Stock	Additional<br><br>Paid-In<br><br>Capital	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Accumulated<br><br>Deficit	Total<br><br>Stockholders’<br><br>Deficit
---	---	---	---	---	---	---	---	---
	Shares	Amount	Shares	Amount
Balance at December 31, 2023 ...................	122,231,454	$768,566	4,940,925	$5	$97,465	$(501)	$(874,533)	$(777,564)
Issuance of common stock upon<br><br>exercise of stock options ..........................	—	—	10,561	—	77	—	—	77
Stock-based compensation expense .....	—	—	—	—	2,723	—	—	2,723
Foreign currency translation gain ...........	—	—	—	—	—	1	—	1
Net loss .......................................................	—	—	—	—	—	—	(20,932)	(20,932)
Balance at March 31, 2024 ..........................	122,231,454	768,566	4,951,486	5	100,265	(500)	(895,465)	(795,695)
Issuance of common stock upon<br><br>exercise of stock options ..........................	—	—	613,614	1	1,616	—	—	1,617
Stock-based compensation expense .....	—	—	—	—	2,640	—	—	2,640
Foreign currency translation loss ............	—	—	—	—	—	(100)	—	(100)
Net loss .......................................................	—	—	—	—	—	—	(23,379)	(23,379)
Balance at June 30, 2024 .............................	122,231,454	$768,566	5,565,100	$6	$104,521	$(600)	$(918,844)	$(814,917)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

HeartFlow Holding, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six Months Ended<br><br>June 30,
	2025	2024
Cash flows from operating activities:
Net loss ......................................................................................................................................................................................	$(41,541)	$(44,311)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization .........................................................................................................................................	2,767	2,378
Stock-based compensation expense .............................................................................................................................	4,745	5,363
Amortization of debt discount and debt issuance costs ..............................................................................................	3,765	1,333
Amortization of right-of-use asset ...................................................................................................................................	1,472	1,349
Change in fair value of common stock warrant liability ...............................................................................................	2,469	3,905
Change in fair value of derivative liability.......................................................................................................................	(2,493)	222
Non-cash interest charges ...............................................................................................................................................	1,110	388
Change in allowance for credit losses ............................................................................................................................	(171)	(1)
Changes in assets and liabilities: ....................................................................................................................................
Accounts receivable, net ...........................................................................................................................................	(4,877)	(3,573)
Prepaid expenses and other current assets ...........................................................................................................	(2,413)	(913)
Other non-current assets ...........................................................................................................................................	(1,883)	(937)
Accounts payable .......................................................................................................................................................	(1,433)	(1,453)
Accrued expenses and other current liabilities ......................................................................................................	(267)	(6,885)
Operating lease liabilities ...........................................................................................................................................	(1,787)	(1,563)
Other non-current liabilities .......................................................................................................................................	67	2
Net cash used in operating activities ................................................................................................................	(40,470)	(44,696)
Cash flows from investing activities
Purchase of property and equipment .............................................................................................................................	(1,891)	(3,005)
Net cash used in investing activities ................................................................................................................	(1,891)	(3,005)
Cash flows from financing activities
Proceeds from convertible notes offering, net of issuance costs ...............................................................................	72,813	—
Proceeds from exercise of stock options .......................................................................................................................	1,430	1,694
Payments of exit, prepayment penalty and lender fees ..............................................................................................	(1,066)	(1,291)
Payments of deferred offering costs ...............................................................................................................................	(2,028)	—
Net cash provided by financing activities ........................................................................................................	71,149	403
Effect of foreign exchange rates ............................................................................................................................................	55	(99)
Net increase (decrease) in cash, cash equivalents and restricted cash ..................................................................	28,843	(47,397)
Balance, beginning of period ...........................................................................................................................................	55,842	127,234
Balance, end of period ......................................................................................................................................................	$84,685	$79,837
Supplemental disclosure of cash flow information:
Cash paid (refunded) for taxes ........................................................................................................................................	$59	$(72)
Cash paid for interest ........................................................................................................................................................	$6,728	$10,618
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable .......................................................................	$26	$—
Derecognition of derivative liability in connection with debt refinancing ...................................................................	$—	$1,125
Right-of-use asset obtained in exchange for lease obligation ....................................................................................	$561	$—
Conversion of term loan principal to convertible notes ................................................................................................	$23,000	$—
Issuance of convertible notes to certain employees in lieu of cash compensation .................................................	$1,353	$—
Reclassification of term loan debt discount to convertible notes debt discount ......................................................	$239	$—
Unpaid deferred offering costs included in accounts payable and accrued expenses and other current<br><br>liabilities ...............................................................................................................................................................................	$2,205	$—
Unpaid convertible notes issuance costs included in accounts payable and accrued expenses and other<br><br>current liabilities .................................................................................................................................................................	$83	$—

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Business Overview

Description of Business

HeartFlow Holding, Inc. (the “Company”) was incorporated in the state of Delaware in July 2007 as

Cardiovascular Simulation, Inc. and changed its name to HeartFlow, Inc. in May 2009. On March 1, 2021,

HeartFlow, Inc. completed an internal reorganization in which a newly formed parent holding company,

HeartFlow Holding, Inc., was established.

On July 17, 2025, HeartFlow Holding, Inc.’s stockholders and Board of Directors approved the

consolidation of HeartFlow Holding, Inc. with and into HeartFlow, Inc., with HeartFlow, Inc. continuing as

the surviving company. The previous holders of HeartFlow Holding, Inc.’s common stock and preferred

securities became holders of HeartFlow, Inc.’s common stock and preferred securities based on a 1-to-1

conversion ratio, and the equity incentive plan, outstanding equity awards, outstanding warrants and

certain other equity-related agreements of HeartFlow Holding, Inc. were assumed by HeartFlow, Inc. In

connection with this consolidation, HeartFlow, Inc. changed its name to Heartflow, Inc.

The Company is a commercial-stage medical technology company that has pioneered the use of software

and artificial intelligence (“AI”) to deliver a non-invasive solution for diagnosing and managing coronary

artery disease (“CAD”). The Company’s novel Heartflow Platform uses AI and advanced computational

fluid dynamics to create a personalized 3D model of a patient’s heart based off a single coronary

computed tomography angiography (“CCTA”). This results in actionable data on blood flow, stenosis,

plaque volume and plaque composition. The Company’s HeartFlow FFRCT Analysis and Plaque Analysis

software assists physicians in diagnosing, managing and delivering precision care to patients with CAD.

The Company was awarded Conformité Européene Mark for its HeartFlow FFRCT Analysis in July 2011.

The Company received clearance from the U.S. Food and Drug Administration (“FDA”) in November 2014

for its HeartFlow FFRCT Analysis and in October 2022 for its Plaque Analysis.

The Company’s headquarters is located in Mountain View, California, and the Company also has offices

in Santa Rosa, California, Austin, Texas, and Tokyo, Japan.

The Company had the following wholly-owned subsidiaries as of June 30, 2025:

Entity Name	Country of Incorporation
HeartFlow, Inc. ...............................................................	United States
HeartFlow Japan G.K. ..................................................	Japan
HeartFlow U.K. Ltd ........................................................	United Kingdom
HeartFlow Technology U.K. Limited ...........................	United Kingdom

Effective July 2024, HeartFlow International Sarl, a wholly-owned subsidiary in Switzerland, was

dissolved.

Reverse Stock Split

On July 31, 2025, the Company’s Board of Directors approved an amendment to the Company's

amended and restated certificate of incorporation to immediately effect a reverse stock split of the shares

of the Company’s outstanding common stock at a ratio of 1.0-for-2.92 (the “Reverse Stock Split”). The

number of authorized shares and par value per share were not adjusted as a result of the Reverse Stock

Split. All references to shares, options to purchase common stock, share amounts, per share amounts,

and related information contained in the condensed consolidated financial statements have been

retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. The

shares of common stock underlying outstanding stock options and other equity instruments were

proportionately reduced and the respective exercise prices, if applicable, were proportionately increased

in accordance with the terms of the agreements governing such securities. In addition, the conversion

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

ratios for each series of the Company’s redeemable convertible preferred stock, which automatically

converted into shares of common stock upon the closing of the Company’s initial public offering (“IPO”) of

common stock, were proportionally adjusted.

Initial Public Offering

On August 11, 2025, the Company completed its IPO of 19,166,667 shares of its common stock, which

included an additional 2,500,000 shares of common stock purchased by the underwriters pursuant to their

option to purchase additional shares, at a price to the public of $19.00 per share. The gross proceeds to

the Company from the IPO were approximately $364.2 million, before deducting underwriting discounts

and commissions and estimated offering expenses payable by the Company of $31.4 million. The shares

and proceeds from the Company’s IPO and the underwriters’ exercise of their option to purchase

additional shares are not reflected in the condensed consolidated financial statements as of and for the

three and six months ended June 30, 2025. Immediately prior to the closing of the Company’s IPO, all of

the outstanding shares of the Company’s redeemable convertible preferred stock converted into shares of

the Company’s common stock. Additionally, upon the closing of the Company’s IPO, the aggregate

outstanding principal balance under the 2025 Convertible Notes automatically converted into shares of

the Company’s common stock.

Liquidity

The Company has incurred operating losses and negative cash flows from operations since its inception

and has an accumulated deficit of approximately $1.0 billion and $971.0 million as of June 30, 2025 and

December 31, 2024, respectively. The Company expects to incur losses for the foreseeable future.

Historically, the Company’s activities have been financed through sales of shares of redeemable

convertible preferred stock, common stock and convertible promissory notes, borrowings under term

loans and revenue received from customers.

As of June 30, 2025 and December 31, 2024, the Company had $80.2 million and $51.4 million in cash

and cash equivalents, respectively.

On August 11, 2025, the Company completed its IPO and received gross proceeds of approximately

$364.2 million, before deducting underwriting discounts and commissions and estimated offering

expenses payable by the Company.

Based on the Company’s current operating plan, the Company believes that the expected cash generated

from revenue transactions with customers and its existing cash and cash equivalents, together with the

net proceeds from the IPO, will be sufficient to fund the Company’s planned operating expenses and

capital expenditure requirements for at least the next 12 months from the date these condensed

consolidated financial statements were available to be issued.

However, the Company may experience lower than expected cash generated from operating activities or

greater than expected capital expenditures, cost of revenue, or operating expenses and may need to

raise additional capital to fund operations, further research and development activities, or acquire, invest

in, or license other businesses, assets, or technologies. The Company’s future capital needs will depend

upon many factors, including the market acceptance of the Company’s products, the cost and pace of

developing new products, and the costs of supporting sales growth.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company as

well as its wholly owned subsidiaries and have been prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S. GAAP”). All significant intercompany balances

and transactions have been eliminated in consolidation.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The unaudited interim condensed consolidated financial statements have been prepared on the same

basis as the annual consolidated financial statements and, in the opinion of management, reflect all

adjustments, which include only normal recurring adjustments, necessary to a fair statement of the

Company’s consolidated financial position as of June 30, 2025, and the results of its operations for the

three and six months ended June 30, 2025 and 2024 and cash flows for the six months ended June 30,

2025 and 2024. The condensed consolidated balance sheet at December 31, 2024, was derived from

audited annual consolidated financial statements but does not contain all of the footnote disclosures from

the annual financial statements. These interim financial results are not necessarily indicative of results

expected for the full fiscal year or for any subsequent interim period and should be read in conjunction

with the annual consolidated financial statements included in the Company’s registration statement on

Form S-1 (File No. 333-288733), which became effective on August 7, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make

estimates and assumptions that affect the amounts reported in the financial statements and

accompanying notes. Management used significant judgement when making estimates in the

determination of the fair value of its common stock and stock options, deferred income tax valuation

allowance, capitalized internal-use software, depreciation of property and equipment, allowance for credit

losses, revenue recognition, valuation of operating lease right-of-use (“ROU”) assets and operating lease

liabilities, and the fair value of convertible debt, common stock warrant liability and derivative liability.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience

and other factors and adjusts those estimates and assumptions as facts and circumstances dictate.

Actual results could materially differ from those estimates.

Segment Information

The Company operates and manages its business as one reportable and operating segment, which is the

business of non-invasive CAD detection solutions. The Company’s Chief Executive Officer, who is the

Chief Operating Decision Maker (“CODM”), reviews financial information, including revenue and net loss,

presented on a consolidated basis for purposes of making operating decisions, allocating resources and

evaluating financial performance.

The Company's measure of segment profit or loss is consolidated net loss, which is used by the CODM to

measure actual results versus expectations, set performance metrics, and develop the annual budget to

achieve the Company’s long-term objectives. Significant segment expenses within consolidated net loss

includes cost of revenue, research and development, and selling, general and administrative expenses,

which are each separately presented on the Company’s condensed consolidated statements of

operations and comprehensive loss. Other expense items that are presented on the condensed

consolidated statements of operations include interest income, interest expense, changes in fair value of

warrant liability, other income, net, and provision for income taxes.

The following table is representative of the significant expense categories regularly provided to the CODM

when managing the Company’s single reporting segment and includes a reconciliation to the consolidated

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

net loss shown in the condensed consolidated statements of operations and comprehensive loss for the

three and six months ended June 30, 2025 and 2024 (in thousands):

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Revenue ................................................................	$43,424	$31,054	$80,629	$57,897
Less(1):
Cost of revenue ...............................................	10,646	7,215	19,910	14,635
Research and development expenses:
Research and development .....................	8,995	6,223	17,322	12,120
Regulatory and clinical ..............................	6,037	3,709	11,633	7,254
Selling, general and administrative<br><br>expenses:
Sales ............................................................	18,485	17,406	35,438	32,962
Marketing .....................................................	4,481	2,952	9,163	5,852
General and administrative .......................	8,495	7,726	18,380	15,309
Loss from operations ...........................................	(13,715)	(14,177)	(31,217)	(30,235)
Other income (expense), net(2) .....................	4,578	(9,082)	(10,265)	(14,028)
Provision for income taxes ............................	(59)	(120)	(59)	(48)
Segment net loss .................................................	$(9,196)	$(23,379)	(41,541)	$(44,311)

(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)Other income (expense), net represents the consolidated amounts for interest income, interest expense, change in fair value of

common stock warrant liability, change in fair value of derivative liability and other income (expense), net as shown on the condensed

consolidated statements of operations and comprehensive loss.

The Company derives revenue and has long-lived assets primarily in the United States of America.

Revenue by geography is further described in Note 3.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments that are readily convertible to known amounts of

cash and purchased with an original maturity of three months or less to be cash equivalents. Cash

equivalents consist primarily of amounts invested in money market accounts.

The following table provides a reconciliation of cash, cash equivalents and restricted cash to the total

shown in the condensed consolidated statements of cash flows (in thousands):

	June 30,
	2025	2024
Cash and cash equivalents ...............................................................................	$80,210	$75,370
Restricted cash ....................................................................................................	4,475	4,467
Total cash, cash equivalents and restricted cash ..........................................	$84,685	$79,837

As of June 30, 2025 and December 31, 2024, restricted cash represents deposits held as security in

connection with the Company’s facility lease agreements.

Fair Value of Financial Instruments

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value

is an exit price, representing the amount that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market participants. As such, fair value is a market-based

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

measurement that should be determined based on assumptions that market participants would use in

pricing an asset or a liability.

The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that

prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest

priority to valuations based upon unadjusted quoted prices in active markets for identical assets or

liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs

that are significant to the valuation (Level 3 measurements). The accounting guidance establishes three

levels of the fair value hierarchy as follows:

Level 1 - Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or

liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be

corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to

the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of

input that is significant to the fair value measurement. The Company’s assessment of the significance of a

particular input to the fair value measurement in its entirety requires management to make judgments and

considers factors specific to the asset or liability.

As of June 30, 2025 and December 31, 2024, the carrying amounts of the Company’s financial

instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities,

approximate fair value due to their relatively short maturities and market interest rates, if applicable.

Management believes that the Company’s Term Loan and 2025 Convertible Notes bear interest at the

prevailing market rates for instruments with similar characteristics; accordingly, the carrying value of these

instruments approximate its fair value. Fair value accounting is applied to the common stock warrant

liability and derivative liability. No derivative liability was outstanding as of December 31, 2024.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash

equivalents, restricted cash and accounts receivable. The Company maintains bank deposits in federally

insured financial institutions and these deposits may at times exceed federally insured limits. To date, the

Company has not experienced any losses on its cash deposits. The Company currently has full control of

its cash and cash equivalents balance.

No single customer represented more than 10% of the Company’s revenue during the three and six

months ended June 30, 2025 and 2024.

No single customer represented more than 10% of the Company’s accounts receivable as of June 30,

2025 and December 31, 2024.

Deferred Offering Costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly associated

with in-process equity financings as deferred offering costs until such financings are consummated. After

consummation of the equity financing, these costs are recorded as a reduction of the proceeds from the

offering, either as a reduction of the carrying value of preferred stock or in stockholders’ deficit as a

reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity

financing be abandoned, the deferred offering costs would be expensed immediately as a charge to

operating expenses in the condensed consolidated statements of operations and comprehensive loss. As

of June 30, 2025 and December 31, 2024, deferred offering costs of $4.2 million and $413,000,

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

respectively, were capitalized within other non-current assets in the condensed consolidated balance

sheets. The deferred offering costs were reclassified as a reduction to equity as a result of the closing of

the IPO in August 2025.

Leases

At the inception of a contractual arrangement, the Company determines whether the contract contains a

lease by assessing whether there is an identified asset and whether the contract conveys the right to

control the use of the identified asset in exchange for consideration over a period of time.

An ROU asset and corresponding lease liability are recorded on the condensed consolidated balance

sheets based on the present value of lease payments over the lease term. An ROU asset represents the

right to control the use of an identified asset over the lease term and a lease liability represents the

obligation to make lease payments arising from the lease. Leases with an initial term of 12 months or less

are not recorded in the condensed consolidated balance sheets. The Company uses its incremental

borrowing rate to determine the present value of lease payments, as the discount rate implicit in the lease

is not readily available. The lease terms used to calculate the ROU asset and related lease liabilities

include options to extend or terminate the lease when it is reasonably certain that the Company will

exercise that option. The Company elected to account for contracts that contain lease and non-lease

components as a single lease component. For the three and six months ended June 30, 2025 and 2024,

the Company’s only leases were for its facilities, which are classified as operating leases with lease

expense recognized on a straight-line basis over the lease term. Variable lease costs, which primarily

consist of common area maintenance, taxes, and utility charges are expensed as incurred. The Company

does not have any finance leases.

Term Loan

The Term Loan is accounted for at amortized cost. Original debt issuance costs are deferred and

presented as a reduction to the carrying value of the Term Loan. Debt discount and debt issuance costs

are amortized using the effective interest method and recorded in interest expense within the condensed

consolidated statements of operations and comprehensive loss. Refer to Note 8 for additional information.

2025 Convertible Notes

The Company issued convertible notes in January 2025 and March 2025 (the “2025 Convertible Notes”)

to various investors and certain employees (the “Requisite Holders”), which are accounted for at

amortized cost. Debt issuance costs are deferred and presented as a reduction to the carrying value of

the 2025 Convertible Notes. The Company determined that certain features of the 2025 Convertible

Notes contain embedded derivatives that provide the Requisite Holders with multiple settlement

alternatives and the embedded features that qualified as derivatives were accounted for separately. Debt

discount and debt issuance costs are amortized using the effective interest method and recorded to

interest expense within the condensed consolidated statements of operations and comprehensive loss.

The Company recognized the changes in fair value of the derivative liability as changes in fair value of

derivative liability within the condensed consolidated statements of operations and comprehensive loss.

Refer to Note 9 and Note 13 for additional information.

Common Stock Warrants

The Company’s warrants to purchase common stock that were issued in connection with the Term Loan

are classified as a liability. The warrants are recorded at fair value upon issuance and are subject to

remeasurement to fair value at each balance sheet date, with any changes in fair value recognized as a

change in fair value of common stock warrant within the condensed consolidated statements of

operations and comprehensive loss. Refer to Note 12 for additional information.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Embedded Derivatives

Prior to its refinancing in June 2024, the Term Loan contained certain prepayment features, default put

option and default interest adjustment features that were determined to be embedded derivatives

requiring bifurcation and separate accounting as a single compound derivative, as discussed in Note 13.

The impact of bifurcation of the embedded derivative on the date of issuance was reflected as a debt

discount. The fair value of the derivative liability related to the Company’s Term Loan, as discussed in

Note 8, was estimated using a scenario-based analysis comparing the probability-weighted present value

of the Term Loan payoff at maturity with and without the bifurcated features. This method isolates the

value of the embedded derivative by measuring the difference in the host contract’s value with and

without the isolated features. The resulting cash flows are discounted at the Company’s borrowing rate,

as adjusted for fluctuations in the market interest rate from the inception of the Company’s comparative

borrowings to the reporting date, to measure the fair value of the embedded derivative. Until its

derecognition in June 2024, the derivative liability was remeasured to fair value at each reporting period

and the related change was reflected as change in fair value of derivative liability on the condensed

consolidated statements of operations and comprehensive loss.

The 2025 Convertible Notes contain certain settlement features and default put options that were

determined to be embedded derivatives requiring bifurcation and separate accounting as a single

compound derivative, as discussed in Note 13. The impact of bifurcation of the embedded derivatives on

the date of issuances in January and March 2025 was reflected as a debt discount. The fair value of the

derivative liability related to the Company’s 2025 Convertible Notes, as discussed in Note 9, were

estimated using a scenario-based analysis comparing the probability-weighted present value of the 2025

Convertible Notes with and without the bifurcated features. This method isolates the value of the

embedded derivatives by measuring the difference in the host contract’s value with and without the

isolated features. To measure the fair value of the embedded derivatives, the resulting cash flows were

discounted using appropriate discount rates that reflect the overall implied risk of the instruments based

on their purchase prices and adjusted for fluctuations in the market and Company interest rates when

necessary. The derivative liability was remeasured to fair value at each reporting period and the related

change was reflected as change in fair value of derivative liability on the condensed consolidated

statements of operations and comprehensive loss for the three and six months ended June 30, 2025.

Redeemable Convertible Preferred Stock

The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net

of issuance costs. The redeemable convertible preferred stock is recorded outside of stockholders’ deficit

because the preferred shares are contingently redeemable upon the occurrence of an event that is

outside of the Company’s control. The Company has elected not to adjust the carrying values of the

redeemable convertible preferred stock to the liquidation preferences of such shares because it is

uncertain whether or when an event would occur that would obligate the Company to pay the liquidation

preferences to holders of shares of redeemable convertible preferred stock. Subsequent adjustments to

the carrying values to the liquidation preferences will be made only when it becomes probable that such

liquidation event will occur. The redemption value of each series of redeemable convertible preferred

stock is equal to their respective original issue price plus accrued but unpaid dividends on Series C

redeemable convertible preferred shares and all declared but unpaid dividends (if any) for other series of

redeemable convertible preferred shares. In connection with the Series F redeemable convertible

preferred stock financing, the cumulative dividends payable to holders of Series C redeemable convertible

preferred stock upon a liquidation event were capped from $6.66 to $8.25 per share depending on the

time of issuance, with an aggregate total of $88.5 million as of June 30, 2025 and December 31, 2024.

Refer to Note 10 for additional information.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Revenue Recognition

The Company sells its Heartflow Platform to medical providers in the United States and in select

international markets. The Company determines revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, the Company satisfies a performance obligation.

The Company identified a single performance obligation, which is comprised of a highly interdependent

bundle of goods or services that are not distinct on their own but are as a group and consists of providing

implementation services and the requested analysis, including an image file and related licenses and

support. Revenue recognition commences only after completion of installation, implementation and

training for new customer accounts. The Company’s service consists of providing a visualization of the

patient’s coronary arteries and enables physicians to create more effective treatment plans. This service

is normally billable upon delivery of the analysis to the physician. Payment terms are generally net 30

days.

Substantially all of the Company’s revenue is from usage-driven fees and generated on a “pay-per-click”

basis each time a physician orders the Company’s HeartFlow FFRCT Analysis and Plaque Analysis.

Revenue is recognized when control of these services is transferred to the customer, at an amount that

reflects the consideration the Company expects to be entitled to receive in exchange for those services.

The Company recognizes usage-driven fee revenue upon delivery of the requested analysis to the

physician, which is when control of these services is transferred to the customer. The Company

recognizes revenue on a straight-line basis over the contract term for subscriptions where the customer

pays a fixed amount upfront for unlimited analyses. Contracts with customers typically include a fixed

amount of consideration and are generally cancellable with 30 days’ written notice.

The transaction price consists of fixed consideration and variable consideration related to utilization and

volume rebates for reimbursement claims from government and commercial payers which are known and

determinable based on the number of analyses delivered within each quarterly period. The transaction

price (inclusive of both fixed consideration and variable consideration that is not constrained) is

recognized as revenue when control transfers. The Company uses a portfolio approach to estimate

variable consideration using the expected value method.

Unbilled Receivables

Unbilled receivables generally represent revenue in which the Company has satisfied its performance

obligation prior to invoicing. The Company records unbilled receivables within accounts receivable, net on

the condensed consolidated balance sheets, based on the Company’s unconditional right to payment at

the end of the applicable period.

Contract Costs

Costs associated with product revenue include a flat rate commission per analysis and new customer site

commissions as well as implementation and onboarding costs. The Company capitalizes new customer

site commissions and certain implementation and onboarding costs that are considered to be incremental

to the acquisition of new customer contracts. Capitalized implementation and onboarding costs are

amortized over an estimated period of benefit of two years and capitalized new site commission costs are

amortized over an estimated period of benefit of three years. The estimated period of benefit is

determined by evaluating average customer life, the nature of the related benefit, and the specific facts

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

and circumstances of its arrangements. The Company evaluates these assumptions at least annually and

periodically reviews whether events or changes in circumstances have occurred that could impact the

period of benefit.

The Company expenses flat rate commissions when incurred as commensurate with its usage-driven fee

revenue recognition and amortizes capitalized new customer site commissions to selling, general and

administrative expense in the condensed consolidated statements of operations and comprehensive loss.

The Company amortizes capitalized implementation and onboarding costs to cost of revenue in the

condensed consolidated statements of operations and comprehensive loss. Short-term capitalized

contract costs are included in prepaid expenses and other current assets, and the long-term portion is

included in other non-current assets in the condensed consolidated balance sheets.

Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents the transaction price allocated to

performance obligations that are unsatisfied, or partially unsatisfied. It includes contract liabilities and

amounts that will be invoiced and recognized as revenue in future periods and does not include contracts

where the customer is not committed. The customer is not considered committed when they are able to

terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a

practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for

contracts with an original expected length of one year or less.

Contract Liabilities

The Company records contract liabilities when billings or payments are received in advance of revenue

recognition from subscription services. The contract liabilities balance is reduced as the revenue

recognition criteria is met, generally within 12 months. Once services are available to customers, the

Company records amounts due in accounts receivable, net and contract liabilities within accrued

expenses and other current liabilities on the condensed consolidated balance sheets. To the extent the

Company bills customers in advance of the billing period commencement date, the accounts receivable

and corresponding contract liabilities amount are netted to zero on the condensed consolidated balance

sheets, unless such amounts have been paid as of the balance sheet date.

Cost of Revenue

Cost of revenue includes, but is not limited to, personnel and related expenses, stock-based

compensation costs, third-party hosting fees, amortization of capitalized internal-use software,

amortization of contract fulfillment costs as well as royalties associated with technology licenses used in

connection with the delivery of the Company’s Heartflow Platform and allocated overhead, including rent,

equipment, depreciation, technology services and utilities, related to the Company’s production team. The

role of the production team is to support the Company’s patient case volume revenue by performing

defined quality-related activities on CCTA scans submitted by its customers for analysis. The production

team also supports activities in the Company’s clinical trials and research and development, which are

allocated as research and development expense.

Stock-Based Compensation

The Company accounts for share-based payments at fair value. The grant date fair value of options

granted is measured using the Black-Scholes option pricing model. Option awards vest based on the

satisfaction of a service requirement and stock-based compensation expense is recorded on a straight-

line basis over the applicable service period, which is generally four years. For performance-based stock

options, the Company will assess the probability of performance conditions being achieved in each

reporting period. The amount of stock-based compensation expense recognized in any one period related

to performance-based stock options can vary based on the achievement or anticipated achievement of

the performance conditions. Forfeitures are recognized in the period in which the forfeiture occurs.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method,

deferred tax assets and liabilities are determined based on the temporary differences between the

financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in

which the differences are expected to reverse. As a result of the history of net operating losses, the

Company has provided for a full valuation allowance against the deferred tax assets for assets that are

not more-likely-than-not to be realized.

The Company applies a comprehensive model for the recognition, measurement, presentation and

disclosure in the condensed consolidated financial statements of any uncertain tax positions that have

been taken or are expected to be taken on a tax return using a two-step approach. The first step is to

evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of

available evidence indicates that it is more likely than not that the tax position will be sustained upon

examination by the relevant taxing authorities, based on the technical merits of the position. For tax

positions that are more likely than not to be sustained upon audit, the second step is to measure the tax

benefit in the financial statements as the largest benefit that has a greater than 50% likelihood of being

sustained upon settlement. Significant judgment is required to evaluate uncertain tax positions. Changes

in facts and circumstances could have a material impact on the Company’s effective tax rate and results

of operations. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits

as a component of provision for income taxes in the condensed consolidated statements of operations

and comprehensive loss.

Comprehensive Loss

Comprehensive loss is comprised of net loss and foreign currency translation gains and losses.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is the local currency except for HeartFlow

International Sarl, which was the U.S. Dollar. For all non-functional currency balances, the

remeasurement of such balances to the functional currency results in either a foreign exchange

transaction gain or loss, which is recorded within other income, net within the condensed consolidated

statements of operations and comprehensive loss. The Company recognized foreign exchange

transaction (gain) loss of $(110,000) and $195,000 during the three months ended June 30, 2025 and

2024, respectively, and $247,000 and $58,000 during the six months ended June 30, 2025 and 2024,

respectively. During the three months ended June 30, 2025 and 2024, the Company recognized

$(291,000) and $100,000, respectively, and $(55,000) and $99,000 during the six months ended June 30,

2025 and 2024, respectively, of foreign currency translation (gain) loss in the statements of

comprehensive loss related to foreign subsidiaries which have local functional currencies.

Net Loss Per Share

Basic net loss per common share is calculated by dividing the net loss by the weighted-average number

of shares of common stock outstanding during the period, without consideration of potentially dilutive

securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average

number of shares of common stock and potentially dilutive securities outstanding for the period. For

purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock,

common stock warrants and stock options are considered to be potentially dilutive securities.

Basic and diluted net loss per share is presented in conformity with the two-class method required for

participating securities as the redeemable convertible preferred stock and common stock subject to

repurchase are considered participating securities. The Company’s participating securities do not have a

contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to

common stockholders. Diluted net loss per share is the same as basic net loss per share because the

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

effects of potentially dilutive items were anti-dilutive given the Company’s net loss position during the

three and six months ended June 30, 2025 and 2024.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards

Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified

effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our

Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to

complying with new or revised accounting standards, which means that when a standard is issued or

revised and it has different application dates for public and nonpublic companies, the Company will adopt

the new or revised standard at the time nonpublic companies adopt the new or revised standard and will

do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition

period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early

adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic

companies.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income

Tax Disclosures, which requires enhanced income tax disclosures, including specific categories and

disaggregation of information in the effective tax rate reconciliation, disaggregated information related to

income taxes paid, income or loss from continuing operations before income tax expense or benefit, and

income tax expense or benefit from continuing operations. This guidance is effective for annual periods

beginning after December 15, 2024. The adoption of ASU 2023-09 is expected to have a disclosure only

impact on the Company’s consolidated financial statements for the year ended December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive

Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement

Expenses, which requires more detailed disclosures about specified categories of expenses (including

employee compensation, depreciation, and amortization) included in certain expense captions presented

on the face of the income statement. This ASU is effective for fiscal years beginning after December 15,

2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption

permitted. The amendments may be applied either (i) prospectively to financial statements issued for

reporting periods after the effective date of this ASU or (ii) retrospectively to all prior periods presented in

the financial statements. The Company is currently evaluating the impact of this pronouncement on the

disclosures in its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical

expedient related to the estimation of expected credit losses for current accounts receivable and current

contract assets that arise from transactions accounted for under Accounting Standards Codification Topic

606: Revenue from Contracts with Customers. The practical expedient permits an entity to assume that

current conditions as of the balance sheet date do not change for the remaining life of the current

accounts receivable and current contract assets. This ASU is effective for fiscal years beginning after

December 15, 2025 on a prospective basis, and for interim periods within fiscal years beginning after

December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of the

adoption of this pronouncement on its consolidated financial statements.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

3. Revenue and Contract Balances

Disaggregation of Revenue

The following table summarizes total revenue from customers by geographic region (in thousands):

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
United States ...............................................................	$39,987	$28,406	$74,285	$52,800
United Kingdom ...........................................................	1,562	1,291	3,014	2,501
Japan.............................................................................	1,527	1,012	2,721	1,991
Rest of Europe .............................................................	348	345	609	605
Total revenue ...............................................................	$43,424	$31,054	$80,629	$57,897

Revenues by geography are determined based on the region of the Company's contracting entity, which

may be different than the region of the customer.

Contract Balances

Unbilled receivables included within accounts receivable on the condensed consolidated balance sheets

as of June 30, 2025 and December 31, 2024 was $820,000 and $574,000, respectively.

The following table provides the breakdown of capitalized contract costs on the condensed consolidated

balance sheets (in thousands):

	Six Months Ended<br><br>June 30,	Year Ended<br><br>December 31,
	2025	2024
Balance at beginning of period ..........................................................	$6,154	$2,941
Contract costs capitalized ..................................................................	4,920	6,952
Contract costs amortized ....................................................................	(2,669)	(3,739)
Balance at end of period .....................................................................	$8,405	$6,154

The following table provides the breakdown of contract liabilities included within accrued expenses and

other current liabilities on the condensed consolidated balance sheets (in thousands):

	Six Months Ended<br><br>June 30,	Year Ended<br><br>December 31,
	2025	2024
Balance at beginning of period ..........................................................	$182	$498
Contract liabilities added ....................................................................	—	—
Contract liabilities recognized as revenue .......................................	(51)	(316)
Balance at end of period .....................................................................	$131	$182

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

4. Fair Value Measurement

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a

recurring basis by level within the fair value hierarchy (in thousands):

	June 30, 2025
	Level 1	Level 2	Level 3	Total
Assets
Money market funds included in cash and<br><br>cash equivalents ...............................................	$51,886	$—	$—	$51,886
Total ....................................................................	$51,886	$—	$—	$51,886
Liabilities
Common stock warrant liability ......................	$—	$—	$23,304	$23,304
Derivative liability ..............................................	—	—	29,407	29,407
Total ....................................................................	$—	$—	$52,711	$52,711	December 31, 2024
---	---	---	---	---
	Level 1	Level 2	Level 3	Total
Assets
Money market funds included in cash and<br><br>cash equivalents ...............................................	$36,882	$—	$—	$36,882
Total ....................................................................	$36,882	$—	$—	$36,882
Liabilities
Common stock warrant liability ......................	$—	$—	$20,835	$20,835
Total ....................................................................	$—	$—	$20,835	$20,835

The following tables present a reconciliation of the Company’s financial liabilities measured at fair value

as of June 30, 2025 and December 31, 2024 using significant unobservable inputs (Level 3), and the

change in fair value (in thousands):

	Common<br><br>Stock<br><br>Warrant<br><br>Liability
Fair value as of January 1, 2024 .....................................................................................................	$4,440
Change in fair value ...........................................................................................................................	16,395
Fair value as of December 31, 2024 ...............................................................................................	20,835
Change in fair value ...........................................................................................................................	2,469
Fair value as of June 30, 2025 .........................................................................................................	$23,304

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

In determining the fair value of the common stock warrant liability, the Company used the Black-Scholes

option pricing model to estimate the fair value using unobservable inputs including the expected term,

expected volatility, risk-free interest rate and dividend yield (see Note 12).

	Term Loan<br><br>Derivative<br><br>Liability
Fair value as of January 1, 2024 .....................................................................................................	903
Change in fair value ...........................................................................................................................	222
Derecognition in connection with debt refinancing .......................................................................	(1,125)
Fair value as of December 31, 2024 ...............................................................................................	$—

In determining the fair value of the term loan derivative liability, a two-step valuation approach was

employed, which included a probability-weighted scenario valuation method, the Black-Scholes-Merton

method, and the option pricing method, using unobservable inputs (see Note 13), which are classified as

Level 3 within the fair value hierarchy, and then comparing the instrument’s value with and without the

derivative features to estimate their combined fair value. The debt instrument is carried at amortized cost,

which approximates its fair value.

	2025 Convertible Notes<br><br>Derivative Liability
Fair value as of January 1, 2025 ....................................................................................	$—
Recognition in connection with convertible notes offering ..........................................	31,900
Change in fair value ..........................................................................................................	(2,493)
Fair value as of June 30, 2025 ........................................................................................	$29,407

In determining the fair value of the convertible notes derivative liability, a two-step valuation approach was

employed, which included a probability-weighted scenario valuation method, the Monte Carlo Simulation

method, and the option pricing method, using unobservable inputs (see Note 13), which are classified as

Level 3 within the fair value hierarchy, and then comparing the instrument’s value with and without the

derivative features to estimate their combined fair value. The debt instrument is carried at amortized cost,

which approximates its fair value.

5. Balance Sheet Components

Allowance for Credit Losses

The following table presents a reconciliation of the allowance for credit losses (in thousands):

	Six Months Ended<br><br>June 30,	Year Ended<br><br>December 31,
	2025	2024
Balance at beginning of period .........................................................	$814	$1,058
Additions ..............................................................................................	—	—
Write-offs ..............................................................................................	(171)	(244)
Balance at end of period ...................................................................	$643	$814

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are comprised of the following (in thousands):

	Six Months Ended<br><br>June 30,	Year Ended<br><br>December 31,
	2025	2024
Prepaid expenses ...............................................................................	$5,304	$3,017
Contract costs, current .......................................................................	2,453	2,453
Other .....................................................................................................	788	662
Total prepaid expenses and other current assets ........................	$8,545	$6,132

Property and equipment, net

Property and equipment consisted of the following (in thousands):

	Six Months Ended<br><br>June 30,	Year Ended<br><br>December 31,
	2025	2024
Property and equipment at cost:
Computer equipment and software .................................................	$4,495	$4,489
Furniture, fixtures and equipment ....................................................	1,536	1,233
Capitalized internal-use software .....................................................	54,133	52,606
Leasehold improvements ..................................................................	2,138	2,057
Construction in progress ...................................................................	27	27
Total property and equipment ......................................................	62,329	60,412
Less: Accumulated depreciation and amortization ........................	(54,259)	(51,492)
Property and equipment, net ...........................................................	$8,070	$8,920

The Company capitalized certain internal-use software costs totaling $591,000 and $1.3 million, including

stock-based compensation of $5,000 and $121,000, related to internal-use software development efforts,

during the three months ended June 30, 2025 and 2024, respectively, and $1.5 million and $2.1 million,

including stock-based compensation of $11,000 and $198,000, during the six months ended June 30,

2025 and 2024, respectively. Amortization of capitalized internal-use software totaled $1.0 million and

$761,000 for the three months ended June 30, 2025 and 2024, respectively, and $2.0 million and $1.5

million for the six months ended June 30, 2025 and 2024, respectively.

Depreciation and amortization expense related to property and equipment, excluding capitalized internal-

use software, was $389,000 and $413,000 for three months ended June 30, 2025 and 2024, respectively,

and $759,000 and $885,000 for the six months ended June 30, 2025 and 2024, respectively.

Other Non-Current Assets

Other non-current assets are comprised of the following (in thousands):

	Six Months Ended<br><br>June 30,	Year Ended<br><br>December 31,
	2025	2024
Contract costs, net .............................................................................	$5,951	$3,701
Deferred offering costs ......................................................................	4,233	413
Other .....................................................................................................	298	252
Total other non-current assets .........................................................	$10,482	$4,366

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are comprised of the following (in thousands):

	Six Months Ended<br><br>June 30,	Year Ended<br><br>December 31,
	2025	2024
Accrued payroll and related expenses ............................................	$16,620	$18,206
Customer contract and rebate liabilities ..........................................	420	1,041
Accrued royalty ...................................................................................	489	736
Accrued professional fees .................................................................	4,342	1,672
Accrued clinical trial expenses .........................................................	1,183	1,215
Other .....................................................................................................	2,610	2,449
Total accrued expenses and other current liabilities ....................	$25,664	$25,319

6. Leases

The Company leases office space in Mountain View, California, Santa Rosa, California, Austin, Texas,

and Tokyo, Japan.

Mountain View, California

In August 2021, the Company entered into a facility lease agreement with MV Campus Owner, LLC (the

“Landlord”) for approximately 61,000 rentable square feet in Mountain View, California through August

In connection with the lease, the Company established a standby letter of credit for the benefit of

the Landlord in the amount of $4.3 million in August 2021, which is classified as non-current restricted

cash on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

Santa Rosa, California

In October 2024, the Company entered into an agreement to sublease approximately 4,000 rentable

square feet of office space in Santa Rosa, California for 29 months commencing on November 1, 2024. In

connection with this sublease, the Company paid a security deposit of $8,000 and recorded an ROU

asset and lease liability of $169,000.

Austin, Texas

In January 2023, the Company amended its facility lease agreement in Austin, Texas, which provides for

approximately 26,000 square feet of space, to extend the lease term which expired in November 2023

with a five-year renewal option to December 2025 with no renewal option. In June 2025, the Company

amended the lease for its Austin, Texas facility to extend the lease term an additional 12 months through

December 2026 and recorded an ROU asset and lease liability of $561,000 in connection with the lease

extension. A security deposit of $150,000 was recorded as non-current restricted cash as of June 30,

2025 and as current restricted cash as of December 31, 2024, on the condensed consolidated balance

sheets related to this lease.

Tokyo, Japan

The Company has one non-cancellable operating lease for its facility in Tokyo, Japan, which was set to

expire in November 2024. In April 2024, the Company entered into an agreement to extend the lease for

an additional three years through November 2027. In connection with the new lease agreement, the

Company recorded an ROU asset and lease liability of $420,000.

Operating lease cost consisted of the following (in thousands):

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Operating lease cost .........................................	$1,267	$1,219	$2,518	$2,441
Variable lease cost ............................................	293	385	656	763
Total lease cost ..................................................	$1,560	$1,604	$3,174	$3,204

Cash paid for amounts included in the measurement of operating lease liabilities was $1.4 million and

$1.3 million during the three months ended June 30, 2025 and 2024, respectively, and $2.8 million and

$2.5 million, during the six months ended June 30, 2025 and 2024, respectively.

The following table summarizes the maturities of the aggregate lease payments under the Company’s

operating lease liabilities as of June 30, 2025 (in thousands):

	June 30,
	2025
Operating Leases:
2025 ................................................................................................................................................	$2,832
2026 ................................................................................................................................................	5,803
2027	5,190
2028 ................................................................................................................................................	5,155
2029 ................................................................................................................................................	5,309
Thereafter .......................................................................................................................................	3,645
Total minimum lease payments ..................................................................................................	27,934
Less: Amount of lease payments representing interest .....................................................	5,207
Present value of future minimum lease payments ..................................................................	$22,727
Less: current portion ................................................................................................................	5,492
Operating lease liabilities, net of current portion ......................................................................	$17,235

The following table summarizes additional information related to the Company’s operating leases (in

thousands, except weighted-average data):

	June 30,	December 31,
	2025	2024
Right-of-use assets .................................................................................	$17,894	$18,805
Weighted-average remaining lease term (years) ...............................	5.0	5.5
Weighted-average discount rate ...........................................................	9.1%	9.0%

7. Commitments and Contingencies

Royalty Commitments

The Company has entered into various exclusive technology licensing agreements and other software

licensing agreements. The terms of the agreements require the Company to make annual royalty

payments in fixed amounts as well as certain milestone and revenue-based payments. The revenue-

based royalty percentage is in the low single digits, subject to reductions and offsets in certain

circumstances with a minimum royalty commitment of $50,000 annually. Future minimum royalty

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

commitments due under the terms of these exclusive agreements as of June 30, 2025 are as follows (in

thousands):

	June 30,
	2025
Minimum Royalty Commitments:
2025 .................................................................................................................................................	$—
2026 .................................................................................................................................................	50
2027 .................................................................................................................................................	50
2028 .................................................................................................................................................	50
2029 .................................................................................................................................................	50
Thereafter ........................................................................................................................................	50
Total minimum royalty commitments ...........................................................................................	$250

The Company incurred royalty expense of $460,000 and $414,000 for the three months ended June 30,

2025 and 2024, respectively, and $874,000 and $750,000 for the six months ended June 30, 2025 and

2024, respectively.

Purchase Commitments

Open purchase commitments consist of agreements to purchase goods and services that are entered into

in the ordinary course of business. These amounts were not recorded as liabilities on the condensed

consolidated balance sheets as of June 30, 2025 and December 31, 2024 as the Company had not yet

received the related goods or services. As of June 30, 2025, the Company had estimated open purchase

commitments for goods and services of $4.0 million over the next three years.

Contingencies

The Company is not involved in any pending legal proceedings that it believes could have a material

adverse effect on its financial condition, results of operations or cash flows. The Company may pursue or

be subject to litigation and other legal actions from time to time arising in the ordinary course of business,

including intellectual property, products liability, breach of contract, commercial, employment, and other

similar claims which could have an adverse impact on its reputation, business and financial condition and

divert the attention of its management from the operation of its business. The Company discloses

information regarding each material claim where the likelihood of a loss contingency is probable or

reasonable possible and accrues a liability for such matters when it is probable that future expenditures

will be made, and such expenditures can be reasonably estimated. There were no contingent liabilities

requiring accrual or disclosures as of June 30, 2025 and December 31, 2024.

Indemnifications

The Company provides general indemnifications to management and the members of the Company’s

board of directors (the “Board of Directors”) when they act, in good faith, in the best interest of the

Company. The Company is unable to develop an estimate of the maximum potential amount of future

payments that could potentially result from any hypothetical future claim, but expects the risk of having to

make any payments under these general business indemnifications to be remote. The Company also

maintains insurance coverage that would generally enable the Company to recover a portion of any future

amounts paid.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

8. Term Loan

Initial Term Loan

On January 19, 2021, the Company entered into a Credit Agreement with Hayfin Services, LLP (“Hayfin”)

for total borrowings of up to $70.0 million (the “Initial Term Loan”). The Company received net cash

proceeds of $68.1 million, after deducting $1.3 million of lender fees as a discount to the debt, and

$629,000 of debt issuance costs. The Company also issued a warrant to the lender to purchase a total of

108,154 shares of its common stock. The fair value of the warrant was $4.3 million as of the issuance

date, which was accounted for as a debt discount. Refer to Note 12 for additional information.

New Money Term Loan

On March 17, 2022, the Company entered into Amendment No. 1 to the Credit Agreement with Hayfin for

an additional $50.0 million term loan (the “New Money Term Loan”), collectively with the Initial Term Loan,

(the “Term Loan”). Additionally, certain terms of the Initial Term Loan were amended. The Company

received net cash proceeds of $49.2 million, after deducting $820,000 of lender fees as a discount to the

debt. The Company also issued an additional warrant to the lender to purchase a total of 77,253 shares of

common stock. The fair value of the warrant was $3.5 million as of the issuance date, which was

accounted for as a debt discount. Refer to Note 12 for additional information.

Other Amendments

The Company entered into Amendments No. 2 and No. 3 to the Credit Agreement in September 2022 and

December 2022, respectively, which enabled the Company to issue Subordinated Convertible Promissory

Notes and to increase the aggregate principal of the Subordinated Convertible Promissory Notes that can

be issued to $42.0 million (see Note 9).

In the first quarter of 2023, the Company entered into three amendments to the Credit Agreement with

Hayfin. In March 2023, the Company entered into Amendment No. 4 and Waiver to Credit Agreement with

Hayfin to temporarily waive various covenant requirements that had not been met through the waiver date

and to enable the Company to amend certain terms of the Credit Agreement. Under Amendment No. 4, as

part of the Series F redeemable convertible preferred stock financing closing (see Note 10), the Company

issued to Hayfin 1,462,260 warrants for shares of common stock for no consideration and committed to

sell 921,018 and 1,201,423 shares of Series F-1 and Series F redeemable convertible preferred stock,

respectively. These shares were issued to Hayfin Heartflow UK Limited upon Convertible Note conversion

and upon the initial closing of Series F redeemable convertible preferred stock with the same terms as all

other investors. In March 2023, the Company entered into Amendment No. 5 to the Credit Agreement with

Hayfin, which required the Company’s securities at JPMorgan Chase Bank to become a “Controlled

Account”, as defined by the Credit Agreement. Also in March 2023, the Company entered into

Amendment No. 6 to the Credit Agreement with Hayfin, which permitted the reacquisition of 102,739

shares of common stock from an employee/founder of the Company. In connection with these

amendments, the Company paid $94,000 in lender fees, which were recorded as a debt discount.

Amendments No. 4 through No. 6 were accounted for as debt modifications for accounting purposes.

2024 Credit Agreement

On June 14, 2024, the Company entered into a Credit Agreement and Guaranty (the “2024 Credit

Agreement”) with Hayfin for a $138.1 million term loan (the “2024 Term Loan”) to refinance its outstanding

loan obligations under the 2021 Credit Agreement, as amended (the “2021 Credit Agreement”). In

addition, in connection with the 2024 Term Loan, the Company entered into several other adjoining

agreements with Hayfin. The 2024 Term Loan extended the maturity date from January 19, 2026 to

June 14, 2028. The 2024 Credit Agreement was accounted for as a debt modification for accounting

purposes.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

On January 24, 2025, in connection with the issuance of the 2025 Convertible Notes, the Company

entered into Amendment No.1 to the 2024 Credit Agreement, in which Hayfin converted $23.0 million of

principal under the 2024 Term Loan to 2025 Convertible Notes under the same terms as the other

purchasers of the 2025 Convertible Notes. The principal balance outstanding under the 2024 Term Loan,

as amended, is $115.1 million as of June 30, 2025. The amendment was accounted for as a debt

modification for accounting purposes.

Prepayment Terms and Other Fees

Any prepayment or repayment of the principal balance of the 2024 Term Loan is subject to an exit fee.

The Company is accreting the exit fee over the loan term using the effective interest method. Under the

2024 Term Loan, the Company has the option to prepay the 2024 Term Loan subject to a prepayment fee

of 1.5% for prepayments after the second anniversary but on or prior to the third anniversary of the 2024

Term Loan and a prepayment fee of 3% for prepayments thereafter. The 2024 Credit Agreement requires

the Company to repay the loan in full immediately upon the occurrence of a change in control. In addition,

immediately upon the consummation of an IPO or SPAC transaction, as defined in the terms of the 2024

Credit Agreement, the Company shall repay the 2024 Term Loan in an amount equal to the lesser of (i)

the net cash proceeds of such IPO or SPAC transaction in excess of $150.0 million and (ii) $35.0 million.

In connection with Amendment No.1 to the 2024 Term Loan in January 2025, the amount immediately

payable upon the consummation of an IPO or SPAC transaction, as defined in the terms of the 2024

Credit Agreement, was amended where repayment of the 2024 Term Loan was required to be at an

amount equal to the lesser of (i) the net cash proceeds of such IPO or SPAC transaction in excess of

$150.0 million and (ii) $50.0 million (or $55.0 million if the underwriters exercise any portion of their option

to purchase additional shares).

On June 14, 2024, concurrently with entering the 2024 Credit Agreement, the Company signed a fee

letter agreement with Hayfin under which the Company agreed to pay $9.2 million in fees to Hayfin, which

consisted of a 3% exit fee and 3% early prepayment fee due under the 2021 Credit Agreement in the

amount of $8.3 million payable in sixteen equal quarterly installments of approximately $518,000 through

March 31, 2028, agent fees of $150,000, due in annual installments of $30,000 through March 31, 2028

and an upfront fee of $721,000. The Company paid the $721,000 upfront fee and $30,000 agent fee upon

the closing of the 2024 Term Loan. The exit fee and early prepayment fee was required to be repaid in full

immediately upon the occurrence of a financing event, including, but not limited to, any IPO, SPAC

transaction, or issuance of convertible notes or equity. The exit fee and early prepayment fee remaining

under the original terms of the 2024 Term Loan, which were immediately due and payable upon issuance

of the 2025 Convertible Notes, was amended in January 2025 to be immediately due and payable upon

the next occurrence of a financing event as described above.

See Note 18 for information about the $55.0 million repayment of principal under the 2024 Term Loan and

related exit and early prepayment fees paid in connection with the IPO.

Interest

During its term, the 2024 Term Loan bears interest at a floating per annum rate in an amount equal to the

sum of (i) 7.0% (or 6.0% if the alternative base rate (“ABR”) is in effect) plus (ii) the greater of (x) the

forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”) for a respective

tenor (or the alternative base rate, if applicable), and (y) 2.0%. The ABR equals the sum of (i) 6.0% plus

(ii) the greater of (1) the Wall Street Journal Prime Rate, plus 0.5%, (2) the Federal Reserve Bank of New

York rate plus 0.5% or (3) CBA Term SOFR for one month tenor plus 1.0%. The Company had the option

to pay interest in-kind at the rate equal to the cash interest rate plus 1.0%.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Debt Issuance Costs and Debt Discount

Debt issuance costs include third-party costs incurred in connection with the original Credit Agreement.

Debt discount includes fees paid to the lender, warrants issued to the lender and the embedded derivative

liability as described below.

Prior to the refinancing of the 2021 Credit Agreement with the 2024 Term Loan (the “2024 Term Loan

Refinancing”), certain prepayment features of the Term Loan, default put option and default interest

adjustment features were determined to be embedded derivatives requiring bifurcation and separate

accounting for at fair value as a single compound derivative. The fair value of the derivative liability was

$2.1 million, as of the issuance date in January 2021, and is remeasured to fair value at each reporting

period. In connection with the 2024 Term Loan Refinancing, the associated current fair value of the

derivative liability of $1.1 million was remeasured at the date of refinancing and was derecognized and

recorded as a debt discount to the 2024 Term Loan. Refer to Note 13 for additional information.

In connection with the conversion of $23.0 million of principal under the 2024 Term Loan to 2025

Convertible Notes under Amendment No.1 to the 2024 Credit Agreement in January 2025, $239,000 of

pro-rata debt discount under the 2024 Term Loan was reclassified as a debt discount under the 2025

Convertible Notes.

The debt issuance costs and debt discount are classified as an offset to the Term Loan on the condensed

consolidated balance sheets, and is accreted over the loan term using the effective interest method.

As of June 30, 2025 and December 31, 2024, the effective interest rate of the 2024 Term Loan was 15.2%

and 16.0%, respectively.

Collateral and Covenants

During its term, the 2024 Term Loan is collateralized by substantially all of the Company’s assets. The

2024 Credit Agreement contains certain customary representations and warranties, covenants, events of

default, termination provisions and affirmative and negative covenants, including, among others,

covenants that limit or restrict the Company’s (and its subsidiaries) ability to incur additional

indebtedness, grant liens, merge or consolidate, make acquisitions, pay dividends or other distributions or

repurchase equity, make investments, dispose of assets and enter into certain transactions with affiliates,

in each case subject to certain exceptions. Events of default include, among others, non-payment of

principal, interest or fees, violation of covenants, inaccuracy of representations and warranties,

bankruptcy and insolvency events, material judgments, cross-defaults to material contracts and events

constituting a change of control. Upon the occurrence of an event of default, the interest rate applicable to

the 2024 Term Loan shall increase by 3.0% per annum and the outstanding principal balance, along with

any accrued interest, shall become immediately due and payable. During its term, the Company is subject

to financial covenants which requires the Company to maintain a $25.0 million minimum liquidity balance

in cash and cash equivalents at all times and minimum net sales for twelve consecutive month periods

ending on the last day of a fiscal quarter, which is not tested as long as the Company maintains minimum

liquidity of at least $60.0 million and there has been no decline in net sales for two-consecutive fiscal

quarters at the end of such fiscal quarter. Under the terms of the 2024 Credit Agreement, the minimum

twelve months trailing net sales covenant increases each quarter and is $70.0 million for the quarter

ended June 30, 2024 up to a minimum net sales amount of $110.0 million for the quarter ended June 30,

2025 and each quarter thereafter. In connection with Amendment No.1 to the 2024 Term Loan in January

2025, the minimum liquidity cash balance covenant under the 2024 Term Loan was reduced to $15.0

million from the previous $25.0 million. Other non-financial covenants are outlined in the 2024 Credit

Agreement.

As of June 30, 2025 and December 31, 2024, the Company was in compliance with the 2024 Term Loan

covenants.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Debt Components

The components of the Term Loan are as follows (in thousands):

	June 30,	December 31,
	2025	2024
Principal value of Term Loan ................................................................	$115,137	$138,137
Accreted exit fee .....................................................................................	993	567
Debt discount ..........................................................................................	(1,892)	(2,095)
Debt issuance costs ...............................................................................	(151)	(178)
Total Term Loan .....................................................................................	$114,087	$136,431

The 2024 Term Loan was classified as long-term on the condensed consolidated balance sheets as of

June 30, 2025 and December 31, 2024.

See Note 18 for information about repayment of the 2024 Term Loan and termination of the 2024 Credit

Agreement.

9. Convertible Notes

2025 Convertible Notes

In January and March 2025, the Company issued convertible promissory notes to Requisite Holders in

the aggregate amount of $98.3 million, which was comprised of $74.0 million in aggregate principal

amount of notes issued for cash consideration, $1.3 million in aggregate principal amount of notes issued

in lieu of cash compensation to certain employees and $23.0 million in aggregate principal amount of

notes issued from the conversion of principal under the 2024 Term Loan. Net cash proceeds was $72.7

million after deducting $1.2 million of debt issuance costs, of which $83,000 was unpaid as of June 30,

2025.

The 2025 Convertible Notes are due and payable in full 48 months from the issue date. Upon completion

of an IPO transaction, the 2025 Convertible Notes shall automatically convert into shares of the

Company’s common stock at the IPO price per share at the lower of a 20% discount and a valuation cap

of $2.0 billion on a pre-money basis. In the event the Company completes a sale of shares of preferred

stock, the Requisite Holders may elect to convert the outstanding 2025 Convertible Notes into shares of

such series of preferred stock at the same terms. Further, upon a change of control transaction, the

Requisite Holders may elect to convert the outstanding 2025 Convertible Notes into shares of the

Company’s common stock at the lower of a 20% discount to the implied price per share of common stock

in the change of control transaction and a valuation cap of $2.0 billion on a pre-money basis, or receive

payment of all principal and any accrued but unpaid PIK interest.

The 2025 Convertible Notes do not accrue interest for one year following the date of issuance. Following

the one-year anniversary of the issue date and for the remainder of the term, the 2025 Convertible Notes

interest will accrue on an annual basis at the rate of 7.0% per annum (PIK Interest). All PIK Interest

accrued and payable will be paid by capitalizing such interest on an annual basis and adding it to the

outstanding principal amount of the 2025 Convertible Notes.

The 2025 Convertible Notes contain embedded derivative features, including conversion upon a change

in control and automatic conversion upon completion of a qualified IPO, that were required to be

bifurcated and accounted for separately as a single derivative instrument. The issuance date estimated

fair values of the derivative liability was $11.1 million and $20.8 million in January and March 2025,

respectively, which was accounted for as a debt discount. See Note 13 for additional information. The

debt issuance costs and debt discount are classified as an offset to the 2025 Convertible Notes on the

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

condensed consolidated balance sheets, and are accreted over the loan term using the effective interest

method.

As of June 30, 2025, the aggregate principal balance due under the 2025 Convertible Notes was $98.3

million and was classified as long-term on the condensed consolidated balance sheets. See Note 18 for

additional information.

The components of the 2025 Convertible Notes are as follows (in thousands):

	June 30,
	2025
Principal value of Convertible Notes ............................................................................................	$98,315
Debt discount ..................................................................................................................................	(28,830)
Debt issuance costs .......................................................................................................................	(1,149)
Total Convertible Notes ..................................................................................................................	$68,336

10. Redeemable Convertible Preferred Stock

Redeemable convertible preferred stock consists of the following as of June 30, 2025 and December 31,

2024 (in thousands, except share amounts):

	June 30, 2025 and December 31, 2024
Series	Number of<br><br>Shares<br><br>Authorized	Number of<br><br>Shares Issued<br><br>and Outstanding	Carrying<br><br>Value	Liquidation<br><br>Value
Series A ....................................................	4,082,965	4,082,965	$2,041	$2,041
Series B-1 ................................................	1,954,846	1,954,846	6,940	6,940
Series B-2 ................................................	2,848,263	2,848,263	10,111	10,111
Series C ...................................................	11,343,434	11,343,434	104,378	193,167
Series D ...................................................	7,151,873	7,151,873	110,756	110,854
Series E ...................................................	12,040,980	12,040,980	304,197	305,018
Series F ....................................................	61,344,029	61,344,029	168,957	262,295
Series F-1 ................................................	21,465,064	21,465,064	61,186	61,491
Total .........................................................	122,231,454	122,231,454	$768,566	$951,917

The significant rights and obligations of the Company’s redeemable convertible preferred stock are as

follows:

Dividends

The holders of Series A, Series B-1, Series B-2, Series C, Series D, Series E, Series F and Series F-1

redeemable convertible preferred stock are entitled, on a pro rata, pari passu basis, when and if declared

by the Board of Directors, to non-cumulative dividends out of the Company's assets legally available

therefore at the rate of $0.030, $0.284, $0.284, $0.7384, $1.24, $2.0265, $0.2281 and $0.1528 per share

per annum, respectively. No distributions will be made with respect to the common stock until all declared

but unpaid dividends on redeemable convertible preferred stock have been paid or set aside for payment

to the convertible preferred stockholders. Except with respect to the rights of the holders of Series C

redeemable convertible preferred stock upon a liquidation event, the right to receive dividends on shares

of redeemable convertible preferred stock are non-cumulative, and no right to such dividends accrues to

holders of redeemable convertible preferred stock by reason of the fact that dividends on such shares are

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

not declared or paid in any years. At June 30, 2025 and December 31, 2024, no dividends had been

declared or paid.

Dividends are payable to preferred stockholders in the order of: first, the Series F and Series F-1

redeemable convertible preferred stock, then the Series E redeemable convertible preferred stock, then

the Series D redeemable convertible preferred stock, then the Series C redeemable convertible preferred

stock, then the Series B-1 and B-2 redeemable convertible preferred stock, and then finally, the Series A

redeemable convertible preferred stock. After payment of the full amount of any dividends described

above, any additional dividends shall be distributed among all holders of common stock and all holders of

redeemable convertible preferred stock on an as-converted basis.

The holders of Series C redeemable convertible preferred stock are the only preferred stockholders

entitled to cumulative dividends upon a liquidation event. In connection with the Series F redeemable

convertible preferred stock financing, the cumulative dividends payable to holders of Series C redeemable

convertible preferred stock upon a liquidation event were capped from $6.66 to $8.25 per share

depending on the time of issuance, with an aggregate total of $88.5 million, provided, however, that the

Company shall be under no obligation to pay such Series C preferred accruing dividends until a

liquidation event; provided further, that a holder of shares of Series C redeemable convertible preferred

stock shall automatically forfeit any then accrued but unpaid Series C redeemable convertible preferred

accruing dividends with respect to such shares upon conversion of such shares into shares of common

stock. As of June 30, 2025 and December 31, 2024, the total accumulated, but not yet declared or paid,

dividends of $88.5 million related to the Series C redeemable convertible preferred stock was not

recorded in the condensed consolidated financial statements as an accrued dividend as such an event

was not considered probable to occur.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary,

the holders of Series F, Series F-1, Series E, Series D, Series C, Series B-1, Series B-2 and Series A

redeemable convertible preferred stock are entitled to liquidation preferences in the amount of $4.2758,

$2.8647, $25.3317, $15.50, $9.23, $3.55, $3.55, and $0.50 per share, respectively, for each outstanding

share plus all declared but unpaid dividends, if the shares are not converted to common stock.

Payment of liquidation rights to preferred stockholders are in the order of: first, the Series F and Series

F-1 redeemable convertible preferred stock, then the Series E redeemable convertible preferred stock,

then the Series D redeemable convertible preferred stock, then the Series C redeemable convertible

preferred stock, then the Series B-1 and B-2 redeemable convertible preferred stock, and then finally the

Series A redeemable convertible preferred stock. The remaining assets, if any, shall be distributed to the

holders of common stock.

If upon the liquidation, dissolution or winding up of the Company, the assets of the Company legally

available for distribution to the holders of the Series F, Series F-1, Series E, Series D, Series C, Series

B-1, Series B-2 and Series A redeemable convertible preferred stock are insufficient to permit the

payment to such holders of the full liquidation preferences to which they are entitled, then the holders of

the Company’s common stock will receive nothing in respect of their equity holdings in the Company.

Upon such an event, the assets of the Company legally available for distribution shall satisfy the

respective liquidation preferences of the preferred stockholders with equal pro rata priority in the same

preferential order as described above.

Conversion Rights

Each share of Series A, Series B-1, Series B-2, Series C, Series D, Series E, Series F and Series F-1

redeemable convertible preferred stock shall automatically be converted into fully-paid, nonassessable

shares of common stock at the then effective conversion rate per share for such share prior to the closing

of a firm commitment underwritten IPO pursuant to an effective registration statement filed under the

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Securities Act of 1933, as amended, or SPAC transaction covering the offer and sale of the Company’s

common stock, provided that (i) the aggregate gross proceeds to the Company are not less than

$100,000,000 and (ii) the per share price of the shares sold in the public offering shall be no less than

$4.9884 per share or $5.7010 per share (subject to adjustment from time to time for Recapitalizations and

as otherwise set forth elsewhere herein). In addition, and so long as a certain investor holds at least

11,693,855 shares of Series F redeemable convertible preferred stock (a ‘‘Qualified Public Offering’’),

such shares shall automatically be converted into fully-paid, nonassessable shares of common stock at

the then effective conversion rate for such share upon the written consent of the holders of a majority of

the Series F and F-1 redeemable convertible preferred stock (voting as a single class and on an as-

converted basis). The conversion rates per share for previously issued preferred stock were amended as

a result of the Series F redeemable convertible preferred stock financing from the original conversion

rates per share for Series B-1, Series B-2, Series C, Series D and Series E redeemable convertible

preferred stock. Upon a Qualified Public Offering, shares of each series of the outstanding redeemable

convertible preferred stock are convertible into the number of shares of common stock determined by

dividing the original issue price for the relevant series of redeemable convertible preferred stock by the

conversion price for such series. As of June 30, 2025 and December 31, 2024, shares of Series A, Series

B-1, Series B-2, Series C, Series D, Series E, Series F and Series F-1 outstanding redeemable

convertible preferred stock are convertible into shares of common stock on a 0.342466:1, 0.403088:1,

0.403088:1, 0.576386:1, 0.646673:1, 0.695098:1, 0.342466:1, and 0.342466:1 basis, as adjusted for the

Reverse Stock Split, respectively.

Voting Rights

The holder of each share of Series A, Series B-1, Series B-2, Series C, Series D, Series E, Series F and

Series F-1 redeemable convertible preferred stock that is outstanding is entitled to one vote for each

share of common stock into which it could be converted.

11. Common Stock

Under the Company’s Amended and Restated Certificate of Incorporation, the Company is authorized to

issue 210,300,000 shares of $0.001 par value common stock.

Common stock reserved for issuance, on an as-converted basis, consisted of the following:

	June 30,	December 31,
	2025	2024
Redeemable convertible preferred stock ................................................	51,226,348	51,226,348
Options to purchase common stock .........................................................	8,523,955	8,537,203
Common stock warrants ............................................................................	1,647,667	1,647,667
Total ..............................................................................................................	61,397,970	61,411,218

12. Common Stock Warrant Liability

On January 19, 2021, in connection with entering into the Credit Agreement, the Company issued Hayfin

a warrant to purchase 108,154 shares of common stock at an exercise price of $0.03 per share. On

March 17, 2022, upon amendment to the Credit Agreement, the Company issued Hayfin a warrant to

purchase 77,253 shares of common stock at an exercise price of $0.03 per share. On March 3, 2023,

upon Amendment No. 4 to the Credit Agreement and as a result of antidilution adjustment provisions in

connection with the Series F redeemable convertible preferred stock financing, the Company issued

Hayfin a warrant to purchase 1,462,260 shares of common stock at an exercise price of $0.03 per share

(collectively, the “Warrants”). As of June 30, 2025 and December 31, 2024, all warrants remained

outstanding.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The Warrants have a net exercise provision under which their holders may, in lieu of payment of the

exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market

value of the Company’s stock at the time of exercise of the Warrants after deduction of the aggregate

exercise price. The Warrants also have customary antidilution protection provisions. The Warrants will

terminate on the ten-year anniversary of the issuance date, however, the Warrants will automatically net

exercise immediately prior to termination if the fair market value of one share of common stock exceeds

the then current exercise price per share of common stock. In connection with certain change of control

transactions, which include SPAC combinations, mergers, consolidations and the sale or lease of

substantially all of the assets of the Company, the Warrants will also automatically net exercise if the fair

market value of one share of common stock exceeds the then current exercise price per share of

common stock. The Warrants do not automatically net exercise in connection with an IPO.

The aggregate fair value of the Warrants issued in connection with the initial Credit Agreement and the

amended Credit Agreement was $4.3 million and $3.5 million, respectively, at issuance and was

recognized as a debt discount and recorded as a warrant liability.

The warrant liabilities were remeasured to fair value, resulting in a loss of $863,000 and $3.9 million

during the three months ended June 30, 2025 and 2024, respectively, and a loss of $2.5 million and $3.9

million during the six months ended June 30, 2025 and 2024, respectively, within the condensed

consolidated statements of operations and comprehensive loss.

At December 31, 2024, the fair value of the common stock warrant liability was determined using the

Black-Scholes option pricing model based on the following weighted average assumptions:

	December 31,
	2024
Stock price ...................................................................................................................................	$12.68
Exercise price ..............................................................................................................................	$0.03
Contractual term (in years) .......................................................................................................	6.6
Expected volatility .......................................................................................................................	72.1%
Weighted-average risk-free interest rate ................................................................................	4.44%
Dividend yield ..............................................................................................................................	—

At June 30, 2025, due to the proximity of the Company’s IPO, the fair value of the common stock warrant

liability was based on the estimated fair value of the Company’s common stock.

13. Derivative Liability

Term Loan

Prior to the 2024 Term Loan Refinancing in June 2024, the Term Loan contained certain prepayment

features, default put option and default interest adjustment features that were determined to be

embedded derivatives requiring bifurcation and separate accounting as a single compound derivative, as

discussed in Note 8. The fair value of the derivative liability was recorded at the issuance date as debt

discounts and reductions to the carrying value of long-term debt on the condensed consolidated balance

sheets. The derivative liability is remeasured to fair value at each reporting period and the related

changes in fair value are recorded on the condensed consolidated statements of operations and

comprehensive loss. Through the time of the 2024 Term Loan Refinancing in June 2024, the Company

continued to adjust the derivative liability for changes in fair value of the Term Loan.

Estimating fair values of the derivative liability requires the development of significant and subjective

estimates that may, and are likely to, change over the duration of the instrument with related changes in

internal and external market factors. Since the derivative financial instrument is initially and subsequently

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

carried at fair value, the Company’s income will reflect the volatility in these estimate and assumption

changes.

The derivative liability was remeasured to fair value as of June 14, 2024, resulting in a loss of $222,000

within the condensed consolidated statements of operations and comprehensive loss. In connection with

the 2024 Term Loan Refinancing on June 14, 2024, the associated current fair value of the derivative

liability of $1.1 million as remeasured at the date of refinancing was derecognized and recorded as a debt

discount to the 2024 Term Loan.

The fair value of the derivative liability was estimated using a scenario-based analysis comparing the

probability-weighted present value of the Term Loan payoff at maturity with and without the bifurcated

features. The Company used both the Black-Scholes-Merton and option pricing method to estimate the

fair value of the derivative liability because it believes these techniques are reflective of all significant

assumption types and ranges of assumption inputs that market participants would likely consider in

transactions involving compound embedded derivatives. The option pricing method was employed as part

of a back-solve analysis to the Company’s Series F Preferred round of financing. The Company’s

assumptions used in determining the fair value of the derivative liability is as follows:

	June 14,
	2024
Debt yield .....................................................................................................................................	18.5%
Probability of business combination or IPO (with feature) ...................................................	80.0%
Event date of business combination or IPO (with feature) ...................................................	6/30/2025
Probability of Default ..................................................................................................................	5.0%
Event date of Default .................................................................................................................	9/30/2025
Probability to incur new debt ....................................................................................................	0.0%
Event date to incur new debt ....................................................................................................	n/a
Probability of change of control ................................................................................................	10.0%
Event date of change of control ...............................................................................................	6/30/2025
Event date (without feature) ......................................................................................................	1/19/2026

Debt yield — Discount rate that reconciles the total fair value of the Warrants and 2021 Credit Agreement

with the transaction value. Debt yield reflects a change in the credit benchmark for a “CCC” rated

obligation.

2025 Convertible Notes

The 2025 Convertible Notes were determined to contain certain settlement features and conversion put

options which require bifurcation and separate accounting as a single compound embedded derivative, as

discussed in Note 9. The fair value of the derivative liability was recorded at the issuance dates as a debt

discount and reduction to the carrying value of the 2025 Convertible Notes on the condensed

consolidated balance sheets. The derivative liability is remeasured to fair value at each reporting period

and the related changes in fair value are recorded on the condensed consolidated statements of

operations and comprehensive loss.

The fair value of the derivative liability was estimated using a scenario-based analysis comparing the

probability-weighted present value of the 2025 Convertible Notes with and without the bifurcated features.

The Company used the Monte Carlo Simulation method to estimate the fair value of the derivative liability

because it believes this technique is reflective of all significant assumption types and ranges of

assumption inputs that market participants would likely consider in transactions involving compound

embedded derivatives. The option pricing method was employed as part of a back-solve analysis for

scenarios in which the Company was expected to raise another financing round. The Company also

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

employed a waterfall analysis that allocated certain exit proceeds to its outstanding share classes for

scenarios in which the Company was assumed to exit via change of control or IPO. The Company’s

assumptions used in determining the issuance date fair value of the derivative liability is as follows:

	January 31,	March 26,
	2025	2025
Debt yield .................................................................................................................	7.0%	7.0%
Probability of IPO ....................................................................................................	60.0%	75.0%
Event date of IPO ....................................................................................................	5/5/2025	5/9/2025
Probability of change of control ............................................................................	20.0%	10.0%
Event date of change of control ............................................................................	1/31/2026	3/26/2026
Discount rate ............................................................................................................	31.3%	63.7%

The issuance date estimated fair values of the derivative liability was $11.1 million and $20.8 million in

January and March 2025, respectively, which were recorded as debt discounts. The derivative liability was

remeasured to fair value at the end of each reporting period, resulting in a gain of $11.5 million and $2.5

million for the three and six months ended June 30, 2025, respectively, within the condensed consolidated

statements of operations and comprehensive loss. The aggregate fair value of the derivative liability as of

June 30, 2025 was $29.4 million.

14. Equity Incentive Plan

In 2009, the Company adopted its 2009 Equity Incentive Plan (the “Plan”) which provides for the grant of

stock options to the Company’s employees, members of the Board of Directors and consultants. Options

granted under the Plan may be either incentive stock options (“ISOs”) or nonqualified stock options

(“NSOs”). ISOs may be granted only to employees. NSOs, Stock Appreciation Rights, Restricted Stock,

and Restricted Stock Units may be granted to employees, members of the Board of Directors and

consultants. As of June 30, 2025, the Company reserved 10,885,987 shares for issuance under the Plan.

Options under the Plan have a term of ten years from the grant date. The option exercise price will be

determined by the Board of Directors, but will be no less than 100% of the fair market value per share on

the date of grant. In addition, in the case of an ISO granted to an employee who owns stock representing

more than 10% of the voting power of all classes of stock of the Company, the per share exercise price

will be no less than 110% of the fair market value per share on the date of grant. Through June 30, 2025

and December 31, 2024, options granted generally vest over (i) four years with 25% vesting on the first

anniversary of the issuance date and 1/48th per month thereafter or (ii) vesting monthly in equal

installments over four years.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Stock option activity under the Company’s 2009 Equity Incentive Plan is set forth below (in thousands,

except share and per share amounts):

	Shares<br><br>Available for<br><br>Grant	Number of<br><br>Options	Awards Weighted-Average Exercise Price	Aggregate<br><br>Intrinsic<br><br>Value
Balance at December 31, 2024 ...	1,079,492	8,537,210	4.72	$68,256
Authorized .......................................	1,000,000	—	—
Options granted ..............................	(1,418,628)	485,719	13.10
Options exercised ...........................	—	(267,396)	5.35
Options canceled ............................	676,551	(231,578)	4.99
Balance at June 30, 2025 .............	1,337,415	8,523,955	5.17	$72,526
Vested and exercisable, June 30,<br><br>2025 ..............................................		3,583,827	5.23	$30,427
Vested and expected to vest,<br><br>June 30, 2025 ..............................		8,523,955	5.17	$72,526

All values are in US Dollars.

The weighted-average grant date fair value of options granted during the three and six months ended

June 30, 2025 was $7.78 and $7.40 per share, respectively.

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying

stock options and the fair value of the Company’s common stock for stock options that were in-the-money

at each reporting period. The aggregate intrinsic value of stock options exercised during the three and six

months ended June 30, 2025 was $1.0 million and $2.1 million, respectively.

Stock-Based Compensation

The Company estimated the fair value of stock options using the Black-Scholes option-pricing model

based on the following assumptions:

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Expected life (in years) ........................	6.0	5.6	6.0	5.6
Expected volatility .................................	56.1%-56.6%	53.7%-53.8%	55.0%-56.6%	53.7%-53.8%
Risk-free interest rate ...........................	4.2%	4.4%	4.1%	4.4%
Dividend yield ........................................	–%	–%	n/a	–%

The significant assumptions used in these calculations are summarized as follows:

Fair value of common stock. Because there has been no public market for the Company’s common stock,

the fair value of common stock shares underlying stock options has historically been determined by the

Board of Directors at the time of option grant by considering independent valuation performed by third-

party valuation firm as well as a number of objective and subjective factors, including valuation of

comparable companies, sales of convertible preferred stock to unrelated third parties, operating and

financial performance, the lack of liquidity of capital stock and general and industry specific economic

outlook, among other factors. The fair value of common stock was determined in accordance with

applicable elements of the American Institute of Certified Public Accountants Practice Aid, Valuation of

Privately-Held-Company Equity Securities Issued as Compensation.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Expected term. The expected term of stock options represents the weighted-average period the stock

options are expected to remain outstanding. The Company does not have sufficient historical exercise

and post-vesting termination activity to provide accurate data for estimating the expected term of options

and has opted to use the “simplified method,” whereby the expected term equals the arithmetic average

of the vesting term and the original contractual term of the option.

Expected volatility. As the Company is not publicly traded, the expected volatility for the Company’s stock

options was determined by using an average of historical volatilities of selected industry peers deemed to

be comparable to the Company’s business corresponding to the expected term of the awards.

Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the

time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of

the awards.

Expected dividend yield. The expected dividend rate is zero as the Company currently has no history or

expectation of declaring dividends on its common stock.

The Company also issues stock options with vesting based upon completion of performance goals. The

fair value for these performance-based awards is recognized over the period during which the goals are

to be achieved. Stock-based compensation expense recognized at fair value includes the impact of

estimated probability that the goals would be achieved, which is assessed prior to the requisite service

period for the specific goals.

Total stock-based compensation expense is as follows (in thousands):

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Cost of revenue ...............................................	$45	$78	$102	$160
Research and development ..........................	381	486	928	1,003
Selling, general and administrative ..............	1,827	2,076	3,715	4,200
Total stock-based compensation expense .	$2,253	$2,640	$4,745	$5,363

As of June 30, 2025, total unrecognized stock-based compensation costs related to unvested stock

options was $14.8 million, which is expected to be recognized over a remaining weighted-average period

of 2.49 years.

15. Employee Retirement Plan

The Company has a qualified retirement plan under section 401(k) of the Internal Revenue Code (“IRC”)

under which participants may contribute up to 100% of their eligible compensation, subject to maximum

deferral limits specified by the IRC. The Company may make matching contributions of up to 4.0% of an

employee’s eligible compensation, subject to conditions specified by the IRC. The Company’s matching

contributions totaled $786,000 and $664,000 during the three months ended June 30, 2025 and 2024,

respectively, and $1.5 million and $1.0 million during the six months ended June 30, 2025 and 2024,

respectively.

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

16. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands,

except share and per share amounts):

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Numerator:
Net loss ............................................................................	$(9,196)	$(23,379)	$(41,541)	$(44,311)
Denominator:
Weighted-average shares used to compute net<br><br>loss per share, basic and diluted .................................	6,316,315	5,020,758	6,240,885	4,982,094
Net loss per share, basic and diluted ..........................	$(1.46)	$(4.66)	$(6.66)	$(8.89)

The following outstanding shares of potentially dilutive securities were excluded from the computation of

diluted net loss per share for the period presented because including them would have been antidilutive:

	June 30,
	2025	2024
Redeemable convertible preferred stock ............................................................	122,231,454	122,231,454
Outstanding options to purchase common stock ...............................................	8,523,955	8,009,198
Common stock warrants ........................................................................................	1,647,667	1,647,667
Total ...........................................................................................................................	132,403,076	131,888,319

17. Income Taxes

The Company had an effective tax rate of 0% for both the three and six months ended June 30, 2025 and

The Company continues to incur operating losses.

During the three and six months ended June 30, 2025 and 2024, the Company has evaluated all available

evidence, both positive and negative, including historical levels of income, expectations and risks

associated with estimates of future taxable income and has determined that it is more likely than not that

its net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the

deferred tax assets, the Company continues to maintain a full valuation allowance against its net deferred

tax assets.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the United States which contains a

broad range of tax reform provisions affecting businesses. The Company is currently assessing the

impact on its condensed consolidated financial statements.

18. Subsequent Events

For the interim condensed consolidated financial statements as of June 30, 2025, and for the three and

six months then ended, the Company has evaluated events through September 18, 2025, which is the

date the unaudited interim condensed consolidated financial statements were available to be issued.

2025 Facility Lease

On July 2, 2025, the Company entered into a facility lease agreement for approximately 8,100 rentable

square feet of office space in San Francisco, California for 39 months through November 30, 2028, with

the option to extend for one additional three-year period. In connection with the lease, the Company paid

Table of Contents

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

a security deposit of $90,000. The average monthly lease payments are approximately $40,000 per

month during the lease term.

Amended and Restated Certificate of Incorporation

Effective August 11, 2025, the Company filed an amended and restated certificate of incorporation that

authorizes 250,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of

preferred stock, $0.001 par value per share.

Grant of Options and Restricted Stock Units

Subsequent to June 30, 2025, the Company granted options for 1,826,899 shares of common stock,

subject to service-based vesting conditions, with an exercise price equal to the IPO price of $19.00 per

share to employees and the Board of Directors and awarded 814,209 restricted stock units subject to

service-based vesting conditions to employees under the 2025 Performance Incentive Plan.

2009 Equity Incentive Plan

Effective upon its IPO, the Company terminated the 2009 Equity Incentive Plan and adopted the 2025

Performance Incentive Plan and 2025 Employee Stock Purchase Plan.

Repayment of 2024 Term Loan and Termination of 2024 Credit Agreement

On August 18, 2025, the Company repaid $55.0 million of indebtedness outstanding under the 2024

Credit Agreement obligated in connection with the completion of the Company’s IPO and approximately

$5.8 million in fees consisting of a 3% exit fee and a 3% early prepayment fee due under the 2021 Credit

Agreement, as amended.

On August 22, 2025, the Company prepaid in full all outstanding amounts under, and terminated, the

2024 Credit Agreement, in the aggregate principal amount of $60.1 million plus accrued interest of $1.0

million. The Company did not incur exit or prepayment fees in connection with the termination of the 2024

Credit Agreement.

Table of Contents

Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations

in conjunction with our condensed consolidated financial statements and the related notes and other

financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited

consolidated financial statements and the related notes and the discussion under the heading

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the year

ended December 31, 2024 included in our registration statement on Form S-1 (File No. 333-288733),

which became effective on August 7, 2025. This discussion and analysis and other parts of this Quarterly

Report on Form 10-Q contain forward-looking statements based upon our current plans and expectations

that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives,

expectations, intentions and beliefs. Our actual results and the timing of events could differ materially

from those anticipated in these forward-looking statements as a result of various factors, including those

set forth under Part II, Item 1A, “Risk factors” and elsewhere in this Quarterly Report on Form 10-Q.

Please also see the section titled “Special Note Regarding Forward-looking Statements.” Our historical

results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

We have pioneered the use of software and artificial intelligence (“AI”) to deliver a more accurate and

clinically effective non-invasive solution for diagnosing and managing coronary artery disease (“CAD”), a

leading cause of death worldwide. As of June 30, 2025, our Heartflow Platform has been used to assess

CAD in almost 500,000 patients, including 132,000 in 2024 alone. We believe that we are the most widely

adopted AI-powered test for CAD. Our novel platform leverages AI and advanced computational fluid

dynamics to create a personalized 3D model of a patient’s heart from a single coronary computed

tomography angiography (“CCTA”), a specialized type of scan that provides detailed images of the heart’s

arteries. Our Heartflow Platform delivers actionable insights on blood flow, stenosis, plaque volume and

plaque composition thereby overcoming the limitations of traditional non-invasive imaging tests which rely

on indirect measures of coronary disease and lead to higher false negative and false positive rates as

demonstrated by our PRECISE trial. We believe the differentiated accuracy and clinical utility of our

Heartflow Platform, along with its ability to enhance workflows, will continue to support our growth and

advance the “CCTA + Heartflow” pathway as the definitive standard for the non-invasive diagnosis and

management of CAD.

To date, we have developed three software products (with a fourth product expected to launch in 2026)

under the Heartflow Platform that provide physicians with the critical insights needed to effectively

diagnose and manage CAD:

•Heartflow RoadMap Analysis offers a highly intuitive anatomic visualization of the coronary arteries,

helping physicians quickly identify clinically relevant areas to focus their review. We provide Heartflow

RoadMap Analysis to accounts as an integrated feature to enhance the efficiency of their CCTA

program, and it is not a stand-alone product.

•Heartflow FFRCT Analysis calculates blood flow and pinpoints clinically significant CAD, which is CAD

with a fractional flow reserve (“FFR”) value of 0.80 or below, at every point in the major coronary

arteries. FFR measures the severity of blood flow restriction in the coronary arteries on a scale of 1.0

(no restriction) to 0.0 (complete blockage) by assessing pressure differences across a stenosis during

induced stress, guiding decisions on whether a patient requires invasive revascularization.

•Heartflow Plaque Analysis provides a comprehensive assessment of coronary plaque, enabling

optimized medical treatment strategies.

Table of Contents

•Heartflow PCI Planner, which we expect to launch in 2026, will provide advanced visualization and

clinical insights to optimize revascularization strategies, guide device selection, enhance procedural

efficiency, and improve patient care. We plan to provide Heartflow PCI Planner to accounts as an

integrated feature to enhance procedural efficiency, not as a stand-alone product.

The Heartflow Platform has an existing commercial presence and regulatory approval in the United

States, United Kingdom, European Union, Australia, Canada and Japan. We have developed a highly

scalable, capital efficient commercial model that combines Territory Sales Managers who drive new

account adoption with Territory Account Managers who focus on increasing utilization by educating

referring physicians. Our commercial team does not cover cases or otherwise spend time in an operating

room or lab setting, which enables them to focus solely on driving commercial adoption and educational

activities. We also have small, direct commercial teams in our international markets. In the future, we may

expand our international presence beyond these markets.

Our technology is simple and intuitive and does not require the purchase of any capital equipment. Our

onboarding process seamlessly integrates the Heartflow Platform into the customer’s daily workflow.

These unique attributes of our business model afford our commercial organization a differentiated level of

efficiency and scalability.

We have experienced considerable revenue growth since we began commercializing the Heartflow

Platform in 2015, driven primarily by growth in our account base and increasing test volumes at accounts

in our installed base. For the three months ended June 30, 2025 and 2024, we recognized revenue of

$43.4 million and $31.1 million, respectively, and for the six months ended June 30, 2025 and 2024, we

recognized revenue of $80.6 million and $57.9 million, respectively. Substantially all of our revenue is

generated on a “pay-per-click” basis each time a physician chooses to review either our Heartflow FFRCT

Analysis, Heartflow Plaque Analysis, or both and we recognize usage-driven fee revenue upon delivery of

the requested analysis to the physician. Heartflow FFRCT Analysis has served as our commercial

foundation, representing 98% of our total revenue as of June 30, 2025. In the second half of 2023, we

initiated limited market education efforts for Heartflow Plaque Analysis, our second commercial product.

Our Heartflow RoadMap Analysis is generally provided as a workflow efficiency tool to drive customer

retention and loyalty and is not a stand-alone product.

Prior to our initial public offering (“IPO”), we primarily funded our operations with proceeds from sales of

shares of our redeemable convertible preferred stock, common stock and convertible promissory notes,

borrowings under our term loans and revenue received from our customers. As of June 30, 2025, we had

$80.2 million in cash and cash equivalents. In January and March 2025, we issued $98.3 million in

aggregate principal amount of the 2025 Convertible Notes to investors, including related parties, with

original maturity dates of 48 months from the dates of issuance. The consideration for the issuance of the

2025 Convertible Notes was comprised of $74.0 million in cash, $1.3 million in aggregate principal

amount of notes issued in lieu of cash compensation to certain employees, and the exchange of $23.0

million of outstanding indebtedness under the 2024 Credit Agreement (as defined below).

On August 11, 2025, we completed our IPO, in which we issued and sold 19,166,667 shares of our

common stock, which includes an additional 2,500,000 shares of common stock purchased by the

underwriters pursuant to their option to purchase additional shares, at a price to the public of $19.00 per

share. The cash proceeds from the IPO were approximately $332.8 million, net of underwriting discounts

and commissions and estimated offering costs of $31.4 million. Additionally, upon the closing of our IPO,

the aggregate outstanding principal balance of $98.3 million under the 2025 Convertible Notes

automatically converted into 6,470,743 shares of our common stock at $15.20 per share, a 20% discount

from our IPO price.

We have incurred significant operating losses and negative cash flows since our inception and we expect

to continue to incur losses as we grow and transition to operating as a public company. As of June 30,

2025, we had an accumulated deficit of $1.0 billion.

Table of Contents

Based on our current operating plan, we believe that the expected cash generated from revenue

transactions with customers, our existing cash and cash equivalents together with the net proceeds from

our August 2025 IPO, will be sufficient to fund our planned operating expenses and capital expenditure

requirements for at least the next 12 months.

Key Factors Affecting Our Results of Operations and Performance

We believe there are several important factors that have impacted and that we expect will continue to

impact our operating performance and results of operations for the foreseeable future. These factors

include, among others:

•Rate of adoption of CCTA in the market and our ability to increase adoption of the CCTA+ Heartflow

pathway among both referring and reading physicians.

•Ability to successfully introduce our Heartflow Plaque Analysis and other new products and the rate at

which they are adopted by physicians.

•Ability to automate an increasing number of the manual components of our production process and

the rate at which we hire and train analysts to full productivity.

•We experience seasonality throughout the year based on a number of factors, including staff

availability, vacations, weather and other macro economic events.

•Publications of clinical results by us and third parties.

Heartflow Revenue Cases

We regularly review a number of operating and financial metrics to evaluate our business, measure our

performance, identify trends affecting our business, formulate our business plan and make strategic

decisions. Substantially all of our revenue is generated on a “pay-per-click” basis each time a physician

chooses to review either our Heartflow

FFR

CT Analysis, Heartflow Plaque Analysis, or both, and we

recognize usage-driven fee revenue upon delivery of the requested analysis to the physician. We define a

“Heartflow revenue case” as each time an account orders and we deliver the requested analysis to the

physician. For example, the ordering of both an Heartflow

FFR

CT Analysis and a Heartflow Plaque

Analysis from a single CCTA counts as two revenue cases. We define an “account” as any individual

facility that orders a Heartflow

FFR

CT Analysis, Heartflow Plaque Analysis, or both. Accounts may have

more than one reading physician or CT machine. The following table lists these revenue cases in each of

the three month periods as indicated:

	Q1 2023	Q2 2023	Q3 2023	Q4 2023	Q1 2024	Q2 2024	Q3 2024	Q4 2024	Q1 2025	Q2 2025
Revenue cases ...............................	19,537	21,769	23,195	24,897	28,803	33,039	34,970	37,805	40,336	48,423

The period-to-period change in Heartflow revenue cases is an indicator of our ability to drive adoption and

generate sales revenue, and is helpful in tracking the progress of our business. We believe that Heartflow

revenue cases are representative of our current business; however, we anticipate this metric may be

substituted for additional or different metrics as our business grows.

Components of Our Results of Operations

Revenue

Substantially all of our revenue comprises usage-driven fees from accounts who order either our

Heartflow

FFR

CT Analysis or our Heartflow Plaque Analysis, or both. We recognize usage-driven fee

revenue upon delivery of the requested analysis to the physician. Key factors that drive our revenue

include revenue case growth from our installed base and the success of our sales force in expanding

adoption of the Heartflow Platform to new accounts and expanding the utilization of our system by

accounts in our installed base. We consider an account that has our Heartflow solution deployed with the

Table of Contents

ability to send us CCTA images for processing as being part of our installed base. New accounts

generally take 12 months to reach steady state revenue case volumes. We consider steady state case

volumes to be attained once the account reaches FFRCT utilization rates approaching 33% of CCTAs

occurring at the account—a level that is generally sustained over time based on historical trends. Our

Heartflow FFRCT Analysis is indicated for patients with stenosis levels between 40% and 90%, and we

believe approximately 33% of patients have this level of stenosis. For purposes of managing our

business, we do not separately track increases in revenue solely attributable to new accounts. Revenue

cases generated from clinic or office-based accounts typically carry a lower pricing than hospital-based

accounts, commensurate with their lower reimbursement levels. We expect the percentage of our

revenue cases generated from clinic or office-based accounts to continue to increase over time. The

percentage of our U.S. revenue cases attributable to office and clinic-based accounts was 31% and 28%

for the three months ended June 30, 2025 and 2024, respectively, and 31% and 30% for the six months

ended June 30, 2025 and 2024, respectively.

While a single customer may include multiple accounts, no single customer accounted for 10% or more of

our revenue during the three and six months ended June 30, 2025 and 2024. However, the decision-

making function for some of these accounts is concentrated in a relatively small number of customers,

such that the loss of one customer could result in a disproportionate loss across our accounts. For

example, for the year ended December 31, 2024, our top two largest customers, both large health

systems with multiple accounts, collectively represented approximately 8% of our revenue. As we expand

the adoption of the Heartflow Platform, we expect a majority of new accounts to come from new

customers, decreasing our customer concentration risk.

Our revenue has fluctuated, and we expect it to continue to fluctuate from quarter-to-quarter due to a

variety of factors including the number of accounts in our installed base, the volume of Heartflow Platform

usage by accounts in our installed base, customer pricing contracts that include utilization and volume

rebates, changes in the mix of customer accounts and seasonality. We may experience fluctuations in the

volume of Heartflow Platform usage by our customers based on seasonal factors that impact the number

of radiologists and support staff available to conduct CCTAs at customer accounts.

Cost of revenue and gross margin

Cost of revenue consists of personnel and related expenses, including stock-based compensation costs,

primarily related to our production team. Additional costs include third-party hosting fees, amortization of

capitalized internal-use software, amortization of contract fulfillment costs as well as royalties associated

with technology licenses used in connection with the delivery of our product and allocated overhead,

which includes facilities expenses, equipment, depreciation and technology services. The role of the

production team is to support our patient case volume revenue by performing defined quality-related

activities on CCTA scans submitted by our customers for analysis. The portion of these costs that

supports patient case volume revenue is recorded as cost of revenue. The production team also supports

activities in our clinical trials and research and development, which are allocated as research and

development expense. We expect cost of revenue to increase as we hire additional personnel in our

production team to support our increasing patient case volume.

We calculate gross margin as gross profit divided by revenue. Our gross margin has been and will

continue to be affected by a variety of factors, primarily by our production team costs, the timing of hiring

new production team members and training them to full productivity, the timing of our acquisition of new

customers and pricing and commercialization of Heartflow Plaque Analysis and other new products.

Although, we expect our gross margin to fluctuate from period to period, based upon the factors described

above, we believe our gross margin will increase over the long term as we leverage the AI-based nature

of our software platform to automate an increasing number of the manual components of our production

teams’ process, thereby lowering the cost of revenue per analysis. We also expect increased revenues

from our Heartflow Plaque Analysis to positively impact our gross margin, as it runs on the same CCTA

scan as Heartflow FFRCT Analysis. In the short term, we expect gross margin to decrease as we hire and

train additional personnel in our production team to support our increasing patient case volume.

Table of Contents

Operating expenses

Research and development

Research and development expenses are incurred in connection with the advancement of the Heartflow

Platform with the goal to introduce products, features and improvements aimed at increasing the value

proposition for our customers by expanding its applicability to additional disease states and patient

populations. Research and development expenses consist primarily of engineering, product development,

consulting services, clinical studies to develop and support our products, regulatory activities, medical

affairs, and other costs associated with products and technologies that are in development. Research and

development expenses consist of personnel and related expenses, including stock-based compensation

costs, clinical trials, third-party consulting costs, the portion of the costs incurred by our production team

to support clinical trials and research and development efforts, and allocated overhead, including facilities

expenses, equipment and depreciation. Our research and development team is comprised of PhD

research scientists with expertise in AI-based algorithms and medical imaging, alongside software

engineers skilled in cloud architecture, AI algorithms, machine and deep learning and 3D visualization, as

well as product managers and designers who ensure optimal customer experience and design. We record

research and development expenses in the periods in which they are incurred. We expect our research

and development expenses to increase as we conduct clinical studies for expanded indications for use

and to hire additional personnel to develop new product offerings and product enhancements.

Selling, general and administrative

Selling, general and administrative expenses consist of personnel and related expenses, including stock-

based compensation costs, related to selling and marketing, commercial operations, reimbursement,

finance, legal, information technology and human resources functions. Other expenses include sales

commission, marketing initiatives, professional service fees (including legal, audit, accounting and tax

fees), market access work to secure reimbursement for our technologies, travel expenses, conferences

and trade shows, and allocated overhead, which includes facilities expenses, software licenses,

depreciation and other miscellaneous expenses.

We expect that our selling, general and administrative expenses will increase in the future as a result of

expanding our operations, including hiring personnel, to both drive and support anticipated growth as well

as various incremental costs associated with operating as a public company. We expect that our costs will

increase related to legal, audit, accounting fees, consulting fees, regulatory and tax-related services

associated with maintaining compliance with exchange listing and SEC requirements, director and officer

insurance costs, investor and public relations costs and other expenses that we did not incur as a private

company. However, we expect selling, general and administrative expenses to decrease as a percentage

of revenue primarily as, and to the extent, our revenue grows.

Interest expense, net

Interest expense, net consists primarily of interest expense on our 2024 Term Loan and related

amortization of debt discount and debt issuance costs. Interest income is primarily interest earned on our

cash and cash equivalents.

Other income (expense), net

Other income (expense), net consists primarily of changes in fair value related to our common stock

warrant and derivative liability as well as foreign exchange transaction gains or losses from transactions

and asset and liability balances denominated in currencies other than the U.S. dollar. We will continue to

record adjustments to the estimated fair value of the common stock warrant liability until the warrants are

exercised or expire and to the estimated fair value of the derivative liability until the convertible notes are

repaid or converted.

Table of Contents

Provision for income taxes

Provision for income taxes consists of income tax expense in foreign jurisdictions. To date, we have not

recorded any U.S. federal or state income tax expense. We have net deferred tax assets for U.S. federal

income taxes for which we provide a full valuation allowance. Due to our history of net operating losses

since inception, we expect to maintain a full valuation allowance in the foreseeable future due to

uncertainties regarding our ability to realize these assets.

Results of Operations

Comparison of Three Months Ended June 30, 2025 and 2024

The following table summarizes our results of operations for the three months ended June 30, 2025 and

2024:

	Three Months Ended<br><br>June 30,		Change
(dollars in thousands)	2025	2024	$	%
Revenue .............................................................	$43,424	$31,054	$12,370	40%
Cost of revenue ................................................	10,646	7,215	3,431	48%
Gross profit ...................................................	32,778	23,839	8,939	37%
Operating expenses:
Research and development .........................	15,032	9,932	5,100	51%
Selling, general and administrative .............	31,461	28,084	3,377	12%
Total operating expenses ...........................	46,493	38,016	8,477	22%
Loss from operations ..................................	(13,715)	(14,177)	462	-3%
Interest expense, net .......................................	(5,986)	(4,933)	(1,053)	21%
Other income (expense), net ..........................	10,564	(4,149)	14,713	*
Loss before provision for income taxes ...	(9,137)	(23,259)	14,122	-61%
Provision for income taxes ..............................	(59)	(120)	61	-51%
Net loss .........................................................	$(9,196)	$(23,379)	$14,183	-61%

*: Not Meaningful

Revenue

Revenue increased $12.4 million, or 40%, to $43.4 million during the three months ended June 30, 2025,

compared to $31.1 million during the three months ended June 30, 2024. The increase in revenue was

primarily attributable to a 47% increase in revenue case volume, partially offset by a reduction in average

sales price due to a higher percentage of revenue cases generated from clinic and office-based accounts

and an increase in utilization and volume rebates.

Cost of revenue and gross margin

Cost of revenue increased $3.4 million, or 48%, to $10.6 million during the three months ended June 30,

2025, compared to $7.2 million during the three months ended June 30, 2024. This increase was primarily

attributable to an increase of $1.9 million in personnel and related expenses, $0.8 million in allocated

overhead, $0.3 million in equipment expenses, $0.2 million in amortization of capitalized internal-use

software, and $0.2 million in third-party hosting fees, partially offset by a net decrease of $0.2 million in

capitalized and amortized contract fulfillment costs. Personnel and related expenses included $45,000

and $78,000 of stock-based compensation costs during the three months ended June 30, 2025 and 2024,

respectively. Gross margin for the three months ended June 30, 2025 decreased to 75% as compared to

77% for the three months ended June 30, 2024. The decrease in our gross margin for the three months

ended June 30, 2025 was primarily attributable to our investment in the hiring and training of additional

personnel in our production team to support our increasing revenue case volume. Although we expect to

Table of Contents

continue to invest in the hiring and training of additional personnel in our production team, we expect our

gross margin will increase over the longer term.

Research and development expenses

Research and development expenses increased $5.1 million, or 51%, to $15.0 million during the three

months ended June 30, 2025, compared to $9.9 million during the three months ended June 30, 2024.

The increase in research and development expenses was primarily attributable to an increase of

$2.8 million in personnel and related expenses directly associated with an increase in headcount, $0.7

million in capitalized internal-use software costs, $0.4 million in consulting and professional fees,

$0.2 million in software-related costs and $1.0 million in clinical trial expenses. Personnel and related

expenses included $0.4 million and $0.5 million of stock-based compensation costs during the three

months ended June 30, 2025 and 2024, respectively.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $3.4 million, or 12%, to $31.5 million during the

three months ended June 30, 2025, compared to $28.1 million during the three months ended June 30,

The increase in selling, general and administrative expenses was primarily attributable to an

increase of $2.6 million in personnel and related expenses directly associated with an increase in

headcount, $0.7 million in software-related costs, $0.4 million in travel expenses, $0.3 million in

advertising and other promotional expenses, and $0.1 million in professional fees, including legal, audit

and consulting fees, partially offset by a decrease of $0.6 million in allocated overhead and $0.5 million in

capitalized commissions and implementation costs. Personnel and related expenses included $1.8 million

and $2.1 million of stock-based compensation costs for the three months ended June 30, 2025 and 2024,

respectively.

Interest expense, net

Interest expense, net increased to an expense of $6.0 million during the three months ended June 30,

2025, compared to an expense of $4.9 million during the three months ended June 30, 2024. This

increased expense was attributable to amortization of debt issuance costs and debt discount related to

our 2024 Term Loan and 2025 Convertible Notes, offset by a lower aggregate outstanding principal

balance under our 2024 Term Loan related to the conversion of $23.0 million in principal to convertible

notes in January 2025. In addition, during the three months ended June 30, 2025, lower cash balances

and interest rates earned on money market funds resulted in a lower offset against interest expense in

comparison to the three months ended June 30, 2024. As of June 30, 2025 and 2024, the aggregate

outstanding principal balance (including interest paid-in-kind) under our 2024 Term Loan was $115.1

million and $138.1 million, respectively.

Other income (expense), net

Other income (expense), net decreased to income of $10.6 million during the three months ended

June 30, 2025, compared to an expense of $4.1 million during the three months ended June 30, 2024.

The decrease was primarily attributable to the $11.5 million benefit from the remeasurement and

recognition of the change in fair value related to our derivative liability offset by $0.9 million charge from

the remeasurement and recognition of our common stock warrant liability during the three months ended

June 30, 2025.

Provision for income taxes

Provision for income taxes was $59,000 for the three months ended June 30, 2025, compared to

$120,000 for the three months ended June 30, 2024 related to our state and foreign taxes.

Table of Contents

Comparison of Six Months Ended June 30, 2025 and 2024

The following table summarizes our results of operations for the six months ended June 30, 2025 and

2024:

	Six Months Ended<br><br>June 30,		Change
(dollars in thousands)	2025	2024	$	%
Revenue .............................................................	$80,629	$57,897	$22,732	39%
Cost of revenue ................................................	19,910	14,635	5,275	36%
Gross profit ...................................................	60,719	43,262	17,457	40%
Operating expenses:
Research and development .........................	28,956	19,375	9,581	49%
Selling, general and administrative .............	62,980	54,122	8,858	16%
Total operating expenses ...........................	91,936	73,497	18,439	25%
Loss from operations ..................................	(31,217)	(30,235)	(982)	3%
Interest expense, net .......................................	(10,536)	(9,664)	(872)	9%
Other income (expense), net ..........................	271	(4,364)	4,635	*
Loss before provision for income taxes ...	(41,482)	(44,263)	2,781	-6%
Provision for income taxes ..............................	(59)	(48)	(11)	23%
Net loss .........................................................	$(41,541)	$(44,311)	$2,770	-6%

*: Not Meaningful

Revenue

Revenue increased $22.7 million, or 39%, to $80.6 million during the six months ended June 30, 2025,

compared to $57.9 million during the six months ended June 30, 2024. The increase in revenue was

primarily attributable to a 44% increase in revenue case volume, partially offset by a reduction in average

sales price due to a higher percentage of revenue cases generated from clinic and office-based accounts

and an increase in utilization and volume rebates.

Cost of revenue and gross margin

Cost of revenue increased $5.3 million, or 36%, to $19.9 million during the six months ended June 30,

2024, compared to $14.6 million during the six months ended June 30, 2024. This increase was primarily

attributable to $2.6 million in personnel and related expenses, $1.1 million in allocated overhead,

$0.5 million in amortization of capitalized internal-use software, $0.3 million in third-party hosting fees,

$0.4 million in equipment expenses and $0.1 million in royalties. Personnel and related expenses

included $0.1 million and $0.2 million of stock-based compensation costs during the six months ended

June 30, 2025 and 2024, respectively. Gross margin for the six months ended June 30, 2025 and 2024

was 75%.

Research and development expenses

Research and development expenses increased $9.6 million, or 49%, to $29.0 million during the six

months ended June 30, 2025, compared to $19.4 million during the six months ended June 30, 2024. The

increase in research and development expenses was primarily attributable to an increase of $5.7 million

in personnel and related expenses directly associated with an increase in headcount, $1.7 million in

clinical trial expenses, $0.9 million in consulting and professional fees, $0.5 million of capitalized internal-

use software costs and $0.3 million in software-related costs. Personnel and related expenses included

$0.9 million and $1.0 million of stock-based compensation costs during the six months ended June 30,

2025 and 2024, respectively.

Table of Contents

Selling, general and administrative expenses

Selling, general and administrative expenses increased $8.9 million, or 16%, to $63.0 million during the

six months ended June 30, 2025, compared to $54.1 million during the six months ended June 30, 2024.

The increase in selling, general and administrative expenses was primarily attributable to an increase of

$5.4 million in personnel and related expenses directly associated with an increase in headcount,

$2.7 million in professional fees, including legal, audit and consulting fees, $1.2 million in marketing

expenses, $0.6 million in software-related costs and $0.3 million in travel costs, partially offset by a

decrease of $1.1 million of capitalized commission costs and $0.9 million in allocated overhead.

Personnel and related expenses included $3.7 million and $4.2 million of stock-based compensation

costs for the six months ended June 30, 2025 and 2024, respectively.

Interest expense, net

Interest expense, net increased to an expense of $10.5 million during the six months ended June 30,

2025, compared to an expense of $9.7 million during the six months ended June 30, 2024. This increased

expense was attributable to amortization of debt issuance costs and debt discount related to our 2024

Term Loan and 2025 Convertible Notes, partially offset by a lower aggregate outstanding principal

balance under our 2024 Term Loan related to the conversion of $23.0 million in principal to convertible

notes in January 2025 . As of June 30, 2025 and 2024, the aggregate outstanding principal balance

(including interest paid-in-kind) under our 2024 Term Loan was $115.1 million and $138.1 million,

respectively.

Other income (expense), net

Other income (expense), net decreased to income of $271,000 during the six months ended June 30,

2025, compared to an expense of $4.4 million during the six months ended June 30, 2024. The decrease

was primarily attributable to the remeasurement and recognition of the change in fair value related to our

common stock warrant liability charge of $2.5 million, partially offset by a benefit on the remeasurement

and recognition of the change in fair value related to our derivative liability of $2.5 million and foreign

exchange transaction gains of $0.2 million.

Provision for income taxes

Provision for income taxes was $59,000 and $48,000 for the six months ended June 30, 2025 and 2024,

respectively, related to our state and foreign taxes.

Liquidity and Capital Resources

Sources of liquidity

As of June 30, 2025, we had $80.2 million in cash and cash equivalents and an accumulated deficit of

$1.0 billion. Prior to our IPO, we primarily funded our operations with proceeds from sales of shares of our

redeemable convertible preferred stock, common stock and convertible promissory notes, borrowings

under our term loans and revenue received from our customers, which we expect to be our primary

source of future liquidity.

We expect to continue to incur losses and to expend significant amounts of cash in the foreseeable future

as we continue to scale our business, invest in research and development activities, increase sales and

marketing efforts to support commercial expansion, and increase general and administrative expenses to

support being a publicly-traded company.

Based on our current operating plan, we believe that the net proceeds from our IPO, together with the

expected cash generated from revenue transactions with customers and our existing cash and cash

equivalents, will be sufficient to meet our capital requirements and fund our operations for at least the

next 12 months.

Table of Contents

Hayfin credit agreement

On June 14, 2024, we entered into a Credit Agreement and Guaranty for a $138.1 million term loan to

refinance the outstanding obligations under the initial credit agreement we entered into with Hayfin on

January 19, 2021 and the additional term loans entered into with Hayfin on March 17, 2022 in exchange

for the payment of exit fees and early prepayment fees in the aggregate amount of $8.3 million payable in

sixteen equal quarterly installments, or immediately upon the occurrence of our IPO. On January 24,

2025, in connection with the issuance of the 2025 Convertible Notes as further described below, we

entered into Amendment No. 1 to the Credit Agreement and Guaranty (as amended, the “2024 Credit

Agreement”) to amend the terms and conditions governing the term loan outstanding thereunder (as

amended, the “2024 Term Loan”). Under this amendment, Hayfin also converted $23.0 million of principal

under the 2024 Term Loan to 2025 Convertible Notes under the same terms as the other purchasers of

the 2025 Convertible Notes.

The 2024 Term Loan was scheduled to mature on June 14, 2028 and bore interest equal to the sum of (i)

7.0% (or 6.0% if the alternative base rate (“ABR”) is in effect) plus (ii) the greater of (x) the forward-looking

term rate based on the Secured Overnight Financing Rate (“SOFR”) for a respective tenor in effect on

such day (or the alternative base rate, if applicable), and (y) 2.0%. The ABR equaled the sum of (i) 6.0%

plus (ii) the greater of (1) the Wall Street Journal Prime Rate, plus 0.5%, (2) the Federal Reserve Bank of

New York rate plus 0.5% or (3) CBA Term SOFR for one month tenor plus 1.0%. We had an option to pay

interest in-kind at the rate equal to the cash interest rate plus 1.0% through the last interest period ending

before the 18th month anniversary of the 2024 Credit Agreement. We had an option to prepay the 2024

Term Loan subject to a prepayment fee of 1.5% for prepayments after the second anniversary but on or

prior to the third anniversary of the 2024 Term Loan and a prepayment fee of 3% for prepayments

thereafter.

As of June 30, 2025, the aggregate outstanding principal balance under the 2024 Term Loan was $115.1

million and the effective interest rate was 15.2%. As of June 30, 2025, we were in compliance with the

2024 Credit Agreement covenants.

On August 18, 2025, we repaid $55.0 million of indebtedness outstanding under the 2024 Credit

Agreement for which we were obligated to pay in connection with the completion of our IPO and

approximately $5.8 million in fees consisting of a 3.0% exit fee and a 3.0% early prepayment fee due

under the 2021 Credit Agreement, as amended.

On August 22, 2025, we prepaid in full all outstanding amounts under, and terminated, the 2024 Credit

Agreement, in the aggregate principal amount of $60.1 million plus accrued interest of $1.0 million. We

did not incur exit or prepayment fees in connection with the termination of the 2024 Credit Agreement.

Convertible notes

In January and March 2025, we issued convertible promissory notes to various investors and certain

employees (the “Requisite Holders”) in the aggregate amount of $98.3 million, which was comprised of

$74.0 million in aggregate principal amount of notes issued for cash consideration, $1.3 million in

aggregate principal amount of notes issued in lieu of cash compensation to certain employees and $23.0

million in aggregate principal amount of notes issued in the 2024 Term Loan Conversion (collectively, the

“2025 Convertible Notes”). The 2025 Convertible Notes did not accrue interest for one year following the

date of issuance and were due and payable in full 48 months from the issue date. Upon the completion of

our IPO, the aggregate outstanding principal balance under the 2025 Convertible Notes automatically

converted into shares of our common stock at a 20% discount to the IPO price.

The 2025 Convertible Notes contained embedded derivative features, including conversion upon a

change in control and automatic conversion upon completion of a qualified IPO, that were required to be

bifurcated and accounted for separately as a single derivative instrument. The issuance date estimated

fair values of the derivative liability was $11.1 million and $20.8 million in January and March 2025,

respectively, which were recorded as debt discounts. The derivative liability was remeasured to an

Table of Contents

aggregate fair value of $29.4 million as of June 30, 2025, resulting in a gain of $2.5 million recorded within

the condensed consolidated statements of operations and comprehensive loss for the three months

ended June 30, 2025.

Cash Flows

The following table summarizes our cash flows for each of the periods presented:

	Six Months Ended<br><br>June 30,
(in thousands)	2025	2024
Net cash used in operating activities ............................................................	$(40,470)	$(44,696)
Net cash used in investing activities .............................................................	(1,891)	(3,005)
Net cash provided by financing activities .....................................................	71,149	403

Net cash used in operating activities

Net cash used in operating activities during the six months ended June 30, 2025 was $40.5 million,

attributable to a net loss of $41.5 million and a net change in operating assets and liabilities of

$12.6 million, partially offset by non-cash charges of $13.7 million. The non-cash charges primarily

consisted of $4.7 million in stock-based compensation expense, $2.5 million of change in fair value of

derivative liability, $2.5 million of change in fair value of common stock warrant liability, $2.8 million of

depreciation and amortization, $1.5 million of amortization of right-of-use asset, $1.1 million of non-cash

interest charges, $3.8 million of amortization of debt discount and debt issuance costs and $0.2 million

change in allowance for credit losses. The increase in net operating assets was primarily due to an

increase of $4.9 million in accounts receivable, a $2.4 million increase in prepaid expenses and other

current assets, a $1.9 million increase in other non-current assets, a $1.4 million decrease in accounts

payable, a $0.3 million decrease in accrued expenses and other current liabilities, and a $1.8 million

decrease in operating lease liabilities.

Net cash used in operating activities during the six months ended June 30, 2024 was $44.7 million,

attributable to a net loss of $44.3 million and a net change in operating assets and liabilities of

$15.3 million, partially offset by non-cash charges of $14.9 million. The non-cash charges primarily

consisted of $5.4 million in stock-based compensation expense, $2.4 million of depreciation and

amortization, $1.3 million of amortization of right-of-use asset, $1.3 million of amortization of debt discount

and debt issuance costs, $0.4 million of non-cash interest charges and $0.2 million of change in fair value

of derivative liability. The increase in net operating assets was primarily due to a $3.6 million increase in

accounts receivable, a $0.9 million increase in prepaid expenses and other current assets, a $0.9 million

increase in other non-current assets, a $1.5 million decrease in accounts payable, a decrease of $6.9

million in accrued expenses and other current liabilities, and a $1.6 million decrease in operating lease

liabilities.

Net cash used in investing activities

Net cash used in investing activities for the six months ended June 30, 2025 was $1.9 million consisting

of purchases of property and equipment.

Net cash used in investing activities for the six months ended June 30, 2024 was $3.0 million consisting

of purchases of property and equipment.

Net cash provided by financing activities

Net cash provided by financing activities during the six months ended June 30, 2025 was $71.1 million,

consisting primarily of $72.8 million in net proceeds from the issuance of our 2025 Convertible Notes and

$1.4 million in proceeds from the exercise of stock options, offset by $1.1 million in exit and prepayment

penalty fees related to our 2024 Term Loan and $2.0 million in payments of deferred IPO offering costs.

Table of Contents

Net cash provided by financing activities during the six months ended June 30, 2024 was $403,000,

consisting primarily of $1.7 million in proceeds from the exercise of stock options, offset by $1.3 million in

exit and prepayment penalty fees related to our 2024 Term Loan.

Contractual Obligations and Commitments

Our contractual commitments will have an impact on our future liquidity. These commitments include

future payments on non-cancellable facility leases, purchase obligations related to research and

development and professional services under non-cancellable contracts and royalty obligations for

exclusive technology licensing agreements. Upon the closing of our IPO in August 2025, the aggregate

outstanding principal balance under the 2025 Convertible Notes automatically converted into shares of

our common stock. In August 2025, we repaid $55.0 million of indebtedness outstanding under the 2024

Term Loan for which we were obligated to pay in connection with the completion of our IPO and

subsequently prepaid in full the remaining outstanding principal balance of $60.1 million. There have been

no other material changes to our contractual obligations from those described in our registration

statement on Form S-1 (File No. 333-288733), which became effective on August 7, 2025.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial

position, results of operations or cash flows is disclosed in Note 2 to our condensed consolidated financial

statements included elsewhere in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based

on our condensed consolidated financial statements, which have been prepared in accordance with

accounting principles generally accepted in the United States of America. The preparation of these

condensed consolidated financial statements requires us to make estimates and assumptions that affect

the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are

based on our historical experience and various other factors that we believe are reasonable under the

circumstances, the results of which form the basis for making judgments about the carrying value of

assets and liabilities that are not readily apparent from other sources. Actual results may differ from these

estimates under different assumptions or conditions and any such differences may be material.

See Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly

Report on Form 10-Q for information about our significant accounting policies and estimates used in the

preparation of our condensed consolidated financial statements. There have been no significant and

material changes in our critical accounting policies during the three and six months ended June 30, 2025,

as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” for the year ended December 31, 2024 included in our registration statement on

Form S-1 (File No. 333-288733), which became effective on August 7, 2025.

Off-balance Sheet Arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet

arrangements as defined in the rules and regulations of the SEC.

Emerging Growth Company Status

We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the

“JOBS Act”), which permits us to take advantage of an extended transition period to comply with new or

revised accounting standards applicable to public companies. We have elected to use this extended

transition period until we are no longer an emerging growth company or until we affirmatively and

irrevocably opt out of the extended transition period. As a result, our condensed consolidated financial

statements may not be comparable to companies that comply with new or revised accounting

pronouncements applicable to public companies. The JOBS Act also exempts us from having to provide

Table of Contents

an attestation and report from our independent registered public accounting firm on the assessment of our

internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year

following the fifth anniversary of the completion of our IPO; (ii) the last day of the fiscal year in which we

have total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which we

are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which

would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of

the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued

more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily include risk

related to interest rate sensitivities, credit risk, foreign currency exchange rate sensitivity and inflation risk.

Interest rate risk

As of June 30, 2025, we had cash and cash equivalents of $80.2 million. Our cash and cash equivalents

are held for working capital purposes. We do not enter into investments for trading or speculative

purposes. Due to the short-term nature of our cash equivalents, we have not been exposed to, nor do we

anticipate being exposed to, material risks due to changes in interest rates.

Our exposures to market risk for changes in interest rates related primarily to our 2024 Term Loan

(described above) which bore floating interest rates and a rising interest rate environment would increase

the amount of interest paid on these loans. Each 100 basis point increase in these initial rates would

increase annual interest expense by approximately $1.2 million assuming the 2024 Term Loan remained

outstanding for the annual period. On August 22, 2025, we prepaid in full all outstanding amounts under

the 2024 Term Loan and terminated the 2024 Credit Agreement.

Credit risk

Our cash and cash equivalents, which at times may exceed federally insured limits, is maintained with

large financial institutions. As of the issuance date of the financial statements included in this report, we

have not experienced any losses on our deposits and all of our cash deposits have been accessible to us.

Our accounts receivable primarily relate to revenue from the sale of our products to medical providers. No

customer represented 10% or more of our accounts receivable as of June 30, 2025 and December 31,

2024.

Foreign currency exchange risk

The vast majority of our cash generated from revenue is denominated in U.S. dollars, with a small amount

denominated in other foreign currencies. Our expenses are generally denominated in the currencies of

the jurisdictions in which we conduct our operations, which are primarily in the United States, United

Kingdom and Japan. Our results of operations and cash flows are, therefore, subject to fluctuations due to

changes in foreign currency exchange rates. The effect of a hypothetical 10% change in foreign currency

exchange rates applicable to our business would not have had a material impact on our condensed

consolidated financial statements during any of the periods presented. As the impact of foreign currency

exchange rates has not been material to our historical operating results, we have not entered into

derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency

becomes more significant.

Effects of inflation

Inflation generally affects us by increasing our cost of labor and overhead costs. We do not believe that

inflation has had a material impact on our business, results of operations, or financial condition, or on our

condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer,

have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules

13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the

period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive

Officer and our Chief Financial Officer have concluded that, as of June 30, 2025, our disclosure controls

and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

Due to a transition period established by SEC rules applicable to newly public companies, our

management is not required to evaluate the effectiveness of our internal control over financial reporting

until the filing of our Annual Report on Form 10-K for the year ended December 31, 2026. As a result, this

Quarterly Report on Form 10-Q does not address whether there have been any changes in our internal

control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, our management recognizes that any

controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives. In addition, the design of disclosure controls and

procedures must reflect the fact that there are resource constraints and that our management is required

to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Table of Contents

Part II. Other Information

Item 1. Legal Proceedings

We have become, and we may become in the future, involved in various legal proceedings arising from

the normal course of business activities. We are not presently a party to any litigation for which the

outcome, based on our reasonable belief, if determined adversely to us, would individually or taken

together, materially and adversely affect our business, financial condition, or results of operations.

However, we may from time to time be involved in various claims and legal proceedings of a nature we

believe are normal and incidental to a business such as ours. These matters may include employment,

contract, intellectual property, product liability and other general claims. Regardless of outcome, litigation

can have an adverse impact on us because of defense and settlement costs, diversion of management

resources and other factors.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks

described below, as well as the other information in this Quarterly Report on Form 10-Q, including our

condensed consolidated financial statements and the related notes and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations.” The risks described below are not the only

ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe

are not material may also impair our business, financial condition, results of operations and prospects.

Please also see the sections titled “Special Note Regarding Forward-looking Statements.”

Risk Factors Summary

The following risks and uncertainties included in this subsection are among the most significant we face

and are qualified in their entirety by reference to all of the risk factors as further described in this Item 1A.

•We have incurred significant net losses since our inception, we expect to incur additional substantial

losses in the foreseeable future and we may not be able to achieve or sustain profitability.

•Our revenue is currently generated almost entirely from the sales of only one product, Heartflow

FFRCT Analysis, and we are therefore highly dependent on the success of this product, which makes

it difficult to evaluate our current business, predict our future prospects and forecast our financial

performance and any growth.

•If healthcare providers are unwilling to change their standard practice regarding the evaluation of

CAD, our business, financial condition, results of operations and prospects will be adversely affected.

•If third-party payors, including government payors, do not cover and provide adequate reimbursement

for the Heartflow Platform, or if existing payment amounts are reduced or coding policies change,

adoption of the Heartflow Platform by healthcare providers may be negatively impacted, and our

business, financial condition, results of operations and prospects will be adversely affected.

•We face risks associated with a concentrated customer base.

•We face significant competition in an environment of rapid technological change, and there is a

possibility that our competitors may develop products that are more effective, accurate, reliable, cost-

effective or more advanced than ours, which may harm our financial condition. If we are unable to

compete successfully or our potential market share is reduced, we may be unable to increase or

sustain our revenue or achieve profitability.

•The commercialization of Heartflow Plaque Analysis is nascent, and we may not be able to achieve or

maintain sufficient market acceptance or the levels of utilization we expect from Heartflow Plaque

Analysis or any other future product.

Table of Contents

•We face risks associated with our use and development of AI models, which may result in operational

challenges, legal liability, reputational concerns and competitive risks.

•If we fail to properly manage our future growth, our business could suffer.

•Our business could be disrupted by catastrophic events.

•We depend on our information technology systems, and any failure of these systems could harm our

business and adversely affect our business and operating results.

•Our networks and those of our third-party service providers may become the target of bad actors or

security breaches that we cannot anticipate or successfully defend, which could have an adverse

impact on our business.

•We face extensive regulatory requirements to bring our products to market, and our failure to receive

and maintain regulatory clearances or approvals of our current and future products in the United

States or abroad or to comply with medical device regulatory requirements could adversely affect our

business.

•If we are unable to obtain and maintain sufficient intellectual property rights, or the scope of our rights

is not sufficiently broad, third parties could develop and commercialize technology and products

similar or identical to ours, and our ability to successfully commercialize our technology and products

may be adversely affected.

Risks Related to our Business and Industry

We have incurred significant net losses since our inception, we expect to incur additional

substantial losses in the foreseeable future and we may not be able to achieve or sustain

profitability.

We have incurred significant net losses since our inception in 2007, and we expect to incur additional

substantial losses in the foreseeable future. For the three and six months ended June 30, 2025, we

incurred net losses of $9.2 million and $41.5 million, respectively. As of June 30, 2025, we had an

accumulated deficit of approximately $1.0 billion. Since inception, we have spent significant amounts of

cash to develop the Heartflow Platform, to fund research and development, including our preclinical

research and development activities and clinical trials related to our products, to scale our commercial

operations and to recruit and retain key talent.

The net losses we incur may fluctuate significantly from quarter to quarter and year to year, such that a

period-to-period comparison of our results of operations may not be a good indication of our future

performance. We expect to continue to incur significant research and development, sales and marketing,

regulatory and other expenses as we expand our marketing efforts to increase adoption of our products,

expand existing relationships with our customers, obtain regulatory clearances or approvals for our

planned or future products, conduct clinical trials to extend applicability of our platform into new

indications or to develop new products or add new features to our existing products. The investments in

our business may be more costly than we expect, and if we do not achieve the benefits anticipated from

these investments, or if the realization of these benefits is delayed, they may not result in increased

revenue or growth in our business. In addition to the anticipated costs of growing our business, we expect

our general and administrative expenses to increase due to the additional costs of being a public

company. If our revenue growth does not increase to more than offset the anticipated increases in our

operating expenses, we may not be able to achieve or sustain profitability and our business, financial

condition, results of operations and prospects will be harmed.

In addition, our revenue may decline or our revenue growth, if any, may be constrained. Our ability to

increase sales is uncertain, and we may never be able to achieve or sustain profitability for many

reasons, including that: our Heartflow FFRCT Analysis may not achieve widespread adoption among

healthcare providers and we may be unable to increase revenue generated from sales of our Heartflow

Table of Contents

FFRCT Analysis; our Heartflow Plaque Analysis may not achieve widespread adoption among healthcare

providers and we may be unable to generate sufficient revenue from sales of our Heartflow Plaque

Analysis; payors, such as insurance companies and government insurance programs, may decide not to

reimburse for our products, may set the amount of such reimbursement too low or may reduce the

amount of such reimbursement; healthcare industry trends, including growth in CCTA usage, may move in

directions that do not allow for adoption of our products or that do not provide adequate incentives for the

adoption of our products; competitors may develop or acquire a product that successfully competes with

ours; manufacturers of CT scanners may partner with our competitors or develop or acquire a competing

product and integrate one or more products that successfully competes with ours; we may not be able to

obtain regulatory approval for future versions of our products (including improved versions of our AI

algorithms), new indications for use of our products or other future products; and there may be changes in

existing or anticipated clinical guidelines, including the current American College of Cardiology (“ACC”)

and American Heart Association (“AHA”) Class 1, Level A guidelines for CCTA and Class 2a, Level B

guidelines for Heartflow FFRCT Analysis for certain patients with stable or acute chest pain and no known

CAD, or the timing of adoption of positive clinical guidelines that support the use of the Heartflow FFRCT

Analysis.

Because of these and the other risks and uncertainties described in this Quarterly Report on Form 10-Q,

we are unable to predict the extent to which we will be able to increase sales, if at all, or the timing for

when or the extent to which we will become profitable, if ever. We will need to generate significant

additional revenue to achieve and sustain profitability, and even if we do achieve profitability, we may not

be able to sustain or increase profitability. Our failure to become and remain profitable would depress the

value of our company and our stock price and could impair our ability to raise capital, fund our research

and development efforts, expand our business, diversify our product offerings or continue our operations.

A decline in the value of our company could cause you to lose all or part of your investment.

Our revenue is currently generated almost entirely from the sales of only one product, Heartflow

FFRCT Analysis, and we are therefore highly dependent on the success of this product, which

makes it difficult to evaluate our current business, predict our future prospects and forecast our

financial performance and any growth.

As of June 30, 2025, our Heartflow

FFR

CT Analysis represented 98% of our total revenue. In the second

half of 2023, we began limited market education efforts of our second product, Heartflow Plaque Analysis.

Over the next several years, we expect to continue to devote a substantial amount of resources to

increase sales of our Heartflow FFRCT Analysis and also expand our commercialization efforts and drive

increased adoption of our Heartflow Plaque Analysis. However, we may not succeed in increasing sales

of our Heartflow FFRCT Analysis or in increasing adoption of our Heartflow Plaque Analysis. We expect to

continue to derive almost all of our revenue from sales of Heartflow FFRCT Analysis for the foreseeable

future, so we are highly dependent on its success.

In addition, because we plan to devote substantial resources to increase sales of Heartflow FFRCT

Analysis and rely on it as our main source of revenue, any factors that negatively impact these efforts, our

Heartflow Plaque Analysis commercialization efforts or our ability to diversify our products would have a

material adverse effect on our business, financial condition, results of operations and prospects.

Therefore, it is difficult to predict our future prospects and forecast our financial performance and any

growth, and any such forecasts are inherently limited and subject to a number of uncertainties. If our

assumptions regarding the risks and uncertainties we face, which we use to plan our business, are

incorrect or change due to circumstances in our business or our markets, or if we do not address these

risks successfully, our operating and financial results could differ materially from our expectations and our

business, financial condition, results of operations and prospects could suffer.

Table of Contents

If healthcare providers are unwilling to change their standard practice regarding the evaluation of

CAD, our business, financial condition, results of operations and prospects will be adversely

affected.

Our success depends on physicians, hospitals and other healthcare providers adopting and using the

Heartflow Platform to aid in the evaluation of CAD. While we have had some recent success in achieving

broader adoption of the Heartflow Platform, we have in the past faced, and may in the future face,

challenges in achieving higher rates of adoption. Many healthcare providers have extensive experience

with existing non-invasive tests for CAD and have established relationships with the companies that

provide these tests or in some instances own or manage the equipment for these tests in their offices.

Existing tests are performed in a high enough volume that healthcare providers generate sufficient

revenue from their use and are well versed in their use, reimbursement and outcomes. The outcomes and

workflow efficiencies that we believe our Heartflow Platform provides may not be valued by healthcare

providers as highly as we expect or at all. In addition, healthcare providers have been, and may continue

to be, slower to adopt or recommend our products because we have a more limited commercial track

record and healthcare providers may feel they can generate more revenue from existing tests. Healthcare

providers also may not find our clinical data compelling and may not recommend or use our products until

they receive additional recommendations from other healthcare providers that our products have a clinical

benefit, or at all.

In addition, the Heartflow Platform relies on healthcare providers following the ACC and AHA guidelines

by referring certain patients with stable or acute chest pain and no known CAD to undergo a CCTA, with

the CCTA images to be analyzed by our Heartflow FFRCT Analysis. Although the ACC and AHA guidelines

support CCTA plus our Heartflow FFRCT Analysis as the preferred pathway for diagnosing and managing

CAD in certain patients with stable or acute chest pain and no known CAD, these guidelines may not be

widely adopted by healthcare providers. Moreover, healthcare providers may choose not to adopt the

Heartflow Platform if they are not able to obtain an adequate CCTA. Further, if future studies and trials or

other events, including reimbursement rates of CCTA, adversely impact the rate of use of CCTAs in

practice, then healthcare providers may be less willing to adopt a technology that uses CCTAs.

Also, the Heartflow Platform may be more difficult than we expect to integrate into standard practice

because a provider may be resistant to introduce our embedded information technology and workflow

infrastructure. Due to different laws, policies and preferences of healthcare providers regarding patient

privacy both in the United States and abroad, they may be averse to sending data externally (outside of

their facility) or abroad. Furthermore, if healthcare providers using the Heartflow Platform experience what

they perceive to be false negative result or imprecise readings, including due to user error, they may

determine not to continue using our platform going forward.

We expect that addressing these and similar issues will require a significant amount of our time and

resources, and if we are unsuccessful, we would be unable to achieve broader adoption of the Heartflow

Platform by healthcare providers. If our products do not gain broader acceptance by healthcare providers,

our business, financial condition, results of operations and prospects will be adversely affected.

If third-party payors, including government payors, do not cover and provide adequate

reimbursement for the Heartflow Platform, or if existing payment amounts are reduced or coding

policies change, adoption of the Heartflow Platform by healthcare providers may be negatively

impacted, and our business, financial condition, results of operations and prospects will be

adversely affected.

Our ability to grow sales and revenue from our Heartflow FFRCT Analysis and to successfully

commercialize our Heartflow Plaque Analysis depend, in large part, on whether third-party payors,

including private health insurers, managed care plans and government healthcare programs, such as

Medicare and Medicaid, cover and adequately reimburse for the use of the Heartflow Platform and the

underlying CCTA. Patients generally rely on payors to reimburse all or a significant part of the costs

associated with their treatment. As a result, appropriate coding, coverage determinations, and

reimbursement levels are critical to the commercial success of the Heartflow Platform. Reimbursement is

Table of Contents

obtained from a variety of sources, including government sponsored and private health insurance plans,

and varies by country and by region within some countries. These payors determine whether to provide

coverage and payment for specific products and procedures.

In addition, payors continually review new technologies and can, without notice, change coverage

parameters, deny coverage, bundle services, or reduce payment amounts. As a result, the coverage

determination process is often time consuming and costly, with no assurance that coverage and adequate

reimbursement will be obtained or maintained if obtained. If payors change their reimbursement policies,

or if the current Category I CPT codes related to our Heartflow FFRCT Analysis or future Category I CPT

codes related to our Heartflow Plaque Analysis are not favorably categorized or priced, reimbursement for

the Heartflow Platform could be reduced to an amount that would make adoption of our Heartflow

Platform challenging.

Moreover, physicians, hospitals and other healthcare providers may decline to adopt or reduce usage of

the Heartflow Platform due to the economic impact a negative change in reimbursement may have on

their business and, as a result, we may experience a significant loss of revenue, which would have a

material adverse effect on our business, financial condition, results of operations and prospects.

Reimbursement for our Heartflow Platform, which includes the separately billable services, Heartflow

FFRCT Analysis and Heartflow Plaque Analysis, is subject to periodic changes to reimbursement levels by

government payors and private health insurers. For example, the Centers for Medicare and Medicaid

Services (“CMS”) adopts changes to reimbursement policies during the annual Medicare rulemaking

process, which includes updates to Medicare payment levels to hospitals under the Medicare Hospital

Outpatient Prospective Payment System (“OPPS”) rule, and updates to Medicare payment rates to

physician offices, independent diagnostic testing facilities, and freestanding imaging centers under the

Medicare Physician Fee Schedule (“MPFS”) rule. In addition to risks associated with government

reimbursement, our Heartflow FFRCT Analysis and Heartflow Plaque Analysis technologies face

reimbursement uncertainty from commercial payors, such as UnitedHealthcare, Aetna, Cigna, Anthem,

and regional Blue Cross Blue Shield plans. Such commercial payors routinely reassess their medical

policies, coverage criteria and payment policies and rates, and may choose to deny coverage or payment,

impose restrictive utilization management protocols (such as prior authorization), or reduce or bundle

payment amounts based on internal cost-effectiveness assessments or evolving clinical guidelines. Even

if Medicare maintains favorable reimbursement, commercial payors may independently determine

whether Heartflow FFRCT Analysis or Heartflow Plaque Analysis meets their plans’ medical necessity

standards, which may vary among commercial payors.

As part of their participation in the Medicare program and in support of the annual rulemaking process,

hospitals submit Medicare cost reports and report their charges for specific services provided in the

hospital setting. These cost and charge data reported from hospitals can impact reimbursement rates

because CMS uses that data to determine future Medicare reimbursement levels on an annual basis. In

the aggregate, when costs associated with a specific service reported by the hospitals decrease, there is

a risk that CMS will reduce the reimbursement rate proportionately. These lower reported costs can be a

result of coding errors or erroneous denials of claims, the inclusion of lower-cost services within the APC,

reductions in costs for services within the APC, or other similar issues. For example, in July 2025, CMS

issued the proposed 2026 OPPS rule, which, if finalized as proposed, could result in a reduction of up to

15% in the Medicare reimbursement rate for the clinical APC that includes our Heartflow FFRCT Analysis,

along with other hospital services. CMS publishes final OPPS and MPFS rules in the fourth quarter each

year. We cannot be sure at this time whether the proposed hospital reimbursement rate for Heartflow

FFRCT Analysis for 2026 will be finalized, modified, or if CMS will increase the rate back to 2025 levels.

There is a risk that similar or other coding or claims issues may occur and lead CMS to lower the

reimbursement rate for the Heartflow Platform for 2027 or in future years. In addition, we may not become

aware of any such issues early enough to prevent any adverse impacts to the reimbursement for our

products, and our ability to remedy any such issues may be limited by applicable laws, regulations or

policies.

Table of Contents

Given the evolving nature of the healthcare industry and ongoing healthcare cost reforms, we are and will

continue to be subject to effects of changes in the level of reimbursement for our products. We cannot be

sure that third-party payors will maintain the current level of coverage and payment to our customers for

use of our existing products. A reduction in coverage or payment or change in policy by the Medicare

program could cause some commercial third-party payors to implement similar reductions in their

coverage or payment amounts for the Heartflow Platform. Unfavorable coverage or payment

determinations at the national or local level could adversely affect our business, financial condition,

results of operations and prospects.

We face risks associated with a concentrated customer base.

Our Heartflow Platform had an installed base of more than 1,100 accounts in the United States as of

December 31, 2024. We define an “account” as any individual facility that orders a Heartflow FFRCT

Analysis, Heartflow Plaque Analysis, or both. We define an account as “new” if a unique facility begins

generating revenue cases for our FFRCT Analysis, Plaque Analysis, or both. Accounts may have more

than one reading physician or CT machine. Conversely, a “customer” can be either an individual account

or a health or hospital system with multiple accounts. While a single customer may include multiple

accounts, no single customer accounted for 10% or more of our revenue during the three and six months

ended June 30, 2025 and 2024. However, the decision-making function for some of these accounts is

concentrated in a relatively small number of customers, such that the loss of one customer could result in

a disproportionate loss across our accounts. For example, for the year ended December 31, 2024, our top

two largest customers, both large health systems with multiple accounts, collectively represented

approximately 8% of our revenue.

We cannot guarantee that we will continue to generate revenue from these customers, whether due to an

increase in competition, new technologies, our customers’ ability to terminate their contracts with us or

reduce order volumes, or other factors outside of our control. If we do not increase the number of our

customers and drive increased use of the Heartflow Platform as the preferred non-invasive testing

method for assessing CAD, we will continue to face risks associated with a more concentrated customer

base.

Revenue from these customers may fluctuate from time to time due to demand for the Heartflow Platform,

the timing of which may be affected by seasonality or other factors outside of our control such as CT

scanner capacity, contrast availability and staffing availability. These customers could also potentially

pressure us to reduce the prices we charge for the Heartflow Platform, which could have a material

adverse effect on our margins and business. For example, during the year ended December 31, 2024,

our average sales price was impacted by customer pricing contracts that included utilization and volume

rebates and by changes in the mix of customer accounts, which is a trend we expect to continue in the

near term, and it is possible that similar trends in customer pricing contracts may continue to have a

negative impact on our average sales price in the future. In addition, if any of our largest customers

terminates its relationship with us or otherwise reduces its FFRCT Analysis volumes for any reason, we

may be unable to replace them with a customer who refers a similar number of patients for the Heartflow

Platform, and such termination or reduction in volume could have a material adverse effect on our

business, financial condition, results of operations and prospects.

We face significant competition in an environment of rapid technological change, and there is a

possibility that our competitors may develop products that are more effective, accurate, reliable,

cost-effective or more advanced than ours, which may harm our financial condition. If we are

unable to compete successfully or our potential market share is reduced, we may be unable to

increase or sustain our revenue or achieve profitability.

The medical technology industry is highly competitive, subject to rapid change and significantly affected

by the introduction of new products and technologies and other activities of industry participants. Because

of the size of the market opportunity for the treatment of CAD, we believe current and potential future

competitors will dedicate significant resources to aggressively promote their products or develop new

products or treatments. Our principal competition comes from companies that provide traditional non-

Table of Contents

invasive tests that aid physicians in the evaluation of CAD, such as SPECT, stress echocardiography and

PET. Established, traditional non-invasive tests for CAD have been used for many years and are therefore

difficult to change or supplement. Many of the companies that sell these traditional non-invasive tests or

the equipment they require have established relationships with healthcare providers. One of the major

hurdles to adoption of our products is overcoming established testing patterns, which requires education

of physicians and supportive clinical data.

The companies that sell the traditional non-invasive tests for CAD include companies that offer: (i) cardiac

specific tests to primary care and cardiology offices, such as manufacturers of capital equipment for

stress echocardiography and SPECT, including GE Healthcare, Siemens Healthineers AG and Koninklijke

Philips N.V.; and (ii) products used for the invasive FFR testing market.

With the greater resources of some of these competitors and their more diversified product offerings, it is

possible that they or other entrants into the market may develop competing products or technologies that

could be more effective, accurate, reliable, cost-effective, more advanced or otherwise improved relative

to the Heartflow Platform, which could render our products obsolete or less competitive. In addition, one

or more competitors could develop and market an on-premise solution, which may be more appealing

than our cloud-based offering. Moreover, new treatments, such as GLP-1s, may indirectly reduce stenosis

or plaque build-up, which could reduce the market opportunity for non-invasive CAD tests and, as a

result, our Heartflow Platform. In addition, we currently target our Heartflow Platform for use only on

symptomatic patients and expanding the Heartflow Platform for asymptomatic patients may take years,

with potential delays due to the high-risk nature of the effort. Our competitors who offer traditional non-

invasive tests offer those tests to both symptomatic and asymptomatic patients, and this increased market

penetration could create additional price pressure for our products.

In addition, the field of cardiovascular genomics is subject to rapidly changing technology, and others may

invent and commercialize technology platforms such as next generation sequencing approaches that

could compete with our products or could make our products or any product we may sell in the future

obsolete. We also face competition and price pressure from companies that have developed or are

developing AI-based platforms that leverage CCTA to diagnose CAD, including earlier-stage companies

such as Cleerly, Inc., Elucid Bioimaging Inc. and Keya Medical Technology Co., Ltd. We may also face

competition from companies developing AI-based platforms, even if they are not currently in the CAD

market and recent and future advances in AI may allow other companies to quickly create competing

products, and they may be able to create such products less expensively and benefit from FDA and

reimbursement approvals we and others have obtained. For us to remain competitive, we must

continuously work on our products’ design and features, improve our algorithms, and invest in and

develop new technologies, including in the rapidly evolving area of AI. If we are unable to introduce

products, features and improvements aimed at increasing the value proposition of the Heartflow Platform

for our customers, or if the products, features and improvements we introduce are viewed less favorably

than our competitors’ products, we may be unable to compete successfully. If we are unable to compete

successfully against our current or future competitors, we may be unable to increase market acceptance

for our products, which could prevent us from increasing or sustaining our revenue or achieving

profitability and could cause the market price of our common stock to decline.

In addition, the Heartflow Platform relies on a CCTA first being performed, as the Heartflow Platform

requires a CT image from a CT scanner to perform its analysis. A number of companies manufacture CT

scanners, including, among others, GE Healthcare, Hitachi, Ltd., Koninklijke Philips N.V., Samsung

Electronics Co., Ltd., Siemens Healthineers AG and Canon Medical Systems Corporation. These

companies are more diversified than we are and have substantial financial, manufacturing, sales and

marketing distribution and other resources. Any of these companies or others could determine to develop,

partner with or acquire and offer a product that competes with ours or manufacture CT scanners that are

no longer compatible with our Heartflow Platform. Further, these larger companies have market

penetration in the CT scanner market and understand the market for CAD and, if they are able to develop,

partner with or acquire a competing product, they may offer it as a bundle with the purchase of a CT

scanner, which could prevent us from increasing or sustaining our revenue or achieving profitability. In the

Table of Contents

past, three of these companies, Siemens Healthineers AG, Koninklijke Philips N.V. and Canon Medical

Systems Corporation, considered development of a local workstation-based technology prototype aimed

at deriving CT-based blood flow data without an invasive procedure. If these companies decide to further

pursue this technology and obtain regulatory approval or clinical validation, it may become competitive

with our products. In addition, we are reliant on these third-party CCTAs and CT scanners continuing to

support standard output file formats that our Heartflow Platform supports. If a CT manufacturer were to

change to a proprietary format or develop a novel method of performing CT scans, we would need to

further develop our existing technology to accommodate the images its scanners output, which could

materially affect the ability of physicians to use the Heartflow Platform, increase our R&D expenses, and

could adversely affect our business, financial condition, results of operations and prospects.

The size and expected growth of our addressable market may be smaller than we estimate.

Our estimate of the addressable market for our current products and any future products is subject to

significant uncertainty and is based on assumptions and estimates, including our internal analysis and

industry experience. While we believe our assumptions and the data underlying our estimates are

reasonable, these assumptions and estimates may not be correct. As a result, our estimates of the

addressable market for our current or future products may prove to be incorrect. Moreover, our ability to

serve a significant portion of this estimated market is subject to many factors, including our success in

promoting the use of CCTA as a non-invasive diagnostic test that can be combined with the Heartflow

Platform, which is subject to many risks and uncertainties, and relies on the availability and proximity of

healthcare facilities with active CCTA programs to the patients in our estimated market. Accordingly, if we

are unable to increase the use of CCTA at the rates we estimate, if the actual number of patients who

would benefit from our products is less than we estimate, or if the price at which we can sell future

products or the reimbursement rate received by healthcare providers is less than we estimate, the size

and expected growth of our addressable market would be smaller than our estimates, which could have a

material adverse effect on our business, financial condition, results of operations and prospects.

We may not be successful in updating or otherwise enhancing the Heartflow Platform.

A part of our strategy is bringing new enhancements to our customers through updates to the Heartflow

Platform, which may include offering new products, additional features, applications and improvements to

our technology. We expect to make significant investments to advance these efforts, and enhancing the

Heartflow Platform is a complex and time-consuming endeavor. New products, additional features,

applications and improvements to our technology that initially show promise may fail to achieve the

desired results or may not achieve acceptable levels of analytical accuracy, utility or user friendliness.

Product development and improvement is expensive, may take months or years to complete and can

have uncertain outcomes. Failure can occur at any stage of the development or improvement process

and may occur only after substantial work has been completed, or after completion.

Even if, after development, an updated product appears successful, we may, depending on the nature of

the update, need to obtain regulatory clearances, authorizations or approvals before we can market the

updated product. Such regulatory clearances, authorizations or approvals are likely to require significant

time and expenditures and the applicable regulatory authority may not clear, authorize or approve any

product, update or new product we develop. Obtaining such clearances, authorizations or approvals may

require data from clinical trials, which can be costly and time-consuming to obtain. In certain jurisdictions

or in certain cases, clinical data may also be required in order to obtain reimbursement coverage, and this

clinical data may be in addition to data required to obtain regulatory clearances, authorizations or

approvals. Some clinical studies may fail to meet their endpoints, introducing risk or delay in the ability to

commercialize a new feature or product. In light of these requirements, we may choose to limit the scope

of any new products, additional features, applications and improvements we seek to develop.

Even if we develop a product update or new product that receives regulatory clearance, authorization or

approval, and for which we obtain sufficient commercial third party and government reimbursement

coverage, we would need to commit substantial resources to commercialize and market the updated

product, new product or new application of our existing product, which may never achieve market

Table of Contents

acceptance among various stakeholders or be commercially successful. Further, the applicable

regulations or the application of those regulations could change in ways that would impact the Heartflow

Platform and our ability to successfully manufacture or market our products. The expenses or losses

associated with unsuccessful updates to or expansion of the Heartflow Platform could adversely affect our

business, financial condition, results of operations and prospects.

The commercialization of Heartflow Plaque Analysis is nascent, and we may not be able to

achieve or maintain sufficient market acceptance or the levels of utilization we expect from

Heartflow Plaque Analysis or any other future product.

We began limited market education efforts for our Heartflow Plaque Analysis in the second half of 2023,

and we have generated very minimal revenue from this product. Heartflow Plaque Analysis has taken

time and significant resources to develop, and we may not be able to achieve customer acceptance or

broad commercial reimbursement coverage, which could limit its adoption.

The market for alternative plaque analysis products is competitive in terms of development, availability,

pricing, product quality and time-to-market. We face competition from companies that provide or are

developing similar plaque analysis products, which may distinguish themselves from us through, among

other things, perceived product quality, style and visuals, sleek design, enhanced user-friendliness and

innovative features. In addition, some of these competitors are agile, early-stage companies that may be

able to respond more quickly and effectively than we can to new or changing opportunities, technologies,

standards or customer requirements in the plaque analysis category. Some of these competitors

commercially launched competing plaque analysis products prior to our launch of Heartflow Plaque

Analysis and may have a first-mover advantage as a result. For more information on risks related to our

competition, see the risk factor titled “We face significant competition in an environment of rapid

technological change, and there is a possibility that our competitors may develop products that are more

effective, accurate, reliable, cost-effective or more advanced than ours, which may harm our financial

condition. If we are unable to compete successfully or our potential market share is reduced, we may be

unable to increase or sustain our revenue or achieve profitability.”

Our competitors may also be able to offer plaque analysis products similar or superior to ours at a more

attractive price than we can or may be better positioned to serve certain segments of our market, which

could create additional price pressure. For example, our competitors have in the past, and may in the

future, offer plaque analysis and other products at a more attractive price than we can such that current or

potential customers may select our competitors’ products in lieu of purchasing and using our Heartflow

Plaque Analysis. Moreover, our competitors have in the past, and may in the future, suggest that their

plaque analysis and other products could replace both our Heartflow Plaque Analysis and our Heartflow

FFRCT Analysis, which would adversely affect our ability to achieve sufficient market acceptance for our

Heartflow Plaque Analysis, could affect sales of our Heartflow FFRCT Analysis and could cause our

Heartflow FFRCT Analysis to lose market share. While we believe Heartflow Plaque Analysis represents a

significant long-term opportunity for us, there can be no assurances that we will successfully compete in

such market and our business, financial condition, results of operations and prospects could be materially

and adversely affected.

We face risks associated with our use and development of AI models, which may result in

operational challenges, legal liability, reputational concerns and competitive risks.

We use and develop AI and automated analysis and decision-making technologies, including proprietary

AI algorithms and models and computational fluid dynamics (collectively, “AI Technologies”) to power the

Heartflow Platform. In addition, we use AI Technologies to drive improvements in the performance of the

Heartflow Platform. We expect that significant increased investment will be required in the future to

improve our use and development of AI Technologies.

As with many technological innovations, there are significant risks involved in developing, maintaining and

deploying these technologies. In particular, if the AI Technologies underlying our Heartflow Platform are

incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate or otherwise

Table of Contents

poor quality data; used without sufficient oversight and quality control; misused or used outside of scope

of applicable regulatory authorizations; and/or adversely impacted by unforeseen bugs, defects, technical

challenges, cybersecurity threats or material performance issues, the performance of our Heartflow

Platform and business, as well as our reputation and the reputations of our customers, could suffer or we

could incur liability resulting from the violation of laws or contracts to which we are a party, regulatory

enforcement actions or civil claims. This could result in fines, penalties and damage awards and

disgorgement of any output, development or technology developed as a result of such violations.

In addition, we leverage a human-in-the-loop AI system that combines advanced algorithms with an

analyst-based quality inspection and monitoring process to create patient-specific reports based on CCTA

images. While we constantly work to improve our Heartflow Platform and algorithms, the AI Technologies

we work with are novel and complex, and we cannot assure you that our AI Technologies will be able to

perform as intended under all circumstances, or that our analyst-based review process will identify and

correct any errors in the outputs of our AI Technologies.

The regulatory framework for AI Technologies is rapidly evolving as many federal, state and foreign

government bodies and agencies have introduced or are currently considering additional laws, regulations

and guidance. For example, the FDA has issued guidance documents relating to the incorporation of AI

Technologies into medical devices and marketing submissions for AI-enabled devices. Specifically, draft

guidance issued on January 7, 2025, titled Artificial Intelligence-Enabled Device Software Functions:

Lifecycle Management and Marketing Submission Recommendations, proposes recommendations for the

design, development and implementation of AI-enabled devices that the FDA encourages manufacturers

consider using throughout the total product lifecycle. In addition, the California Privacy Protection Agency

has approved for rulemaking regulations under the CCPA regarding the use of automated decision-

making that may require risks and to provide notice and rights to opt-out and access to information

underlying the logic and outputs. Colorado passed the Colorado AI Act, which will go into effect in

February 2026. This law creates duties for developers and deployers to use reasonable care to protect

consumers from any known or reasonably foreseeable risks of “algorithmic discrimination” arising from

the intended and contracted uses of “high-risk AI systems,” including those that impact healthcare

services. Such additional laws, regulations and guidance may impact our ability to develop, use and

commercialize AI Technologies in the future.

It is possible that further new laws and regulations will be adopted in the United States and in other non-

U.S. jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be

interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to

change the way we use AI Technologies in a manner that negatively affects the performance of our

Heartflow Platform and the way in which we use AI Technologies. We may need to expend resources to

adjust our Heartflow Platform in certain jurisdictions if the laws, regulations or decisions are not consistent

across jurisdictions. Further, the cost to comply with such laws, regulations or decisions and/or guidance

interpreting existing laws, could be significant and would increase our operating expenses (such as by

imposing additional reporting obligations regarding our use of AI Technologies). Such an increase in

operating expenses, as well as any actual or perceived failure to comply with such laws and regulations,

could materially and adversely affect our business, financial condition, results of operations and

prospects.

Our Heartflow Platform and the data and models it generates could have bugs, defects or errors,

including human quality control errors, or otherwise fail to meet the expectations of patients,

physicians and third-party payors, which could adversely affect our reputation, business and

operating results.

We cannot provide assurance that the proprietary technology and algorithms used in our Heartflow

Platform do not contain undetected bugs, defects or errors or that our analyst-based review process will

identify and correct any errors in the outputs of our AI Technologies. We cannot provide assurance that

the inbound CCTA images and image quality will always allow a true representation of the patient

anatomy, and any such limitations in CCTA images could affect the results of our analyses. We have in

Table of Contents

the past, and may in the future, experience defects or errors in our Heartflow Platform or the data and

models it generates that remain undetected by our analyst-based review process, and our reputation,

business and operating results could be adversely affected.

Furthermore, the success of the Heartflow Platform depends in part on patients’, physicians’ and third-

party payors’ confidence that our platform can provide reliable, high-quality actionable data and analysis

that will improve clinical decision making. We believe that patients, physicians and third-party payors are

likely to be sensitive to product defects and errors in the use of our products, including if the defects and

errors affect a physician’s ability to use the CCTA imaging results or result in a misdiagnosis. In the past,

we have experienced software code defects and software release process defects that have resulted in

intermittent interruptions to the physician’s ability to use our Heartflow Platform, and we may experience

such defects in the future. A subset of these defects were reported as part of the FDA’s Manufacturer and

User Facility Device Experience (“MAUDE”) disclosure. For more information, see the risk factor titled

“The Heartflow Platform may be subject to recalls, which could be costly and could harm our reputation

and business.” As a result, the failure of our Heartflow Platform to perform as expected, including to

reduce unnecessary invasive testing or fail to enable physicians to optimize treatment planning or provide

more efficient care, could significantly impact a physician’s willingness to use and rely on the Heartflow

Platform, which would impair our operating results and our reputation. In addition, we may be subject to

legal claims arising from any such failures.

Bugs, defects or errors in the Heartflow Platform or the failure of third-party service providers we rely on,

such as Amazon Web Services (“AWS”) or other cloud storage and telecommunications services

providers, to block a virus or prevent a security breach could harm our reputation and adversely impact

our results of operations. Defects may cause our products to be vulnerable to security attacks, cause

them to fail to produce accurate results or temporarily interrupt our commercial operations. Because the

techniques used by computer hackers to access or sabotage networks change frequently and generally

are not recognized until launched against a target, we or our third-party services providers may be unable

to anticipate these techniques and provide a corrective measure in time to protect the Heartflow Platform

and our networks. Potential defects may further cause the platform to be unavailable for a period of time,

affect ability of a customer to access information, result in a slow or suboptimal user experience, impact

turnaround time of an analysis, or provide other forms of degradation to the overall service.

We depend on our talent to grow and operate our business, and if we are unable to hire, integrate,

develop, motivate and retain our personnel, including highly qualified, technical personnel, we

may not be able to grow effectively and this could adversely affect our business.

To execute our growth plan, we must attract and retain highly qualified, technical personnel. Competition

for these personnel is intense, especially for engineers with high levels of expertise in AI, cloud

architecture, 3D visualization, research scientists and senior sales executives with experience in the

cardiology industry. We may experience difficulty in hiring and retaining employees with appropriate

qualifications. Many of the companies with which we compete for experienced personnel have greater

resources than we have. We also compete with companies that are believed to have high potential growth

opportunities or that have experienced rapid recent growth.

Our future success depends in part on our ability to continue to retain our executive officers and other key

employees and to recruit and hire new employees, including engineers, research scientists, case analysts

and production team members. We do not maintain “key person” insurance for any of our executives or

other employees. The loss of the services of any of these persons could impede the achievement of our

development, research and commercialization objectives. Any of our executive officers and other

employees may terminate employment with us at any time with no advance notice. The replacement of

any of our key personnel likely would involve significant time and costs, may significantly delay or prevent

the achievement of our business objectives and may harm our business.

In addition, job candidates and existing employees often consider the value of the stock awards they

receive in connection with their employment. If the perceived value of our stock awards declines or is

perceived to be less valuable than stock awards of other competing employers, it may adversely affect

Table of Contents

our ability to recruit and retain highly skilled employees. In addition, many of our employees have become

or will soon become vested in a substantial amount of stock or number of stock options. Our employees

may be more likely to leave us if the shares they own or the shares underlying their vested options have

significantly appreciated in value relative to the original purchase prices of the shares or the exercise

prices of the options, or if the exercise prices of the options that they hold are significantly below the

market price of our common stock. If we fail to attract new personnel, or fail to retain and motivate our

current personnel, our business and prospects could be adversely affected.

If we fail to properly manage our future growth, our business could suffer.

We intend to continue to grow and may experience periods of rapid growth and expansion, which could

place a significant additional strain on our limited personnel, information technology systems and other

resources. Our future growth will impose significant added responsibilities on management, including the

need to identify, recruit, train and integrate additional employees. In order to manage our operations and

growth we will need to continue to improve our operational and management controls, administrative and

operational infrastructure, reporting and information technology systems and financial internal control

procedures. Due to our limited financial resources and the limited experience of our management team in

managing a company with such future growth expectations, we may not be able to effectively manage the

expected expansion of our operations or recruit and train additional qualified personnel. Moreover, the

expected expansion of our operations may lead to significant costs and may divert our management and

business development resources. Any inability to manage growth could delay the execution of our

business plans or disrupt our operations.

In addition, as demand for the Heartflow Platform increases, we will need to scale our capacity, expand

customer service and enhance our internal quality assurance program. We may fail to implement any

increases in scale, related improvements and quality assurance, and we may fail to find appropriate

personnel to facilitate the growth of our business. Due to our limited resources, we may not be able to

effectively manage this simultaneous execution and expansion of our operations. This may result in

weaknesses in our infrastructure, give rise to operational mistakes, legal or regulatory compliance

failures, loss of business opportunities, loss of employees and reduced productivity among remaining

employees. The expansion of our operations may lead to significant costs and may divert financial

resources from other projects, such as the development of any new products. If our management is

unable to effectively manage our expected development and expansion, our expenses may increase

more than expected, our ability to generate or increase our revenue could be reduced and we may not be

able to implement our business strategy. Our future financial performance and our ability to compete

effectively and commercialize our Heartflow Plaque Analysis or any of our future products will depend in

part on our ability to effectively manage the future growth and expansion of our company. If we are unable

to manage our growth effectively, it may be difficult for us to execute our business strategy and our

business, financial condition, results of operations and prospects may be adversely affected.

Our business could be disrupted by catastrophic events.

The occurrence of any catastrophic event, including earthquake, fire, flood, tsunami or other weather

event, power loss, telecommunications failure, software or hardware malfunctions, pandemics, political

unrest, geopolitical instability, severe or prolonged economic downturn, cyberattack (including a

ransomware attack), war or terrorist attack, could result in lengthy interruptions in our ability to serve our

customers. In addition, acts of terrorism could cause disruptions to the internet or the economy as a

whole and could disproportionately affect us given our reliance on the internet and cloud-based services.

Specifically, our corporate headquarters are located in Mountain View, California and our production-

related computers are currently located in our Mountain View office and in Austin, Texas. California is

considered to be an active earthquake zone, is prone to catastrophic fires, severe weather events and the

follow-on effects thereof, including tsunamis, mudslides, flooding, power outages and other events that

could disrupt our business. Texas is also subject to severe weather events, power outages and other

events that could disrupt our business. Any event that prevents our access to such facilities, physically or

Table of Contents

virtually, would prevent us from operating our business and have an adverse effect on our business,

financial condition, results of operations and prospects.

In addition, we rely on our network and third-party infrastructure, including our cloud-based infrastructure

which we outsource to AWS, enterprise applications, internal technology systems and our website, for our

development, marketing, operational support-hosted services and sales activities. In the event of a

catastrophic event, we may be unable to continue our operations and may endure system interruptions,

delays in our ability to generate reports and output them to physicians, reputational harm, delays in our

product development, breaches of data security and loss of critical data, all of which could have an

adverse effect on our future operating results. If we are unable to develop adequate plans to ensure that

our business functions continue to operate during and after a disaster and to execute successfully on

those plans in the event of a disaster or emergency, our business would be harmed. Even with our

disaster recovery arrangements and insurance coverage, the ability of our customers to access and utilize

our Heartflow Platform could be interrupted, or we could lose critical data, which would have a negative

impact on our business.

In addition, the occurrence of a catastrophic event could impact providers of CCTAs, contrast agents for

CCTAs or suppliers of iodinated contrast media or similar supplies that are necessary to perform CCTAs.

For example, in 2022, the shutdown of an iodinated contrast media manufacturing facility led to a

significant shortage of iodinated contrast media, which resulted in the cancellation or rescheduling of non-

urgent contrast-requiring cardiac procedures and imaging. Any of these events could affect demand for

the Heartflow Platform, which could have a material adverse effect on our business, financial condition,

results of operations and prospects.

Consolidation among healthcare providers could have an adverse effect on our business,

financial condition, results of operations and prospects.

In the United States, there has been a trend of consolidation among healthcare providers and purchasers

of medical technology devices, often to gain greater market power. As healthcare providers consolidate,

they may try to use their market power to negotiate price concessions or reductions for the products and

services they purchase and use, including our Heartflow Platform. As a result, it is unknown whether such

purchasers will decide to stop purchasing our Heartflow Platform or demand discounts on our prices. If we

reduce our prices in response to these industry trends, our revenue would decrease, which could have a

material adverse effect on our business, financial condition, results of operations and prospects.

We may acquire other companies, solutions or technologies, which could divert our

management’s attention, result in additional dilution to our stockholders and otherwise disrupt

our operations and adversely affect our operating results.

We may in the future seek to acquire or invest in companies, solutions or technologies that we believe

could complement or expand our products, enhance our technical capabilities or otherwise offer growth

opportunities. The pursuit of potential acquisitions or other investment opportunities may divert the

attention of management and cause us to incur various expenses in identifying, investigating and

pursuing suitable transactions, whether or not they are consummated.

If we acquire any businesses, we may not be able to integrate the acquired personnel, operations and

technologies successfully, or effectively manage the combined business following the acquisition. We also

may not achieve the anticipated benefits from the acquired business due to a number of factors,

including: inability to integrate or benefit from acquired technologies or services in a profitable manner;

unanticipated costs or liabilities associated with the acquisition; incurrence of acquisition-related costs;

difficulty integrating the accounting systems, operations and personnel of the acquired business;

difficulties and additional expenses associated with supporting legacy products and hosting infrastructure

of the acquired business; diversion of management’s attention from other business concerns; use of

resources that are needed in other parts of our business; adverse effects to our existing business

relationships with business partners and customers as a result of the acquisition; the potential loss of key

employees; and use of substantial portions of our available cash to consummate the acquisition.

Table of Contents

In addition, a significant portion of the purchase price of any companies, solutions or technologies that we

may acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed

for impairment at least annually. If our acquisitions do not yield expected returns, we may be required to

take charges to our operating results based on this impairment assessment process, which could

adversely affect our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which

could adversely affect our operating results and cause the market price of our common stock to decline. If

an acquired company, solution or technology fails to meet our expectations and does not complement or

expand our products, enhance our technical capabilities or otherwise offer growth opportunities, our

business, financial condition, results of operations and prospects may suffer.

Sales to customers outside the United States or with international operations expose us to risks

inherent in international sales.

In the three months ended June 30, 2025 and 2024, sales to customers outside the United States

accounted for approximately 8% and 9%, respectively, and accounted for approximately 8% and 9% of

our revenue in the six months ended June 30, 2025 and 2024, respectively. One element of our growth

strategy is to further expand our international operations and worldwide customer base. Operating in

international markets requires significant resources and management attention and subjects us to

regulatory, economic and political risks that are different from those in the United States.

We have limited operating experience in international markets, and we cannot assure you that our

existing presence in the United Kingdom, Europe and Japan or any expansion efforts into other

international markets will be successful. Our experience in the United States and international markets

may not be relevant to our ability to expand in other markets. Our international expansion efforts may not

be successful in creating further demand for our products outside of the United States or in effectively

selling our products in the international markets we enter. In addition, expansion into other international

markets will be costly and will impose additional burdens on our executive and administrative personnel,

finance and legal teams, sales and marketing teams and general managerial resources. If our efforts to

introduce our products into other international markets are not successful, we may have expended

significant resources without realizing the expected benefit. Ultimately, the investment required for

international expansion could exceed the results of operations generated from this expansion.

In addition, we operate in an industry which is subject to significant enforcement scrutiny by both U.S. and

non-U.S. government authorities. Our international business requires us to comply with U.S. and foreign

laws and regulations, such as various anti-bribery and anti-corruption laws, including the U.S. Foreign

Corrupt Practices Act (“FCPA”), the U.S. Fraud Act and in certain cases the U.K. Bribery Act of 2010.

Compliance with these is costly and exposes us to significant civil and criminal penalties for non-

compliance. Any failure to comply with applicable legal and regulatory obligations could impact us in a

variety of ways that include, but are not limited to, significant criminal, civil and administrative fines,

penalties and disgorgement of profits, including imprisonment of individuals, denial of export privileges,

seizure of shipments, restrictions on certain business activities and exclusion or debarment from

government contracting. Our international operations expose us to risks inherent in operating in foreign

jurisdictions that could adversely affect our business.

If we do not obtain and maintain international regulatory registrations, clearances or approvals for

our Heartflow Platform, we will be unable to market and sell our products outside of the United

States.

Any future sales of our products outside of the United States are subject to foreign regulatory

requirements that vary widely from country to country. While the regulations of some countries may not

impose barriers to marketing and selling our products or only require notification, others require that we

obtain the clearance or approval of a specified regulatory authority or a Certificate of Conformity of a

notified body. Complying with foreign regulatory requirements, including obtaining registrations,

clearances or approvals, can be expensive and time consuming and we may not receive regulatory

Table of Contents

clearances or approvals in each country in which we plan to market our products or we may be unable to

do so on a timely basis. The time required to obtain registrations, clearances or approvals, if required by

other countries, may be longer than that required for FDA clearance or approval, and requirements for

such registrations, clearances or approvals may significantly differ from FDA requirements. If we modify

our products, we may need to apply for regulatory clearances or approvals before we are permitted to sell

the modified product.

In addition, AI governing regulations around medical devices evolve rapidly, and we may not continue to

meet the quality and safety standards required to maintain the authorizations that we have received. If we

are unable to maintain our authorizations in a particular country, we will no longer be able to sell the

applicable product in that country.

Regulatory registration, clearance, marketing authorization, or approval by the FDA does not ensure

registration, clearance, marketing authorization, or approval by foreign regulatory authorities or authorized

representatives in other countries. Registration, clearance, marketing authorization, or approval by one or

more foreign regulatory authorities or authorized representatives do not ensure registration, clearance,

marketing authorization, or approval by regulatory authorities in other foreign countries or by the FDA.

Nevertheless, a failure or delay in obtaining registration or regulatory clearance or approval in one country

may have a negative effect on the regulatory process in others.

Risks Related to Data Privacy and Information Technology

Failure to comply with laws and regulations affecting the transmission, security and privacy of

personal information (including health information) could result in significant penalties.

Federal, state and foreign government bodies and authorities have adopted, are considering adopting, or

may adopt laws and regulations regarding the collection, use, processing, storage and disclosure of

personal information obtained from consumers and individuals. In the United States, federal, state, and

local governments have enacted numerous data privacy and security laws, including data breach

notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal

Trade Commission Act), and other similar laws (e.g., wiretapping laws). Under these laws we may be

required to obtain certain consents to process personal data. For example, some of our data processing

practices have been, and may in the future continue to be, subject to challenges or lawsuits under

privacy, security, and communications laws, including, for example, challenges based on wiretapping laws

for sharing consumer information with third parties through various methods, such as via third-party

marketing pixels or software development kits. Our inability or failure to obtain consent for these practices

could result in adverse consequences, including class action litigation and mass arbitration demands. In

addition, numerous federal and state laws and regulations, including the Health Insurance Portability and

Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic

and Clinical Health Act of 2009 (“HITECH”), govern the collection, dissemination, security, use and

confidentiality of patient identifiable health information. HIPAA and the HITECH Act require us to comply

with standards for the use and disclosure of health information within our company and with third parties.

The Standards for Privacy of Individually Identifiable Health Information (“Privacy Standards”), and the

Security Standards for the Protection of Electronic Protected Health Information (“Security Standards”),

under HIPAA establish a set of basic national privacy and security standards for the protection of

individually identifiable health information by health plans, healthcare clearinghouses and certain

healthcare providers, referred to as covered entities, and the business associates with whom such

covered entities contract for services. As a result, both covered entities and business associates can be

subject to significant civil and criminal penalties for failure to comply with the Privacy Standards or the

Security Standards.

HIPAA, the HITECH Act and the Affordable Care Act (“ACA”) also include standards for common

healthcare electronic transactions and code sets, such as claims information, plan eligibility, payment

information and the use of electronic signatures, unique identifiers, operating rules. Companies that bill

payors for healthcare-related services and device use are required to conform to the transaction

standards. CMS, on behalf of HHS, has the authority to investigate complaints and audit for compliance

Table of Contents

with the HIPAA standards for transactions, code sets, unique identifiers and operating rules, including the

Administrative Simplification provisions of HIPAA and the ACA. Failure to comply with these standards,

and any investigation or audit and penalties imposed may have an adverse impact on our business.

HIPAA requires covered entities and business associates to develop and maintain policies and

procedures with respect to protected health information that is used or disclosed, including the adoption of

administrative, physical and technical safeguards to protect such information. The HITECH Act expands

the notification requirement for breaches of patient identifiable health information, restricts certain

disclosures and sales of patient identifiable health information and provides a tiered system for civil

monetary penalties for HIPAA violations. The Final HIPAA Omnibus Rule modifies the breach reporting

standard in a manner that will likely make more data security incidents qualify as reportable breaches.

The HITECH Act also increased the civil and criminal penalties that may be imposed against covered

entities, business associates and possibly other persons and gave state attorneys general new authority

to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek

attorney fees and costs associated with pursuing federal civil actions. Additionally, states have adopted

comparable privacy and security laws and regulations that differ somewhat from federal and other states’

laws, and that govern where more stringent than federal law.

As a business associate under HIPAA, if we do not comply with the requirements of HIPAA, the HITECH

Act or applicable state privacy and security laws, we could be subject to criminal or civil sanctions that

could adversely affect our financial condition. The costs of complying with privacy and security related

legal and regulatory requirements are substantial and could have an adverse effect on our business. In

addition, we are unable to predict what changes to the HIPAA Privacy Standards and Security Standards

might be made in the future or how those changes could affect our business. Any new legislation or

regulation in the area of privacy and security of personal information, including personal health

information, could also adversely affect our business operations. In addition, a security breach could

require reporting to federal and state government entities, notification to affected individuals, expensive

investigation and remediation and mitigation. Government agencies could, in their discretion, impose fines

and penalties relating to the breach, that would have an adverse effect on our business.

Foreign data privacy regulations, such as the General Data Protection Regulation (E.U.) 2016/679, the

European Union’s Data Protection Directive (“Directive 95/46/EC”), and the country specific regulations

that implement Directive 95/46/EC, also govern the processing of personally identifiable data, and a

number of these regulations are stricter than U.S. laws.

In addition, many states have laws, regulations and other authorities that govern data privacy, security

and breach notification. While some of these laws exempt protected health information subject to HIPAA,

they may apply to other personal information we collect, including personal information collected from

employees or from visitors to our website. Failure to comply with these authorities may have an adverse

impact on our business.

We expect to expend significant resources to comply with these laws and regulations. The functional and

operational requirements and costs of compliance with such laws and regulations may adversely impact

our business, and failure to enable our solutions to comply with such laws and regulations could lead to

significant fines and penalties imposed by regulators, as well as claims, lawsuits and contractual

indemnification obligations by or for our customers or third parties and significant reputational harm.

We depend on our information technology systems, and any failure of these systems could harm

our business and adversely affect our business and operating results.

Information technology and telecommunications systems are vulnerable to damage from a variety of

sources, including telecommunications or network failures, failures during the processes of upgrading or

replacing software, power outages, hardware failures, user or human errors and natural disasters.

Moreover, despite network security and back up measures, some of our servers are potentially vulnerable

to cybersecurity incidents, including phishing attacks by computer hackers or other malicious human acts,

computer viruses, ransomware, malware and similar disruptive problems or other methods of

compromising employee or customer administrator credentials to access protected health information and

Table of Contents

our internal data. Failures or significant downtime of our information technology or telecommunications

systems could prevent us from operating our business. Any disruption or loss of information technology or

telecommunications systems on which critical aspects of our operations depend could have an adverse

effect on our business and our operating results may suffer.

In addition, our brand, reputation and ability to attract, retain and serve our customers are dependent

upon the reliable performance of our Heartflow Platform, including our underlying information technology

systems and infrastructure. Our technical infrastructure may not be adequately designed with sufficient

reliability and redundancy to avoid performance delays or outages that could be harmful to our business.

If our Heartflow Platform is unavailable when physicians attempt to access it, or if it does not load as

quickly as they expect, physicians may not use our Heartflow Platform as often in the future, or at all. As

our customer base continues to grow, we will need an increasing amount of technical infrastructure,

including network capacity and computing power, to continue to satisfy the needs of our users.

We rely upon AWS to operate our cloud offering; any disruption of or interference with our use of

AWS would adversely affect our business, results of operations and financial condition.

We outsource all of our cloud-based infrastructure to AWS. Our customers need to be able to access our

cloud-based infrastructure at any time, without interruption or degradation of performance. AWS runs its

own platform that we access, and we are, therefore, vulnerable to service interruptions at AWS. We may

experience interruptions, delays and outages in service and availability from time to time as a result of

problems with our AWS provided infrastructure. For example, in September 2015, AWS suffered a

significant outage that had a widespread impact on cloud-based software and services companies.

Although our customers were not affected by that outage, a similar outage could render our cloud offering

inaccessible to customers. Additionally, AWS has suffered outages at specific customer locations in the

past, rendering the customer unable to access our offering for periods of time. Lack of availability of our

AWS infrastructure could be due to a number of potential causes including technical failures, natural

disasters, fraud or security attacks that we cannot predict or prevent.

In addition, if the security of the AWS infrastructure is compromised or believed to have been

compromised, our business, results of operations and financial condition could be adversely affected. It is

possible that our customers and potential customers would hold us accountable for any breach of security

affecting the AWS infrastructure and we may incur significant liability from those customers and from third

parties with respect to any breach affecting AWS systems. For more information, see the risk factor titled

“Failure to comply with laws and regulations affecting the transmission, security and privacy of personal

information (including health information) could result in significant penalties.” Because our agreement

with AWS limits AWS’ liability for damages, we may not be able to recover a material portion of our

liabilities to our customers and third parties from AWS. Customers and potential customers may refuse to

do business with us because of the perceived or actual failure of our cloud offering as hosted by AWS and

our operating results could be harmed.

Our agreement with AWS allows AWS to terminate the agreement by providing 30 days’ advance notice,

and allows AWS to terminate in case of a material breach of contract if such breach is uncured for 30

days following receipt of notice of such breach, or to terminate immediately upon notice to us (i) if AWS

has the right to suspend our account; (ii) if AWS’ relationship with a third-party software or technology

provider terminates, expires or requires AWS to change the way it provides its services; or (iii) in order to

comply with the law or requests of governmental entities. Although we expect that we could receive

similar services from other third parties, if any of our arrangements with AWS are terminated, we could

experience interruptions on our platform and in our ability to make our platform available to customers, as

well as delays and additional expenses in arranging alternative cloud infrastructure services.

If we fail to offer high quality customer support, our business and reputation could suffer.

Our customers rely on our customer support teams to resolve technical and operational issues if and

when they arise. We may be unable to respond quickly enough to accommodate short-term increases in

customer demand for customer support. We also may be unable to modify the nature, scope and delivery

Table of Contents

of our customer support to compete with changes in customer support services provided by our

competitors or to adapt to product and industry developments. Increased customer demand for customer

support, without corresponding revenue, could increase costs and harm our results of operations. In

addition, as we continue to grow our operations and reach a large global customer base, we need to be

able to provide efficient customer support that meets our customers’ needs globally at scale. The number

of our customers has grown significantly, and that growth has and will continue to put additional pressure

on our support organization. As our business scales, we may need to engage third-party customer

support service providers, which could negatively impact the quality of our customer support if such third

parties are unable to provide customer support that is as effective as that we provide ourselves. Our sales

are highly dependent on our business reputation and on positive recommendations from our existing

customers. Accordingly, high quality customer support is important for the renewal and expansion of our

agreements with existing customers and any failure to maintain such standards of customer support, or a

market perception that we do not maintain high quality customer support, could harm our reputation, our

ability to sell product to existing and prospective customers and our business, financial condition, results

of operations and prospects.

We invest significantly in research and development, and to the extent our research and

development investments do not translate into new products, features or improvements to our

current products, or if we do not use those investments efficiently, our business, financial

condition, results of operations and prospects would be harmed.

A key element of our strategy is to invest significantly in our research and development efforts to

introduce new products, features and improvements aimed at increasing the value proposition of the

Heartflow Platform for our customers. For the three months ended June 30, 2025 and 2024, our research

and development expenses were 35% and 32% of our revenue, respectively, and 36% and 33% of our

revenue for the six months ended June 30, 2025 and 2024, respectively. If we do not spend our research

and development budget efficiently or effectively on compelling innovation and technologies, our business

may be harmed and we may not realize the expected benefits of our strategy. Moreover, research and

development projects can be technically challenging and expensive. The nature of these research and

development cycles may cause us to experience delays between the time we incur expenses associated

with research and development and the time we are able to offer compelling solutions and generate

revenue, if any, from such investment. For example, investments made to expand the Heartflow Platform

to asymptomatic patients may be expensive, technically challenging, experience delays and may not be

successful. Additionally, anticipated customer demand for a product or feature we are developing could

decrease after the development cycle has commenced, and we would nonetheless be unable to avoid

substantial costs associated with the development of any such product or features. If we expend a

significant amount of resources on research and development and our efforts do not lead to the

successful introduction or improvement of products or features that are competitive in our current or future

markets, it would harm our business, financial condition, results of operations and prospects.

Our networks and those of our third-party service providers may become the target of bad actors

or security breaches that we cannot anticipate or successfully defend, which could have an

adverse impact on our business.

The Heartflow Platform involves the storage and transmission of our customers’ personal information or

identifying information of their patients. Increasingly, we and other companies are subject to a wide variety

of attacks on their networks on an ongoing basis. In addition to attacks from traditional computer

“hackers,” malicious code (such as viruses and worms), employee theft or misuse, ransomware attacks

and denial of service attacks, sophisticated nation state and nation state supported actors now engage in

intrusions and attacks (including advanced persistent threat intrusions), and add to the risks to our

internal networks and the information they store and process. Additionally, such bad actors frequently

attempt to fraudulently induce employees or customers into disclosing sensitive information such as user

names, passwords or other information in order to gain access to our customers’ data, their patient’s data

or our data, including our intellectual property and other confidential business information, or our

information technology systems. Because techniques used to obtain unauthorized access or to sabotage

Table of Contents

systems change frequently and generally are not recognized until successfully launched against a target,

we may be unable to anticipate these techniques or to implement adequate preventative measures.

Despite significant efforts to create process and security barriers to such threats, it is virtually impossible

for us to entirely mitigate these risks. Any such breach could compromise our networks, creating system

disruptions or slowdowns and exploiting security vulnerabilities of our products, and the information stored

on our networks could be accessed, publicly disclosed, lost or stolen, which could subject us to liability

and cause us significant financial harm. Such breaches often result in reputational damage, negative

publicity, loss of industry data security certifications, customers and sales, increased costs to remedy any

problem, costly litigation and contractual indemnification obligations by or for impacted customers or third

parties any of which could adversely affect our business. In addition, although we have, and intend to

maintain, insurance with respect to any such indemnification obligations, the coverage limits of our

insurance policies may not be adequate and one or more successful claims brought against us may have

an adverse effect on our business, financial condition, results of operations and prospects.

We also rely on third-party service providers, such as cloud storage and telecommunications services

providers. Such service providers are also potentially vulnerable to cybersecurity incidents that could

result in the interruption of their services to us or unauthorized access, use or disclosure of our

confidential information and confidential information of our customers and protected health information of

their patients.

Our products are also targets for malicious cybersecurity acts. While some of our products contain

encryption or security algorithms to protect third-party content or patient information or other data stored

in our products, these products could still be hacked or targeted by malicious software programs or other

attacks or the encryption schemes could be compromised, breached or circumvented by motivated or

sophisticated hackers, which could harm our business and our reputation. In addition, see the risk factor

titled “Our Heartflow Platform and the data and models it generates could have bugs, defects or errors,

including human quality control errors, or otherwise fail to meet the expectations of patients, physicians

and third-party payors, which could adversely affect our reputation, business and operating results” for

more information on bugs, defects or errors in the Heartflow Platform.

Risks Related to Legal and Regulatory Matters

We face extensive regulatory requirements to bring our products to market, and our failure to

receive and maintain regulatory clearances or approvals of our current and future products in the

United States or abroad or to comply with medical device regulatory requirements could

adversely affect our business.

In order to market any product, we must establish and comply with numerous and varying regulatory

requirements that differ by country and by region within certain countries. Approval, clearance or

marketing authorization in the United States by the FDA or by a regulatory authority or other body in

another country does not ensure approval by the regulatory authorities in other countries or jurisdictions

or ensure approval, clearance or other marketing authorization for the same conditions of use. Approval

processes vary among countries and can involve additional product testing and validation and additional

administrative review periods. In general, unless an exemption applies, in the United States, current and

future versions of our products must receive pre-market notification (“510(k)”), de novo classification (“de

novo”) or pre-market approval (“PMA”) from the FDA before they can be marketed in the United States.

We cannot provide assurance that any of our future products, to the extent required, will be cleared,

approved or otherwise authorized by the FDA through any of its pre-market review processes or that the

FDA will provide export certificates that are necessary to export certain products to certain countries. In

addition, the national health or social security organizations of certain foreign countries, including those

outside Europe, require our products to be qualified before they can be marketed in those countries.

Failure to receive, or delays in the receipt of, relevant foreign qualifications in the European Economic

Area or other foreign countries could have an adverse effect on our business.

Table of Contents

Pre-market notification, de novo classification request or PMA applications may require support by data

from clinical trials. We are subject to requirements to publicly register and report the results of our clinical

trials. We must also abide by good clinical practice (“GCP”) requirements in the conduct and

documentation of our clinical trials and report to the FDA significant financial interests of investigators in

any clinical trials we submit to support marketing applications for our products. We, the FDA or an

institutional review board (“IRB”), may suspend or terminate clinical trials at any time on various grounds,

including a finding that patients are being exposed to an unacceptable health risk or that the treatment

does not have any effect. If the FDA considers data from our clinical trials to be actually or potentially

biased due to investigators’ financial interests, or unreliable due to GCP noncompliance, it can require us

to implement extensive data analyses or other corrective actions, or exclude data from consideration in

support of our marketing applications. These outcomes could result in delay or denial of FDA clearance or

approval and could result in the need to conduct additional, costly and time-consuming clinical trials.

Additionally, we are required to obtain pre-market clearance or approval to market significantly modified

versions of our currently cleared Heartflow Platform, as well as to market the existing product for new

indications. The FDA requires us to make and document a determination as to whether or not a

modification requires a new 510(k) clearance, de novo classification or PMA approval; however, the FDA

can review and disagree with our decision. Although we have received 510(k) clearance from the FDA for

the current version of the Heartflow Platform, we may not be successful in receiving clearances, de novo

classification or approvals in the future or the FDA may not agree with our decisions not to seek

clearances, de novo classifications or approvals for any new products or particular product modifications

or updates. The FDA may require us to obtain a new 510(k) clearance, de novo classifications or approval

for any past or future modification or a new indication for our existing products. Such submissions may

require the development and submission of additional data, may be time consuming and costly, and

ultimately may not be cleared or approved by the FDA.

If the FDA requires us to obtain pre-market clearances, de novo classifications or approvals for any

marketed modification to a previously cleared version of the Heartflow Platform, we may be required to

cease manufacturing and marketing of the modified product or to recall the modified product until we

obtain such FDA marketing authorization. The FDA may not clear, grant or approve such submissions in a

timely manner, if at all. The FDA also may change its policies, adopt additional regulations, or revise

existing regulations, each of which could prevent or delay pre-market clearance, de novo classification or

approval of our devices, or could impact our ability to market a device that was previously cleared. Any of

the foregoing could adversely impact our business and financial condition.

In addition, the FDA and other comparable foreign regulatory authorities may delay, limit or deny

clearance, de novo classification or approval of future versions of or future indications for our products or

any other potential product for many reasons, including, among others:

•the results of our clinical trials may not meet the level of statistically significant and clinically

meaningful efficacy with an acceptable safety profile as required by FDA, or other comparable

regulatory authorities in other countries, for marketing approval;

•the FDA or other comparable regulatory authorities in other countries may disagree with the number,

design, size, conduct or implementation of our clinical trials;

•the FDA or other comparable regulatory authorities in other countries may disagree with our

interpretation of data from our clinical trials;

•the FDA or other comparable regulatory authorities in other countries may not accept data generated

at one or more of our clinical trial sites;

•if our 510(k) notifications, de novo classification requests, PMA applications, or similar notifications or

applications, if and when submitted, are reviewed by the FDA or other comparable regulatory

authorities, as applicable, the regulatory authorities may have difficulties scheduling the necessary

Table of Contents

review meetings in a timely manner, or may recommend against clearance or approval of our

application; or

•the FDA may determine that our 510(k) notifications for new indications, if and when submitted, must

follow a different regulatory pathway than we have attempted, and there may be potentially extended

standards, timelines, reviews (such as by an FDA Advisory Committee) and costs in order to pursue

approval.

Any of these factors, many of which are beyond our control, could jeopardize our ability to obtain

regulatory clearance, de novo classification or approval for current or future versions of the Heartflow

Platform and could result in difficulties and costs for us. If we fail to comply with regulatory requirements in

international markets or to obtain and maintain required marketing authorizations, or if marketing

authorizations in international markets are delayed, our ability to realize the full market potential of our

new potential products will be limited.

Healthcare policy changes, including recently enacted legislation reforming the U.S. healthcare

system could have an adverse effect on our business, financial condition, results of operations

and prospects.

In the United States, there have been and continue to be a number of legislative and regulatory initiatives

to contain healthcare costs. Federal and state lawmakers regularly propose and, at times, enact

legislation that would result in significant changes to the U.S. healthcare system, some of which are

intended to contain or reduce the costs of medical products and services, including our own products. For

example, on July 4, 2025, the annual reconciliation bill, the “One Big Beautiful Bill Act,” or OBBBA, was

signed into law which is expected to reduce Medicaid spending and enrollment by implementing work

requirements for some beneficiaries, capping state-directed payments, reducing federal funding, and

limiting provider taxes used to fund the program. OBBBA also narrows access to ACA marketplace

exchange enrollment and declines to extend the ACA enhanced advanced premium tax credits, set to

expire in 2025, which, among other provisions in the law, are anticipated to reduce the number of

Americans with health insurance. These changes may decrease patient access to advanced

cardiovascular diagnostics, including Heartflow's FFRCT and Plaque Analysis products, particularly

among lower-income and high-risk populations. In addition, reduced federal and state funding, caps on

supplemental payments, and limits on provider revenue sources may constrain hospital and health

system budgets, potentially slowing adoption of innovative diagnostics despite demonstrated clinical

value.

Current and future legislative proposals to further reform healthcare or reduce healthcare costs may limit

coverage of or lower reimbursement for the diagnostic tests associated with the use of our products. The

cost containment measures that payors and providers are instituting and the effect of any healthcare

reform initiative implemented in the future could impact our revenue from the sale of our products.

We expect additional state and federal healthcare policies and reform measures to be adopted in the

future, particularly in light of the recent administration changes in the White House and Congress, any of

which could limit reimbursement for healthcare products and services or otherwise result in reduced

demand for our products or additional pricing pressure and have a material adverse effect on our industry

generally and on our customers. We cannot predict what other healthcare programs and regulations will

ultimately be implemented at the federal or state level or whether any future legislation or regulation in the

United States may negatively affect our business, financial condition, results of operations and prospects.

The continuing efforts of the government, insurance companies, managed care organizations and other

payors of healthcare services to contain or reduce costs of healthcare may adversely affect our ability to

set a price that we believe is fair for our products, our ability to generate revenue and achieve or maintain

profitability and the availability of capital.

Any changes of, or uncertainty with respect to, future coverage or reimbursement rates could affect

demand for our products, which may prevent us from being able to generate additional revenue or attain

profitability.

Table of Contents

We are subject to many laws and governmental regulations affecting our marketed products, both

domestically and internationally, and any adverse regulatory action may adversely affect our

business, financial condition, results of operations and prospects.

The Heartflow Platform is subject to regulation by numerous government authorities, including the FDA

and comparable foreign authorities, after clearance or approval of current and future versions of the

product. To varying degrees, each of these authorities requires us to comply with laws and regulations

governing the development, design, testing, manufacture, labeling, advertising, promotion, distribution,

import and export of our products. The Heartflow Platform (also referred to as Heartflow Analysis, which

consists of four main functions, the Heartflow FFRCT Analysis, the Heartflow Plaque Analysis, the

Heartflow RoadMap Analysis and the Heartflow PCI Planner (which we expect to launch in 2026)) has

been cleared by the FDA (K213857), and only the Heartflow FFRCT Analysis function of the Heartflow

Platform is Conformité Européene Marked (“CE Marked”) in the European Economic Area, the United

Kingdom and Australia, received medical device licensing in Canada and has been approved for

marketing authorization in Japan by the Pharmaceuticals and Medical Devices Agency (“PMDA”), all for

specific indications for use. The Heartflow Platform has also been cleared by the equivalent regulatory

authorities in Israel, Saudi Arabia and United Arab Emirates and licensed in Bahrain.

We currently have ongoing responsibilities under U.S., U.K., European Economic Area, Switzerland,

Canada, Australia, Japan, Saudi Arabia, United Arab Emirates, Bahrain and Israel (registered or licensed

regions) regulations, including requirements related to product and facility registration, device listing,

adverse event reporting, reporting of recalls and field corrective actions, manufacturing, advertising,

promotion, distribution, import, and export. In certain jurisdictions outside of the United States, we

contract with third parties (i.e., notified bodies, authorized representatives, and manufacturing

authorization holders) who either oversee regulatory compliance or assume regulatory responsibilities for

our products distributed by those third parties. We are subject to periodic inspections and audits by the

FDA, notified bodies, authorized representatives and comparable foreign authorities to determine

compliance with regulatory requirements, including GMP such as the Quality System Regulation of the

FDA, Medical Device Single Auditing Program, ISO 13485:2016, and EN ISO 13485:2021 concerning the

EU, establishment registration and device listing, medical device reporting, vigilance reporting of adverse

events, notification of corrections, recalls, field safety corrective actions and product labeling and

marketing. These inspections and audits can result in inspectional observations or reports, warning letters

or other forms of enforcement action. If the FDA or comparable foreign authorities conclude, as a result of

these inspections or audits or from any other source of information, that we are not in compliance with

applicable laws or regulations, or that our products are ineffective or pose an unreasonable health risk,

such authorities could ban these products, suspend or cancel our marketing authorizations, impose “stop

sale” and “stop import” orders, refuse to issue export certificates, detain or seize adulterated or

misbranded products, order a recall, repair, replacement, correction or refund of such products, require us

to conduct post-market surveillance studies or change the labeling for our products, or require us to notify

health professionals and others that the products present unreasonable risks of substantial harm to the

public health. Failure to comply with regulatory requirements may also subject us to additional

administrative and judicially imposed sanctions, warning letters, civil and criminal penalties, injunctions,

interruption of manufacturing or clinical trials, total or partial suspension of production and resulting

adverse publicity.

Discovery of previously unknown problems with our products’ design or manufacture may result in

restrictions on the use of the Heartflow Platform, restrictions placed on us or our suppliers or withdrawal

of the existing regulatory clearance of the Heartflow Platform. The FDA or comparable foreign authorities

may also impose operating restrictions, enjoin and restrain violations of applicable law pertaining to

medical devices, assess civil or criminal penalties against our officers, employees or us or recommend

criminal prosecution of our company. Adverse regulatory action of a certain magnitude may restrict us

from effectively marketing and selling our products. In addition, negative publicity or product liability

claims resulting from any adverse regulatory action could have an adverse effect on our business,

financial condition, results of operations and prospects.

Table of Contents

In many of the foreign countries in which we market our products, we are subject to extensive medical

device regulations that are similar to those of the FDA, including those in Europe. The regulation of our

products in Europe falls within the European Economic Area, which consists of the 27 member states of

the European Union, as well as Iceland, Liechtenstein and Norway. Only medical devices that comply with

certain conformity requirements of the Medical Devices Regulation (E.U.) 2017/745 concerning Medical

Devices, or the E.U. Medical Devices Directive, Directive 2006/114/EC are allowed to be marketed within

the European Economic Area.

Foreign governmental regulations have become increasingly stringent and more extensive, and we may

become subject to even more rigorous regulation by foreign governmental authorities in the future.

Penalties for a company’s noncompliance with foreign governmental regulation could be severe, including

revocation or suspension of a company’s business license and civil or criminal sanctions. In some

jurisdictions, such as Germany, any violation of a law related to medical devices is also considered to be

a violation of unfair competition law. In such cases, governmental authorities, our competitors and

business or consumer associations may then file lawsuits to prohibit us from commercializing the

Heartflow Platform in such jurisdictions. Our competitors may also sue us for damages. Any domestic or

foreign governmental law or regulation imposed in the future may have an adverse effect on our business,

financial condition, results of operations and prospects.

Delays in the commencement or completion of future or ongoing clinical testing could result in

increased costs to us and delay our ability to market the Heartflow Platform for additional

indications.

We are currently enrolling patients for our DECIDE clinical trial to evaluate our Heartflow Plaque Analysis

in a real-world setting. We do not know whether our DECIDE clinical trial will be completed on schedule,

or at all. The commencement or completion of clinical trials can be disrupted for a variety of reasons,

including difficulties in:

•recruiting and enrolling patients to participate in, and investigators to conduct, a clinical trial;

•reaching agreements on acceptable terms with prospective clinical research organizations and trial

sites;

•obtaining approval of an investigational device exemption, application from the FDA or equivalent

authorization from foreign regulatory authorities, if required; or

•obtaining IRB approval to conduct a clinical trial at a prospective site.

A clinical trial may also be suspended or terminated by us, an IRB, the FDA or other regulatory authorities

due to a number of factors, including:

•failure to conduct the clinical trial in accordance with regulatory requirements or in accordance with

our clinical protocols;

•inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting

in the imposition of a clinical hold;

•safety or effectiveness issues; or

•lack of adequate funding to continue the clinical trial.

In addition, changes in regulatory requirements and guidance may occur, and we may need to amend

clinical trial protocols to respond to such changes, which could impact the cost, timing or successful

completion of a clinical trial. If we experience delays in the commencement or completion of our clinical

trials, the commercial prospects for additional indications for our products will be harmed.

Table of Contents

Interim, “top-line” and preliminary data from our clinical trials that we announce or publish from

time to time may change as more patient data become available and are subject to audit and

verification procedures that could result in material changes in the final data.

From time to time, we may publicly disclose interim, top-line or preliminary data from our clinical trials,

including our DECIDE clinical trial, which is based on a preliminary analysis of then-available data, and

the results and related findings and conclusions are subject to change following a more comprehensive

review of the data related to the particular trial or additional data collected at a later time. We also make

assumptions, estimations, calculations and conclusions as part of our analyses of data, and we may not

have received or had the opportunity to fully and carefully evaluate all data. As a result, the interim, top-

line or preliminary results that we report may differ from future results of the same trial, or different

conclusions or considerations may qualify such results, once additional data have been received and fully

evaluated. Interim, top-line or preliminary data also remain subject to audit and verification procedures

that may result in the final data being materially different from the interim, top-line or preliminary data we

previously announced. As a result, interim, top-line and preliminary data should be viewed with caution

until the final data are available. Adverse differences between interim data and final data could

significantly harm our business prospects. Further, disclosure of interim data by us or by our competitors

could result in volatility in our share price.

Further, others, including the FDA and other regulatory authorities or other bodies, may not accept or

agree with our assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh

the importance of data differently, which could impact the value of the particular trial, or the approvability

or potential for commercialization of the particular medical device. In addition, the information we choose

to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive

information, and others may not agree with what we determine is material or otherwise appropriate

information to include in our disclosure. The interim, top-line or preliminary data that we report may differ

from final results, and regulatory authorities and other bodies may disagree with the conclusions reached,

which may harm our ability to obtain marketing authorization for, and commercialize, our future products,

which could harm our business, financial condition, results of operations and prospects.

We may face product liability claims that could result in costly litigation and significant liabilities.

We may not be able to maintain adequate product liability insurance.

Development, marketing and clinical testing of our products may expose us to product liability and other

tort claims. Although we have, and intend to maintain, liability insurance, the coverage limits of our

insurance policies may not be adequate and one or more successful claims brought against us may have

an adverse effect on our business, financial condition, results of operations and prospects. For example,

the U.S. Supreme Court declined to hear an appeal where the U.S. Court of Appeals for the Ninth Circuit

ruled that the 1976 Medical Device Amendments to the Federal Food, Drug and Cosmetic Act did not

preempt state laws in a product liability case involving a medical device company. If other courts in the

United States adopt similar rulings, we may be subject to increased litigation risk in connection with our

products. Product liability claims could negatively affect our reputation, product sales, and our ability to

obtain and maintain regulatory approval for our products.

In addition, although we have product liability and clinical study liability insurance, this insurance is

subject to deductibles and coverage limitations. Our current product liability insurance may not continue to

be available to us on acceptable terms, if at all, and, if available, coverage may not be adequate to protect

us against any future product liability claims. If we are unable to obtain insurance at an acceptable cost,

on acceptable terms with adequate coverage, or at all, or otherwise protect against potential product

liability claims, we will be exposed to significant liabilities, which may harm our business. A product liability

claim, recall or other claim with respect to uninsured liabilities or for amounts in excess of insured

liabilities could have an adverse effect on our reputation, business, financial condition, results of

operations and prospects.

Table of Contents

The Heartflow Platform may be subject to recalls, which could be costly and could harm our

reputation and business.

We are subject to ongoing medical device reporting regulations that require us to report to the FDA or

similar governmental authorities in other countries if our products cause, or contribute to, death or serious

injury, or if they malfunction and would be likely to cause, or contribute to, death or serious injury if the

malfunction were to recur. We could voluntarily elect to, or the FDA and similar governmental authorities

in other countries could require us to, perform a correction, field safety corrective action, removal or other

recall of our products in the event of material deficiencies or defects in design, manufacturing or labeling

that could cause harm. Our products have been in the past, and may in the future, be the subject of

medical device reports of adverse events with the MAUDE database, including reports of false negative

results and incorrect or imprecise results or readings. Between 2017 and August 31, 2025, 124 Heartflow

Platform MAUDE reports were made, with 108 of those reports due to false negative results, 14 reports

due to incorrect, inadequate or imprecise results or readings, and two reports due to an adverse event

without an identified device or use problem. While none of these MAUDE reports resulted in a mandated

or voluntary correction, field safety action, removal or a recall, a government mandated or voluntary

correction, field safety corrective action, removal or other recall could occur as a result of manufacturing

errors or design defects, including defects in labeling. Any correction, field safety corrective action,

removal or other recall would divert managerial and financial resources and could lead to a substantial

loss of physician and patient confidence in our products and, consequently, have an adverse effect on our

growth prospects or operating results. A correction, field safety corrective action, removal or other recall

could also result in substantial litigation, including product liability claims, with liabilities well in excess of

our insurance coverage limits. Any of these events could have an adverse effect on our reputation,

business, financial condition, results of operations and prospects.

Off-label or other unlawful promotion of our products could result in costly investigations and

sanctions from the FDA and other regulatory bodies.

The Heartflow Platform (also referred to as Heartflow Analysis, which consists of four main functions, the

Heartflow FFRCT Analysis, the Heartflow Plaque Analysis, the Heartflow RoadMap Analysis and the

Heartflow PCI Planner (which we expect to launch in 2026)) has been cleared by the FDA (K213857), and

only the Heartflow FFRCT Analysis function of the Heartflow Platform is CE Marked in the European

Economic Area, the United Kingdom and Australia, received medical device licensing in Canada and has

been approved for marketing authorization in Japan by the PMDA, all for specific indications for use. The

Heartflow Platform has also been cleared by the equivalent regulatory authorities in Israel, Saudi Arabia

and United Arab Emirates and licensed in Bahrain. We may only promote or market our products for their

specifically cleared or approved indications. We train our marketing and sales force against promoting our

products for uses outside of the cleared or approved indications for use (“off-label use”).

If the FDA determines that our promotional materials or training constitute promotion of an off-label use,

or if there are claims that are not adequately substantiated or that are otherwise false or misleading, it

could request that we modify our training or promotional materials or subject us to regulatory or

enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil

fine or criminal penalties. It is also possible that other federal, state or foreign enforcement authorities,

including the Federal Trade Commission or Department of Justice, might take action if they consider our

business activities to constitute promotion of an off-label use or other unlawful promotion, which could

result in significant penalties, including criminal, civil and administrative penalties, damages, fines,

disgorgement, exclusion from participation in government healthcare programs and the curtailment of our

operations. Any of these events could significantly harm our business, results of operations, financial

condition and prospects.

Further, the advertising and promotion of our products are subject to European Economic Area Member

States laws implementing the Medical Devices Directive concerning misleading and comparative

advertising, and Directive 2005/29/EC on unfair commercial practices, as well as other European

Economic Area Member State legislation governing the advertising and promotion of medical devices.

Table of Contents

European Economic Area Member State legislation may also restrict or impose limitations on our ability to

advertise our products directly to the general public. In addition, voluntary E.U. and national codes of

conduct provide guidelines on the advertising and promotion of our products to the general public and

may impose limitations on our promotional activities with healthcare professionals harming our business,

financial condition, results of operations and prospects.

We are subject to numerous federal, state and foreign healthcare fraud and abuse, compliance,

transparency and privacy laws and regulations, and a failure to comply with such laws and

regulations could have an adverse effect on our business; similarly, an investigation, inquiry or

audit by a government agency that alleges violations of law or regulation may have an adverse

effect on our business.

Our operations are, and will continue to be, directly and indirectly affected by various federal, state and/or

foreign healthcare laws, including those described below. In particular, because the use of our products

are directly or indirectly reimbursed by U.S. federal health care programs, for example Medicare, we are

subject to the federal Anti-Kickback Statute, a criminal law that prohibits, among other things, any person

or entity from knowingly and willfully offering, paying, soliciting or receiving any remuneration in cash or

in-kind (including any kickback or bribe, but also common forms of remuneration, such as service or

consulting fees, service fees, meals, travel expenses, discounts or rebates), directly or indirectly, overtly

or covertly, in cash or in-kind, in return for or to induce the referring, ordering, leasing, purchasing or

arranging for or recommending the referring, ordering, purchasing or leasing of any good, facility, item or

service, for which payment may be made, in whole or in part, under federal healthcare programs, such as

the Medicare and Medicaid programs. The term “remuneration” has been broadly interpreted to include

anything of value. Although there are a number of statutory exceptions and regulatory safe harbors

protecting certain common activities, the exceptions and safe harbors are drawn narrowly. Failure to meet

all of the requirements of a statutory exception or regulatory safe harbor does not make the conduct per

se illegal under the Anti-Kickback Statute. Instead, the arrangement will be evaluated on a case-by-case

basis based on a cumulative review of all of its facts and circumstances. Several courts have interpreted

the statute’s intent requirement to mean that if any one purpose of an arrangement involving

remuneration is to induce referrals of (or purchases, uses or recommendations of prescriptions, uses or

purchases related to) federal healthcare program covered business, the Anti-Kickback Statute has been

implicated and potentially violated. Our practices may not in all cases meet all of the criteria for safe

harbor protection from Anti-Kickback Statute liability. Further, the ACA, amends the intent requirement of

the federal Anti-Kickback Statute and certain criminal healthcare fraud statutes. A person or entity no

longer needs to have actual knowledge of the statute or specific intent to violate it. In addition, the

government may assert that a claim for payment by a government health care program including items or

services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for

purposes of the false claims laws.

The U.S. civil False Claims Act prohibits, among other things, any person or entity from knowingly

presenting, or causing to be presented, a false or fraudulent claim for payment or approval to the federal

government or knowingly making, using, or causing to be made or used a false record or statement

material to a false or fraudulent claim to the federal government. A claim includes “any request or

demand” for money or property presented to the U.S. government. The civil False Claims Act also applies

to false submissions that cause the government to not receive a benefit to which it is entitled, such as a

discounted sales price for products covered by federal healthcare programs. Intent to deceive is not

required to establish liability under the civil False Claims Act. In addition, the civil False Claims Act

includes a whistleblower provision that allows private citizens to bring claims on behalf of the U.S.

government alleging violations of the law. Whistleblowers may be entitled to up to as much as thirty

percent (30%) of the government’s financial recovery resulting from such claims. This incentivizes

potential whistleblowers to file complaints in federal court, which complaints are relied upon heavily by the

government to investigate and prosecute allegations of violations of both the civil False Claims Act and

the Anti-Kickback Statute. U.S. enforcement authorities or private whistleblowers acting on behalf of the

U.S. government may file complaints under the civil False Claims Act alleging that we have caused one or

more of our customers to submit false submissions for reimbursement from federal health care programs,

Table of Contents

including Medicare, Medicaid, or the Veterans Affairs program due to alleged kickbacks, the sale of

adulterated or misbranded products, or the provision of false or misleading information to our customers

or other third parties.

Additionally, under the federal Civil Money Penalty Statute, the Department of Health and Human

Services (“HHS”) may impose civil money penalties against entities that make offers to transfer or transfer

remuneration, including gifts, payments or routine waivers of co-payments or deductibles, to any

Medicare beneficiary in order to influence such individual to order or receive any item or service for which

payment may be made, in whole or in part, under Medicare and/or a State health care program.

Violations of these laws and regulations may result in significant criminal and/or civil fines and penalties,

as well as potential exclusion from participation in federal health care programs, that could significantly

impact our business and operations.

We are also subject to other federal and state fraud and abuse laws, including HIPAA’s fraud provisions,

which among other things, are criminal laws that prohibit, among other actions, knowingly and willfully

executing, or attempting to execute, a scheme or artifice to defraud any healthcare benefit program,

including private payors, knowingly and willfully embezzling or stealing from a healthcare benefit program,

willfully preventing, obstructing, misleading, delaying or attempting to delay a criminal investigation of a

healthcare offense and knowingly and willfully falsifying, concealing or covering up a material fact or

making any materially false, fictitious or fraudulent statement or representation in connection with the

delivery of or payment for healthcare benefits, items or services. Many of these state laws closely mirror

the federal Anti-Kickback Statute or civil False Claims Act but apply more broadly to products and

services that are paid for in any way, whereas the federal law pertains only to those reimbursed by federal

health care programs. In addition, many states have also adopted laws prohibiting fee-splitting (the

sharing of professional fees with non-state licensed persons or entities), restricting marketing activities

with physicians and/or prohibiting the practice of medicine (or the direction of the practice of medicine) by

corporations or others that are not specifically licensed to practice medicine within the state. While under

our model, licensed practitioners independently are providing any and all medical treatment and

diagnostic services for which a state license is required, these state laws still may apply to us.

We also are subject to foreign fraud and abuse laws and regulations, which vary by country, and can

prohibit many of the same activities addressed by U.S. laws.

We are also subject to the federal and state transparency reporting laws and regulations, gift bans and

compliance reporting provisions. The Physician Payments Sunshine Act (also known as Open Payments)

requires manufacturers of drugs, devices, biologics and medical supplies for which payment is available

under Medicare, Medicaid or the State Children’s Health Insurance Program to report annually to the

Centers for Medicare and Medicaid Services information related to payments and other transfers of value

provided directly or indirectly to physicians (defined to include doctors, dentists, optometrists, podiatrists

and chiropractors), other healthcare providers (such as physician assistants and nurse practitioners) and

teaching hospitals. Such manufacturers are also required to annually report certain ownership and

investment interests held by such U.S. physicians and their immediate family members. Certain states,

like Massachusetts and Vermont, have similar reporting requirements. Some states, like Vermont, prohibit

gifts and certain benefits from being provided to physicians licensed within that state. Other states, such

as California and Nevada, mandate implementation of compliance programs to ensure compliance with

fraud and abuse laws and regulations, as well as with industry codes of conduct, such as the AdvaMed

Code of Ethics on Interactions with Health Care Professionals. Our business is subject to these many

requirements, which can be nuanced and lacking in clear guidance. Our failure to comply with these laws

or regulations could result in substantial fines or penalties. Further, our reports made pursuant to these

laws may be used by enforcement authorities or whistleblowers to raise or substantiate allegations

against us.

We are also subject to the federal physician self-referral prohibitions, commonly known as the Stark Law,

which prohibits, among other things, physicians who have a financial relationship, including an

investment, ownership or compensation relationship with an entity that submits claims for payment to the

Table of Contents

Medicare or Medicaid programs, from referring Medicare or Medicaid patients for certain “designated

health services,” which include diagnostic imaging services related to our products, unless an exception

applies. Similarly, entities may not bill Medicare or any other party for services furnished pursuant to a

prohibited referral. Many states have their own self-referral laws as well, which in some cases apply to all

payors, not just Medicare and Medicaid.

If our operations are found to be in violation of any of the laws described above or any other

governmental regulations that apply to us now or in the future, we may be subject to significant penalties,

including civil and criminal penalties, damages, fines, disgorgement, exclusion from governmental

healthcare programs and the curtailment or restructuring of our operations, any of which could adversely

affect our ability to operate our business and our financial results.

We also note that there is risk of our being found in violation of these laws by the fact that many of them

have not been fully, clearly or consistently interpreted by the regulatory authorities or the courts, and their

provisions are open to a variety of interpretations. Any action against us for violation of these laws, even if

we successfully defend against it, could cause us to incur significant legal expenses and divert our

management’s attention from the operation of our business. Moreover, to achieve compliance with

applicable federal and state privacy, security and electronic transaction laws, we may be required to

modify our operations with respect to the handling of patient information. Similarly, to achieve compliance

with other applicable federal and state anti-fraud, open payments or other healthcare regulations, we may

be required to modify our operations. Implementing any of these modifications may prove costly. At this

time, we are not able to determine the full consequences to us, including the total cost of compliance, of

these various federal and state laws.

We are subject to U.S. and foreign anti-corruption and anti-money laundering laws with respect to

our operations and non-compliance with such laws can subject us to criminal and/or civil liability

and harm our business.

We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the

U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act of 2010 and Proceeds of Crime Act 2002 and

possibly other state and national anti-bribery and anti-money laundering laws in countries in which we

conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their

employees and third-party intermediaries from authorizing, promising, offering or providing, directly or

indirectly, improper payments or benefits to recipients in the public or private sector. We use third-party

representatives to support sales of our products abroad. In addition, as we increase our international

sales and business, we may engage with additional business partners and third-party intermediaries to

sell our products abroad and to obtain necessary permits, licenses and other regulatory approvals. We or

our third-party intermediaries may have direct or indirect interactions with officials and employees of

government agencies or state owned or affiliated entities. We can be held liable for the corrupt or other

illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners

and agents, even if we do not explicitly authorize or have actual knowledge of such activities.

Noncompliance with anti-corruption and anti-money laundering laws could subject us to whistleblower

complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement

of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension or

debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse

media coverage and other collateral consequences. If any subpoenas or investigations are launched, or

governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal

litigation, our business, results of operations and financial condition could be materially harmed. In

addition, responding to any action will likely result in a materially significant diversion of management’s

attention and resources and significant defense and compliance costs and other professional fees. In

certain cases, enforcement authorities may even cause us to appoint an independent compliance monitor,

which can result in added costs and administrative burdens. As a general matter, enforcement actions

and sanctions could harm our business, financial condition, results of operations and prospects.

Table of Contents

We are subject to governmental export and import controls that could impair our ability to

compete in international markets due to licensing requirements and subject us to liability if we are

not in compliance with applicable laws.

Our products are subject to export control and import laws and regulations, including the U.S. Export

Administration Regulations, U.S. Customs regulations and various economic and trade sanctions

regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. Exports of

our products must be made in compliance with these laws and regulations. If we fail to comply with these

laws and regulations, we and certain of our employees could be subject to substantial civil or criminal

penalties, including: the possible loss of export or import privileges; fines, which may be imposed on us

and responsible employees or managers; and, in extreme cases, the incarceration of responsible

employees or managers. Obtaining the necessary authorizations, including any required license, for a

particular sale may be time consuming, is not guaranteed and may result in the delay or loss of sales

opportunities. In addition, changes in our products or changes in applicable export or import regulations

may create delays in the introduction and sale of our products in international markets, prevent our

customers with international operations from deploying our products or, in some cases, prevent the export

or import of our products to certain countries, governments or persons altogether. Any change in export or

import regulations, shift in the enforcement or scope of existing regulations or change in the countries,

governments, persons or technologies targeted by such regulations, could also result in decreased use of

our products, or in our decreased ability to export or sell our products to existing or potential customers

with international operations. Any decreased use of our products or limitation on our ability to export or

sell our products would likely adversely affect our business.

Furthermore, we incorporate encryption technology into certain of our products. Various countries

regulate the import of certain encryption technology, including through import permitting and licensing

requirements, and have enacted laws that could limit our ability to distribute our products or could limit our

customers’ ability to implement our products in those countries. Encrypted products and the underlying

technology may also be subject to export control restrictions. Governmental regulation of encryption

technology and regulation of imports or exports of encryption products, or our failure to obtain required

import or export approval for our products, when applicable, could harm our international sales and

adversely affect our revenue. Compliance with applicable regulatory requirements regarding the export of

our products, including with respect to new releases of our products, may create delays in the introduction

of our products in international markets, prevent our customers with international operations from

deploying our products throughout their globally distributed systems or, in some cases, prevent the export

of our products to some countries altogether.

Moreover, U.S. export control laws and economic sanctions programs prohibit the shipment of certain

products and services to countries, governments and persons that are subject to U.S. economic

embargoes and trade sanctions. Any violations of such economic embargoes and trade sanction

regulations could have negative consequences, including government investigations, penalties and

reputational harm.

Any future litigation against us could be costly and time-consuming to defend.

We have been in the past, and we may become in the future, subject to legal proceedings and claims that

arise in the ordinary course of business, such as claims brought by our third-party vendors, our customers

or their patients in connection with contractual disputes or the use of our Heartflow Platform, claims

brought by us or by competitors related to intellectual property or employment claims made by our current

or former employees. Litigation might result in substantial costs and may divert management’s attention

and resources, which might seriously harm our business, financial condition, results of operations and

prospects. Insurance might not cover such claims, might not provide sufficient payments to cover all the

costs to resolve one or more such claims, and might not continue to be available at all or on terms

acceptable to us (including premium increases or the imposition of large deductible or co-insurance

requirements). A claim brought against us that is uninsured or underinsured could result in unanticipated

costs, potentially harming our business, financial condition, results of operations and prospects. In

Table of Contents

addition, we cannot be sure that our existing insurance coverage will continue to be available on

acceptable terms or at all or that our insurers will not deny coverage as to any future claim.

Risks Related to our Intellectual Property

If we are unable to obtain and maintain sufficient intellectual property rights, or the scope of our

rights is not sufficiently broad, third parties could develop and commercialize technology and

products similar or identical to ours, and our ability to successfully commercialize our technology

and products may be adversely affected.

Our commercial success will depend, in part, on our ability to continue obtaining and maintaining

intellectual property protection for our technology and products, in both the United States and certain

other countries, successfully defending this intellectual property against third-party challenges and

successfully enforcing this intellectual property to prevent third-party infringement. We rely upon a

combination of patents, trade secrets, know-how, copyrights, trademarks, license agreements and

contractual provisions to establish our intellectual property rights and protect our products.

Our ability to protect our technologies and products from unauthorized or infringing use by third parties

depends in substantial part on our ability to obtain and maintain valid and enforceable patents in both the

United States and certain other countries. The patent positions of medical technology and software

companies can be highly uncertain and involve complex legal, scientific and factual questions for which

important legal principles remain unresolved. In addition, the patent prosecution process is expensive,

time-consuming and complex, and we may not be able to file, prosecute, maintain, enforce, defend or

license all necessary or desirable patents or patent applications at a reasonable cost or in a timely

manner, or in all jurisdictions.

We cannot guarantee that any patents will issue from any pending or future patent applications owned by

or licensed to us, or if issued, the breadth of such patent coverage. In particular, during prosecution of any

patent application, the issuance of any patents based on the application may depend upon our ability to

generate additional preclinical or clinical data that support the patentability of our proposed claims. We

may not be able to generate sufficient additional data on a timely basis, or at all. It is also possible that we

may fail to identify patentable aspects of inventions made in the course of our development and

commercial activities before it is too late to obtain patent protection on such inventions. If we fail to timely

file for patent protection in any jurisdiction, we may be precluded from doing so at a later date.

The issuance of a patent is not conclusive as to its inventorship, ownership, scope, validity or

enforceability, and our owned or licensed patents may be challenged in the courts or the patent offices of

the United States or abroad. Such challenges may result in a loss of exclusivity or in the patent’s claims

being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop

third parties from using or commercializing similar or identical products, or limit the duration of patent

protection for our technology and products. In addition, changes in either the patent laws, implementing

regulations or interpretations of patent laws in the United States or foreign countries may diminish the

value of our patent rights.

Even if unchallenged, our owned or licensed patents may not provide us with exclusivity or commercial

value for our products or any significant protection against competitive products or prevent others from

designing around our claims. Our competitors might conduct research and development activities in

countries where we do not have patent rights (or in those countries where we do, under safe harbor

provisions) and then use the information learned from such activities to develop competitive products for

sale in our major commercial markets. Further, if we encounter delays in regulatory approvals, the period

of time during which we could market our products under patent protection could be reduced. Any of

these outcomes could impair our ability to prevent competition from third parties, which may have an

adverse impact on our business.

Patent applications are generally maintained in confidence until publication. In the United States, for

example, patent applications are maintained in secrecy for up to 18 months after their filing. Similarly,

Table of Contents

publication of discoveries in scientific or patent literature often lag behind actual discoveries.

Consequently, we cannot be certain that we or our licensors were the first to invent, or the first to file

patent applications on our products. There is also no assurance that all of the potentially relevant prior art

relating to our patents and patent applications has been found, which could be used by a third party to

challenge validity of our patents or prevent a patent from issuing from a pending patent application.

In addition to patents, proprietary trade secrets and unpatented know-how are important to our business.

For information about risks related to these intellectual property rights, see the risk factor titled “If we are

unable to protect the disclosure and use of our confidential information and trade secrets, the value of our

products and technologies and our business and competitive position could be harmed” below. We also

rely on the trademarks we own to distinguish our products from the products of our competitors. We

cannot guarantee that any trademark applications filed by us will be approved. Third parties may also

oppose or attempt to cancel our trademark applications or trademarks, or otherwise challenge our use of

the trademarks. In the event that the trademarks we use are successfully challenged, we could be forced

to rebrand our products, which could result in loss of brand recognition, and could require us to devote

resources to advertising and marketing new brands. Competitors or other parties may adopt trade names

or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to

market confusion.

Further, we cannot provide assurance that competitors will not infringe the trademarks we use, or that we

will have adequate resources to enforce these trademarks. If we attempt to enforce our trademarks and

assert trademark infringement claims, a court may determine that the marks we have asserted are invalid

or unenforceable, or that the party against whom we have asserted trademark infringement has superior

rights to the marks in question. In this case, we could ultimately be forced to cease use of such

trademarks. We may license our trademarks and trade names to third parties, such as distributors.

Though these license agreements may provide guidelines for how our trademarks and trade names may

be used, a breach of these agreements or misuse of our trademarks and trade names by our licensees

may jeopardize our rights in or diminish the goodwill associated with our trademarks and trade names.

Over the long term, if we are unable to establish name recognition based on our trademarks and trade

names, then we may not be able to compete effectively and our business may be adversely affected.

For information about risks related to our inability to protect our intellectual property rights outside the

United States, see the risk factor titled “We may not be able to adequately protect our intellectual property

rights throughout the world” below.

If we are unable to protect the disclosure and use of our confidential information and trade

secrets, the value of our products and technologies and our business and competitive position

could be harmed.

In addition to patent protection, we also rely on other intellectual property rights, including trade secrets,

know-how, and/or other proprietary information that is not patentable or that we elect not to patent.

However, trade secrets can be difficult to protect, and some courts are less willing or unwilling to protect

trade secrets. Although we have taken steps to protect our trade secrets and unpatented know-how,

including by entering into confidentiality agreements with third parties, and proprietary information and

invention agreements with our employees, consultants and advisors, third parties may still obtain this

information or we may be unable to protect our rights. There can be no assurance that binding

agreements will not be breached, that we would have adequate remedies for any breach, or that our trade

secrets and unpatented know-how will not otherwise become known or be independently discovered by

our competitors. We also seek to preserve the integrity and confidentiality of our data and trade secrets

by maintaining physical security of our premises and physical and electronic security of our information

technology systems. While we have confidence in these individuals, organizations and systems, our

security measures may be breached, and we may not have adequate remedies for any such breach.

If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we

would have no right to prevent them, or those to whom they communicate it, from using that information to

compete with us. Any exposure of our trade secrets and other proprietary information would impair our

Table of Contents

competitive advantages and could have a material adverse effect on our business, financial condition,

results of operations and prospects. In particular, a failure to protect our proprietary rights may allow

competitors to copy our products or technologies, which could adversely affect our pricing and market

share. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products

or technologies that we consider proprietary.

Costly and time-consuming litigation could be necessary to enforce and determine the scope of our trade

secret rights and related confidentiality, non-disclosure and non-use provisions, and outcomes of such

litigation are unpredictable. Enforcing a claim that a party illegally disclosed, used or misappropriated a

trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. While we

use commonly accepted security measures, trade secret claims are often based on a combination of

federal and state law in the United States, and the criteria for protection of trade secrets can vary among

different jurisdictions. If the steps we have taken to maintain our trade secrets are deemed inadequate,

we may have insufficient recourse against third parties for misappropriating the trade secret. In addition,

agreement terms that address non-competition are difficult to enforce in many jurisdictions and might not

be enforceable in certain cases. Even if we were to be successful in the enforcement of our claims, we

may not be able to obtain adequate remedies.

Reliance on third parties requires us to share our trade secrets, which increases the possibility

that a competitor will discover them or that our trade secrets will be misappropriated or disclosed

to others.

Any collaboration or other engagement with third parties for the development of our products may require

us, at times, to share trade secrets with them. We may also conduct joint research and development

programs that may require us to share trade secrets under the terms of our research and development

partnerships or similar agreements. We seek to protect our trade secrets and other proprietary technology

in part by entering into confidentiality agreements with third parties prior to beginning research or

disclosing proprietary information. These agreements typically limit the rights of the third parties to use or

disclose our confidential information, including our trade secrets. Despite the contractual provisions

employed when working with third parties, the need to share trade secrets and other confidential

information increases the risk that such trade secrets become known by our competitors, are

inadvertently incorporated into the technology of others, or are disclosed or used in violation of these

agreements. Given that our proprietary Heartflow Platform is based, in part, on our know-how and trade

secrets, a competitor’s discovery of our trade secrets or other unauthorized use or disclosure could have

an adverse effect on our business, financial condition, results of operations and prospects.

In addition, these agreements typically restrict the ability of our advisors, employees, third-party

contractors and consultants to publish data potentially relating to our trade secrets. Despite our efforts to

protect our trade secrets, we may not be able to prevent the unauthorized disclosure or use of our

technical know-how or other trade secrets by the parties to these agreements. Moreover, we cannot

guarantee that we have entered into such agreements with each party that may have or have had access

to our confidential information or proprietary technology and processes. Monitoring unauthorized uses

and disclosures is difficult, and we do not know whether the steps we have taken to protect our

proprietary technologies will be effective. If any of the collaborators, scientific advisors, employees,

contractors and consultants who are parties to these agreements breaches or violates the terms of any of

these agreements, we may not have adequate remedies for any such breach or violation, and we could

lose our trade secrets as a result. Moreover, if confidential information that is licensed or disclosed to us

by our partners, collaborators, or others is inadvertently disclosed or subject to a breach or violation, we

may be exposed to liability to the owner of that confidential information. Enforcing a claim that a third

party illegally obtained and is using our trade secrets, like patent litigation, is expensive and time

consuming, and the outcome is unpredictable. In addition, courts outside the United States are

sometimes less willing to protect trade secrets, and we may need to share our trade secrets and

proprietary know-how with current or future partners, collaborators, contractors and others located in

countries at heightened risk of theft of trade secrets, including through direct intrusion by private parties or

foreign actors, and those affiliated with or controlled by state actors.

Table of Contents

Obtaining and maintaining our patent protection depends on compliance with various procedural,

document submission, fee payment and other requirements imposed by governmental patent

agencies, and our patent protection could be reduced or eliminated for noncompliance with these

requirements.

The U.S. Patent and Trademark Office (“USPTO”) and various foreign governmental patent agencies

require compliance with a number of procedural, documentary, fee payment and other similar provisions

during the patent application process. In addition, periodic maintenance fees, renewal fees, annuity fees,

and various other government fees on patents and/or applications will be due to be paid to the USPTO

and various governmental patent agencies outside of the United States over the lifetime of our patents

and/or applications and any patent rights we may obtain in the future. We have systems in place to

remind us to pay these fees, and we employ outside firms to remind us to pay annuity fees due to patent

agencies on our patents and pending patent applications. In many cases, an inadvertent lapse can be

cured by payment of a late fee or by other means in accordance with the applicable rules. However, there

are situations in which noncompliance can result in abandonment or lapse of the patent or patent

application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an

event, our competitors might be able to enter the relevant market, which would have an adverse effect on

our business. Noncompliance events that could result in abandonment or lapse of a patent or patent

application include failure to respond to official actions within prescribed time limits, non-payment of fees

and failure to properly legalize and submit formal documents.

Changes in patent law, precedents and policies in the United States and other jurisdictions could

diminish the value of patents in general, thereby impairing our ability to protect our products.

Our ability to obtain patents is highly uncertain because, to date, some legal principles remain unresolved,

and there has not been a consistent policy regarding the breadth or interpretation of claims allowed in

patents in the United States. Furthermore, the specific content of patents and patent applications that are

necessary to support and interpret patent claims is highly uncertain due to the complex nature of the

relevant legal, scientific, and factual issues. The United States Supreme Court has ruled on several

patent cases in recent years, either narrowing the scope of patent protection available in certain

circumstances or weakening the rights of patent owners in certain situations. Changes in either the patent

laws or interpretations of patent laws in the United States or other jurisdictions may diminish the value of

our intellectual property. In the United States, in certain circumstances, court rulings may narrow the

scope of patent protection and weaken the rights of patent owners. We cannot predict how decisions by

the courts, the U.S. Congress, the USPTO or changes in the patent laws of other jurisdictions may impact

the value of our patents. Changes in the laws, regulations, precedents and procedures governing patents

could have a material adverse effect on our existing patent portfolio and our ability to protect and enforce

our intellectual property in the future, which could have a material adverse effect on our business,

financial condition, results of operations and prospects.

Further, patent coverage in medical devices and technologies is a subject of evolution and differences

between countries. This is especially true of the definition of patentable subject matter which affects both

computer-related inventions and biological inventions. This evolution may cause current granted patents

to be considered non-patent eligible or prevent us from protecting future inventions. U.S. Supreme Court

and Federal Circuit Court decisions interpreting and/or limiting the scope of patentable subject matter

under 35 U.S.C. § 101, in addition to examination guidelines from the USPTO, have made it more difficult

for patentees to obtain and/or maintain patent claims in the United States that are directed to medical

technologies involving computer-implemented applications. Several precedential decisions regarding

patentable subject matter are of particular relevance to patents in the computer-implemented applications

space. Our efforts to seek patent protection for our technologies and products may be impacted by the

evolving case law and guidance or procedures issued by the USPTO or authorities in other jurisdictions

based on such evolving case law.

Similarly, changes in patent laws and regulations in other countries or jurisdictions, changes in the

governmental bodies that enforce them or changes in how the relevant governmental authority enforces

Table of Contents

patent laws or regulations may weaken our ability to obtain new patents or to enforce patents that we may

obtain in the future. For example, the complexity and uncertainty of European patent laws have also

increased in recent years. In Europe, a new unitary patent system took effect June 1, 2023, which

significantly impacts European patents, including those granted before the introduction of the new unitary

patent system. Under the unitary patent system, European applications have the option, upon grant of a

patent, of becoming a Unitary Patent which will be subject to the jurisdiction of the Unitary Patent Court

(“UPC”). As the UPC is a new court system, there is limited precedent for the court, increasing the

uncertainty of any litigation. Patents granted before the implementation of the UPC have the ability to opt

out of the jurisdiction of the UPC and remain as national patents in the UPC countries. The UPC will

provide our competitors with a new forum to centrally revoke European patents and allow for the

possibility of a competitor to obtain pan-European injunctions since patents that remain under the

jurisdiction of the UPC will be potentially vulnerable to a single UPC-based revocation challenge that, if

successful, could invalidate the patent in all countries who are signatories to the UPC. We cannot predict

with certainty the long-term effects of any potential changes.

Further, the laws of some foreign countries do not protect proprietary rights to the same extent or in the

same manner as the laws of the United States and Europe. As a result, we may encounter significant

problems in protecting and defending our intellectual property both in the United States and abroad. For

example, if the issuance in a given country of a patent covering an invention is not followed by the

issuance in other countries of patents covering the same invention, or if any judicial interpretation of the

validity, enforceability or scope of the claims or the written description or enablement, in a patent issued in

one country is not similar to the interpretation given to the corresponding patent issued in another country,

our ability to protect our intellectual property in those countries may be limited. Changes in either patent

laws or in interpretations of patent laws in the United States and other countries may materially diminish

the value of our intellectual property or narrow the scope of our patent protection.

In addition, on September 16, 2011, the Leahy-Smith America Invents Act (the “Leahy-Smith Act”) was

signed into law. The Leahy-Smith Act includes a number of significant changes to U.S. patent law.

Assuming that other requirements for patentability are met, prior to March 16, 2013, in the United States,

the first to invent the claimed invention was entitled to the patent, while outside the United States, the first

to file a patent application was entitled to the patent. On or after March 16, 2013, under the Leahy-Smith

Act, the United States transitioned to a first inventor to file system in which, assuming that other

requirements for patentability are met, the first inventor to file a patent application will be entitled to the

patent on an invention regardless of whether a third party was the first to invent the claimed invention.

Under this system, a third party that files a patent application in the USPTO before us could be awarded a

patent covering an invention of ours even if we had made the invention before it was made by such third

party. Since patent applications in the United States and most other countries are confidential for a period

of time after filing or until issuance, we cannot be certain that we or our licensors were the first to either (i)

file any patent application related to our products or (ii) invent any of the inventions claimed in our or our

licensors’ patents or patent applications.

The Leahy-Smith Act also changed the way patent applications are prosecuted, including by allowing

third-party submission of prior art to the USPTO during patent prosecution and additional procedures to

challenge the validity of a patent by USPTO administered post-grant proceedings to attack the validity of

a patent. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary

standard in U.S. federal courts necessary to invalidate a patent claim, a third party could potentially

provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the

same evidence might not be sufficient to invalidate the claim if presented in a federal court action.

Accordingly, third parties may use USPTO proceedings to invalidate our patent claims that would not have

been invalidated if first challenged in a district court action. Therefore, the Leahy-Smith Act and its

implementation could increase the uncertainties and costs surrounding the prosecution of our patent

applications and the enforcement or defense of our issued patents, which could have a material adverse

effect on our business, financial condition, results of operations and prospects.

Table of Contents

We may not be able to adequately protect our intellectual property rights throughout the world.

Our patent portfolio includes patents and patent applications in countries outside of the United States,

including Japan, Korea, China, Canada, Australia, Israel, India and countries in Europe. The requirements

for patentability differ from country to country, the breadth of allowed patent claims can be inconsistent,

the scope of coverage provided by these patents varies and the laws of some foreign countries may not

protect our intellectual property rights to the same extent as laws in the United States. In addition, filing,

prosecuting and defending patents on our products in all countries throughout the world would be

prohibitively expensive. For those countries where we do not have granted patents, we may not have any

ability to prevent the unauthorized sale of our products.

In addition, we may decide to abandon national and regional patent applications before they are granted.

The examination of each national or regional patent application is an independent proceeding. As a result,

patent applications in the same family may issue as patents in some jurisdictions, such as in the United

States, but may issue as patents with claims of different scope or may even be refused in other

jurisdictions. It is also quite common that depending on the country, the scope of patent protection may

vary for the same product or technology. For example, certain jurisdictions do not allow for patent

protection with respect to methods of treatment.

Consequently, we may not be able to prevent third parties from practicing our inventions in all countries

outside the United States. Competitors may use our technologies in jurisdictions where we have not

obtained patent protection to develop their own products and, further, may export otherwise infringing

products to territories in which we have patent protection that may not be sufficient to terminate infringing

activities. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the

world may be inadequate to obtain a significant commercial advantage from the intellectual property that

we develop or license.

Many countries have compulsory licensing laws under which a patent owner may be compelled to grant

licenses to third parties, government agencies or government contractors. In these countries, the patent

owner may have limited remedies, which could materially diminish the value of such patent. If we or any

of our licensors is forced to grant a license to third parties with respect to any patents relevant to our

business, our competitive position may be impaired, and our business, financial condition, results of

operations and prospects may be adversely affected.

We do not seek or have patent rights in certain foreign countries in which a market may exist. Accordingly,

our efforts to protect our intellectual property rights in such countries may be inadequate, which may have

an adverse effect on our ability to successfully commercialize our products in all of our expected

significant foreign markets. Moreover, in foreign jurisdictions where we do have patent rights, proceedings

to enforce such rights could result in substantial costs and divert our efforts and attention from other

aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, and

could put our patent applications at risk of not issuing. Additionally, such proceedings could provoke third

parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or

other remedies awarded, if any, may not be commercially meaningful. Thus, we may not be able to stop a

competitor from marketing and selling in foreign countries products that are the same as or similar to our

products, and our competitive position in the international market would be harmed.

We may be involved in lawsuits to protect or enforce our patents or other intellectual property, or

the patents of our licensors, which could be expensive, time consuming and unsuccessful.

Competitors or other third parties may infringe, misappropriate or otherwise violate our owned or licensed

patents, trade secrets or other intellectual property. To counter infringement or unauthorized use, we may

be compelled to file infringement or misappropriation claims, which can be expensive and time

consuming. We do not carry intellectual property insurance that would cover such claims. In certain

circumstances it may not be practicable or cost effective for us to enforce our intellectual property rights

fully, particularly in certain developing countries or where the initiation of a claim might harm our business

relationships. If we initiate legal proceedings against a third party to enforce a patent covering our

Table of Contents

products, the defendant could counterclaim that our patent(s) are invalid and/or unenforceable. In patent

litigation in the United States, counterclaims alleging invalidity and/or unenforceability are common, and

there are numerous grounds upon which a third party can assert invalidity or unenforceability of a patent.

In an infringement proceeding, a court may decide that a patent we own or license is not valid, is

unenforceable or is not infringed, or may refuse to stop the other party from using the technology at issue

on the grounds that our patents do not cover the technology in question. The outcome following legal

assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for

example, we cannot be certain that there is no invalidating prior art. If a defendant were to prevail on a

legal assertion of invalidity and/or unenforceability, we may lose some, and perhaps all, of the patent

protection covering our products. An adverse result in any litigation or defense proceeding could put one

or more of our patents at risk of being invalidated or interpreted narrowly, could put our patent

applications at risk of not issuing and could have a material adverse impact on our business.

Our defense of litigation may fail and, even if successful, may result in substantial costs and distract our

management and other employees. Even if we establish infringement, the court may decide not to grant

an injunction against further infringing activity and instead award only monetary damages, which may or

may not be an adequate remedy. For example, the amount of any monetary damages may be inadequate

to compensate us for damage as a result of the infringement and the proceedings. We may not be able to

prevent, alone or with our suppliers, misappropriation of intellectual property rights important to our

business, particularly in countries where the laws may not protect those rights as fully as in the United

States.

Furthermore, because of the substantial amount of discovery required in connection with intellectual

property litigation, there is a risk that some of our confidential information could be compromised by

disclosure during this type of litigation. There could also be public announcements of the results of

hearings, motions or other interim proceedings or developments. If securities analysts or investors

perceive these results to be negative, it could have an adverse effect on the price of our common stock.

Third-party defendants may challenge any patent we own or in-license through adversarial proceedings in

the issuing offices, which could result in the invalidation or unenforceability of some or all of the relevant

patent claims. If a third party asserts a substantial new question of patentability against any claim of a

U.S. patent we own or license, the USPTO may grant a request for reexamination, which may result in a

loss of scope of some claims or a loss of the entire patent. The adoption of the Leahy-Smith Act has

established additional opportunities for third parties to invalidate U.S. patent claims, including inter partes

review and post grant review, on the basis of lower legal standards than reexamination and additional

grounds. Outside of the United States, patents we own or license may become subject to patent

opposition or similar proceedings, which may result in loss of scope of some claims or loss of the entire

patent. Participation in adversarial proceedings is very complex, expensive and may divert our

management’s attention from our core business and may result in unfavorable outcomes that could

adversely affect our ability to prevent third parties from competing with us.

We may be subject to claims challenging the inventorship or ownership of our patents and other

intellectual property rights or alleging that we have violated the intellectual property rights or

other proprietary rights of third parties.

Our commercial success depends, in part, upon our ability to develop, manufacture, market and sell our

products and use our proprietary technologies without infringing the proprietary rights and intellectual

property of third parties. The medical device industry is characterized by extensive and complex litigation

regarding patents and other intellectual property rights. We may be exposed to, or threatened with, future

litigation by third parties having patent or other intellectual property rights alleging that our products or

proprietary technologies infringe on their intellectual property rights. There is a risk that third parties may

choose to engage in litigation with us to enforce or to otherwise assert their patent rights against us. Even

if we believe such claims are without merit, a court of competent jurisdiction could hold that these third-

party patents are valid, enforceable and infringed, which could have a negative impact on our ability to

commercialize our products. This includes litigation, or threatened litigation, with non-practicing entities

Table of Contents

that have no relevant product revenue and against whom our own patent portfolio may have no deterrent

effect. The legal threshold for initiating litigation or contested proceedings is low, so that even lawsuits or

proceedings with a low probability of success might be initiated and require significant resources to

defend.

We may also be subject to claims that former employees, collaborators or other third parties have an

ownership interest in our patent rights or other intellectual property, for example, based on conflicting

obligations of consultants or others who are involved in developing our products. Although it is our policy

to require our employees and contractors who may be involved in the conception or development of

intellectual property to execute agreements assigning such intellectual property to us, we may be

unsuccessful in executing such an agreement with each party who, in fact, conceives or develops

intellectual property that we regard as our own, and we cannot be certain that our agreements with such

parties will be upheld in the face of a potential challenge, or that they will not be breached, for which we

may not have an adequate remedy. The assignment of intellectual property rights may not be self-

executing or the assignment agreements may be breached, and litigation may be necessary to defend

against these and other claims challenging inventorship or ownership. If we fail in defending any such

claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such

as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a

material adverse effect on our business. Even if we are successful in defending against such claims,

litigation could result in substantial costs and be a distraction to management and other employees.

We employ individuals who were previously employed at other medical technology companies. In

addition, we use publications that are subject to copyright, as well as proprietary information and

materials from third parties in our research. Some of the information and materials we use from third

parties may be subject to agreements that include restrictions on use or disclosure. Although we strive to

ensure proper safeguards, we cannot guarantee strict compliance with such agreements, nor can we be

sure that our employees, consultants and advisors do not use proprietary information, materials or know-

how of others in their work for us. In addition, we may be subject to claims that we or our employees,

consultants or independent contractors have inadvertently or otherwise used or disclosed alleged trade

secrets or other proprietary information of former employers or other third parties. Although we have

procedures in place that seek to prevent our employees and consultants from using the intellectual

property, proprietary information, know how or trade secrets of others in their work for us, we may in the

future be subject to claims that we caused an employee to breach the terms of his or her non-competition

or non-solicitation agreement, or that we or these individuals have, inadvertently or otherwise, used or

disclosed the alleged trade secrets or other proprietary information of a former employer or competitor.

We may also be subject to claims that former employers or other third parties have an ownership interest

in our future patents. In addition, we may be subject to claims that we are infringing other intellectual

property rights, such as trademarks or copyrights, and to the extent that our employees, consultants or

contractors use intellectual property or proprietary information owned by others in their work for us,

disputes may arise as to the rights in related or resulting know-how and inventions. Litigation may be

necessary to defend against these claims. There is no guarantee of success in defending these claims,

and even if we are successful, litigation could result in substantial cost and be a distraction to our

management and other employees.

An unfavorable outcome for any such claim could require us to cease using the related technology or to

attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing

party does not offer us a license on commercially reasonable terms.

If a third party claims that we infringe its intellectual property rights, we may face a number of issues,

including:

•infringement and other intellectual property claims which, regardless of merit, may be expensive and

time consuming to litigate and may divert our management’s attention from our core business;

Table of Contents

•substantial damages for infringement, which we may have to pay if a court decides that the product at

issue infringes or violates the third party’s rights, and if the court finds that the infringement was

willful, we could be ordered to pay treble damages and the patent owner’s attorneys’ fees;

•a court prohibiting us from selling or licensing the product unless the third-party licenses its product

rights to us, which it is not required to do;

•if a license is available from a third party, we may have to pay substantial royalties, upfront fees or

grant cross licenses to intellectual property rights for our products; and

•redesigning our products or processes so they do not infringe, which may not be possible or may

require substantial monetary expenditures and time.

In order to successfully challenge the validity of a U.S. patent in federal court, we would need to

overcome a presumption of validity. As this burden is a high one requiring us to present clear and

convincing evidence as to the invalidity of any such U.S. patent claim, there is no assurance that a court

of competent jurisdiction would invalidate the claims of any such U.S. patent. Foreign courts will have

similar burdens to overcome in order to successfully challenge a third-party claim of patent infringement.

Some of our competitors may be able to sustain the costs of complex patent litigation more effectively

than we can because they have substantially greater resources. In addition, any uncertainties resulting

from the initiation and continuation of any litigation could have an adverse effect on our ability to raise

additional funds or on our business, financial condition, results of operations and prospects.

The terms of our patents may not be sufficiently long to effectively protect our products and

business.

Patents have a limited lifespan. In the United States, the natural expiration of a patent is generally 20

years after its first effective non-provisional filing date, but can be shorter due to terminal disclaimers or

similar term reductions in other jurisdictions. Although various extensions may be available, the term of a

patent, and the protection it affords, is limited. Even if patents covering our technologies or products are

obtained, once the patent term has expired, we may be open to competition. In addition, although upon

issuance in the United States, a patent’s term can be increased based on certain delays caused by the

USPTO, this increase can be reduced or eliminated based on certain delays caused by the patent

applicant during patent prosecution. Given the amount of time required for the development, testing and

regulatory review of products, patents protecting such potential products might expire before or shortly

after such products are commercialized. If we do not have sufficient patent life to protect our technologies

and products, our business, financial condition, results of operations and prospects will be adversely

affected.

If we do not obtain additional protection under the Hatch-Waxman Amendments or similar foreign

legislation, our business may be materially affected.

Depending upon the timing, duration and specifics of FDA marketing approval for our future products, one

or more of our U.S. patents may be eligible for limited patent term restoration under the Drug Price

Competition and Patent Term Restoration Act of 1984 (the “Hatch-Waxman Amendments”). The Hatch-

Waxman Amendments permit a patent term extension of up to five years beyond the normal expiration of

the patent as compensation for patent term lost during product development and the FDA regulatory

review process, which is limited to the approved indication (or any additional indications approved during

the period of extension). This extension is limited to one patent that covers the approved product, the

approved use of the product, or a method of manufacturing the product. A patent term extension cannot

extend the remaining term of a patent beyond a total of 14 years from the date of product approval, and

only those claims covering such approved product, a method for using it or a method for manufacturing it

may be extended. However, the applicable authorities, including the FDA and the USPTO in the United

States, and any equivalent regulatory authority in other countries or areas, may not agree with our

assessment of whether such extensions are available and may refuse to grant extensions to our patents,

or may grant more limited extensions than we request. We may not be granted an extension because of,

Table of Contents

for example, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant

patents or otherwise failing to satisfy applicable requirements. Moreover, the applicable time period or

scope of patent protection afforded could be less than we request. If we are unable to obtain patent term

extension or restoration of the term of any such extension is less than we request, our competitors may

obtain approval for competing products following our patent expiration, and our ability to generate

revenues may be adversely affected.

Open-source software licenses often impose unanticipated or unclear restrictions on us or could

expose us to litigation, and using open-source software has inherent risks, any of which could

impair our ability to successfully commercialize the Heartflow Platform.

Our technology platform implements software modules licensed to us by third parties under “open source”

licenses. The terms of many open source licenses have not been interpreted by U.S. courts, and there is

a risk that these licenses could be construed in ways that could impose unanticipated conditions or

restrictions on our ability to commercialize our products. Moreover, we cannot be certain that our

processes for controlling our use of open-source software in connection with our products will be

effective. From time to time, we may face claims from third parties asserting ownership of, or demanding

release of, the open-source software or derivative works that we developed using such software (which

could include our proprietary source code), or otherwise seeking to enforce the terms of the applicable

open source license. These claims could result in litigation. If we are held to have breached the terms of

an open source software license, we could be required to seek licenses from third parties to continue

offering our products on terms that are not economically feasible, to re-engineer our proprietary code, to

discontinue the sale of our products if re-engineering could not be accomplished on a timely or cost

effective basis, or to make generally available, in source code form, our proprietary code, any of which

could adversely affect our business, financial condition, results of operations and prospects.

The use of open-source software may entail greater risks than the use of third-party commercial software,

as open source licensors generally do not provide warranties or other contractual protections regarding

infringement or the quality or ownership of the code. Many of these risks cannot be eliminated, and could,

if not properly addressed, negatively affect our business. We cannot be sure that all open source software

is submitted for approval prior to use in connection with our products.

In addition, some open-source licenses contain requirements that we make available source code for

modifications or derivative works we create based upon the type of open-source software we use. If we

combine our proprietary software with open-source software in a certain manner, we could, under certain

open-source licenses, be required to release portions of the source code of our proprietary software to the

public. This would allow our competitors to create similar products with less development effort and time

and ultimately could result in a loss of sales for us.

Intellectual property rights do not necessarily address all potential threats to our competitive

advantage.

The degree of future protection afforded by our intellectual property rights is uncertain because

intellectual property rights have limitations and may not adequately protect our business or permit us to

maintain our competitive advantage. The following examples are illustrative:

•others may be able to make products that are similar to or otherwise competitive with our potential

products but that are not covered by the claims of our current or future patents;

•an in-license necessary for the manufacture, use, sale, offer for sale or importation of one or more of

our potential products may be terminated by the licensor;

•we or future collaborators might not have been the first to make the inventions covered by our issued

or future issued patents or our pending patent applications;

•we or future collaborators might not have been the first to file patent applications covering certain of

our inventions;

Table of Contents

•others may independently develop similar or alternative technologies or duplicate any of our

technologies without infringing our intellectual property rights;

•it is possible that our pending patent applications will not lead to issued patents;

•issued patents that we own or in-license may be held invalid or unenforceable as a result of legal

challenges by our competitors;

•issued patents that we own or in-license may not provide coverage for all aspects of our new potential

products in all countries;

•our competitors might conduct research and development activities in countries where we do not

have patent rights and then use the information learned from such activities to develop competitive

products for sale in our major commercial markets;

•we may not develop additional proprietary technologies that are patentable; and

•the patents of others may have an adverse effect on our business.

Should any of these events occur, they could significantly harm our business, results of operations and

prospects.

Risks Related to Financing and Tax Matters

We may require additional capital to support business growth, and this capital might not be

available on terms favorable to us, or at all, and may dilute ownership of our common stock for

our stockholders, including purchasers of common stock.

We intend to continue to make investments to support our business growth and may require additional

funds to respond to business challenges and opportunities, including the need to develop new products,

enhance our existing products, enhance our operating infrastructure, potentially expand internationally

and potentially acquire complementary businesses and technologies. In order to achieve these objectives,

we may make future commitments of capital resources. Accordingly, we may need to engage in equity or

debt financings to secure additional funds. If we raise additional funds through further issuances of equity

or convertible debt securities, our stockholders, including any purchasers of common stock, could suffer

significant dilution, and any new equity securities we issue could have rights, preferences and privileges

superior to those of holders of our common stock. Further, if additional financing is needed, we may not

be able to obtain additional financing on terms favorable to us or at all. Our inability to obtain adequate

financing or financing on terms satisfactory to us, when we require it, could significantly limit our ability to

continue supporting our business growth and responding to business challenges and opportunities.

Our operating results may fluctuate significantly, which makes our future operating results

difficult to predict and could cause our operating results to fall below expectations or any

guidance we may provide.

Our quarterly revenue and results of operations may fluctuate from quarter to quarter due to, among

others, the following reasons:

•the level of physicians’ acceptance and adoption of our products, and changes in the rates at which

physicians order our Heartflow FFRCT Analysis or the percentage of CCTA scans for which our

Heartflow FFRCT Analysis is ordered;

•determinations, including the timing of determinations, by payors concerning coverage and

reimbursement of our products;

•changes in coverage amounts or government and payors’ reimbursement policies;

•the timing, expense and results of research and development activities, clinical trials and any

additional regulatory approvals;

Table of Contents

•changes in AHA or ACC guidelines, or guidelines in other countries, that lower support for our

products or elevate alternative products as the preferred pathway for diagnosis and management of

CAD;

•fluctuations in our expenses associated with expanding our commercial operations and operating as

a public company;

•patients meeting their annual health insurance deductible later in the calendar year;

•the introduction of new products and technologies by our competitors;

•changes in our pricing policies or in the pricing policies of our competitors;

•the productivity of our sales and marketing teams, and their ability to identify physicians who

consistently refer appropriate patients for CCTAs in accordance with AHA and ACC guidelines;

•quality problems with our products or the Heartflow Platform; and

•the impact of catastrophic events such as a pandemic.

Because of these and other factors, it is likely that in some future period our operating results will not

meet investor expectations or those of public market analysts. Any unanticipated change in revenue or

operating results is likely to cause our stock price to fluctuate. New information may cause investors and

analysts to revalue our business, which could cause a decline in our stock price.

We are subject to risks associated with currency fluctuations, and changes in foreign currency

exchange rates could impact our results of operations.

The vast majority of our revenue and the majority of our expense and capital purchasing activities through

the six months ended June 30, 2025 were transacted in U.S. dollars. Approximately 8% and 9% of our

revenue for the three months ended June 30, 2025 and 2024, respectively, and approximately 8% and

9% of our revenue for the six months ended June 30, 2025 and 2024, respectively, was generated from

customers outside the United States. Because a portion of our operations consists of business activities

outside of the United States, we have foreign currency operating expenses as well as asset and liability

balances. During the six months ended June 30, 2025, we were exposed to foreign currency risks in

connection with our non-U.S. operations, and we anticipate that, over time, an increasing portion of our

international agreements may provide for payment denominated in foreign currencies. Changes in the

exchange rates between such foreign currencies and the U.S. dollar could therefore materially impact our

reported results of operations and distort period-to-period comparisons. Fluctuations in foreign currency

exchange rates also impact the reporting of our receivables and payables in non-U.S. currencies. As a

result of such foreign currency fluctuations, it could be more difficult to detect underlying trends in our

business and results of operations. In addition, to the extent that fluctuations in currency exchange rates

cause our results of operations to differ from our expectations or the expectations of our investors, the

trading price of our common stock could be adversely affected.

We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations. In

the future, we may engage in exchange rate hedging activities in an effort to mitigate the impact of

exchange rate fluctuations but we may not be successful in doing so. If our hedging activities are not

effective, changes in currency exchange rates may have a more significant impact on our results of

operations.

Our ability to use our net operating losses and tax credits to offset future taxable income and

taxes may be subject to certain limitations.

As of December 31, 2024, we had net operating loss (“NOL”) carryforwards of approximately $542.9

million and $435.5 million for federal and state income tax purposes, respectively, which may be utilized

against future federal and state income taxes. Federal NOL carryforwards we generated in tax years

through December 31, 2017 generally may be carried forward for 20 years and may fully offset taxable

Table of Contents

income in the year utilized, and federal NOLs we generated in tax years beginning after December 31,

2017 generally may be carried forward indefinitely but may only be used to offset 80% of our taxable

income annually for tax years beginning after December 31, 2017.

In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a

corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-

change NOLs, carryforwards and other tax attributes, such as research and development tax credits, to

offset future taxable income and taxes. In general, an ownership change occurs if the aggregate stock

ownership of certain stockholders, generally stockholders beneficially owning five percent or more of our

common stock, applying certain look through and aggregation rules, increases by more than 50% over

such stockholders’ lowest percentage ownership during the testing period, generally three years.

Purchases of our common stock in amounts greater than specified levels, which will be beyond our

control, could create a limitation on our ability to utilize our NOLs for tax purposes in the future. We

completed a Section 382 study of our historic ownership changes through December 31, 2024 and no

significant limitations were identified. In addition, future issuances or sales of our stock, including certain

transactions involving our stock that are outside of our control, could result in future “ownership changes.”

“Ownership changes” that have occurred in the past or that may occur in the future could result in the

imposition of an annual limit on the amount of pre-ownership change NOLs and other tax attributes we

can use to reduce our taxable income, potentially increasing and accelerating our liability for income

taxes, and also potentially causing those tax attributes to expire unused.

If we are limited in our ability to use our NOLs and tax credits in future years in which we have taxable

income, we will pay more taxes than if we were able to fully utilize our NOLs and tax credits, and we could

be required to pay taxes earlier than we would otherwise be required, which could cause such NOLs to

expire unused. This could adversely affect our results of operations. Furthermore, we may not be able to

generate sufficient taxable income to utilize our pre-2018 NOLs before they expire beginning in 2030. If

any of these events occur, we may not derive some or all of the expected benefits from our NOLs, and

our business, financial condition, results of operations and prospects may be adversely affected as a

result.

Our international operations subject us to potentially adverse tax consequences.

We currently report our taxable income in various jurisdictions based upon our business operations in

those jurisdictions, including in the United States, United Kingdom, and Japan. We may in the future be

subject to reporting requirements in other foreign jurisdictions. The international nature and organization

of our business activities are subject to complex transfer pricing regulations administered by taxing

authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations

as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur,

and our position were not sustained, we could be required to pay additional taxes, interest and penalties,

which could result in one time tax charges, higher effective tax rates, reduced cash flows and lower

overall profitability of our operations. We believe that our consolidated financial statements reflect

adequate reserves to cover such a contingency, but there can be no assurances in that regard.

Our effective tax rate may vary significantly from period to period.

Various internal and external factors may have favorable or unfavorable effects on our future effective tax

rate. These factors include, but are not limited to, changes in tax laws, regulations or rates, both within

and outside the United States, structural changes in our business, new accounting pronouncements or

changes to existing accounting pronouncements, non-deductible goodwill impairments, changing

interpretations of existing tax laws or regulations, changes in the relative proportions of revenue and

income before taxes in the various jurisdictions in which we operate that have different statutory tax rates,

the future levels of tax benefits of equity-based compensation, changes in overall levels of pretax

earnings or changes in the valuation of our deferred tax assets and liabilities. Additionally, we could be

challenged by state and local tax authorities as to the propriety of our sales tax compliance, and our

results could be materially impacted by these compliance determinations.

Table of Contents

In addition, our effective tax rate may vary significantly depending on the market price of our common

stock. The tax effects of the accounting for share-based compensation may significantly impact our

effective tax rate from period to period. In periods in which the market price of our common stock is higher

than the grant price of the share-based compensation vesting in that period, we will recognize excess tax

benefits that will decrease our effective tax rate. In future periods in which our stock price is lower than

the grant price of the share-based compensation vesting in that period, our effective tax rate may

increase. The amount and value of share-based compensation issued relative to our earnings in a

particular period will also affect the magnitude of the impact of share-based compensation on our effective

tax rate. These tax effects are dependent on the market price of our common stock, which we do not

control, and a decline in our stock price could significantly increase our effective tax rate and adversely

affect our financial condition.

Taxing authorities may successfully assert that we should have collected or in the future should

collect sales and use, value added or similar taxes, and we could be subject to tax liabilities with

respect to past or future sales, which could adversely affect our results of operations.

We do not collect sales and use, value added and similar taxes in all jurisdictions in which we have sales,

based on our belief that such taxes are not applicable or that we are not required to collect such taxes

with respect to the jurisdiction. Sales and use, value added and similar tax laws and rates vary greatly by

jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are

applicable, which could result in tax assessments, penalties and interest, and we may be required to

collect such taxes in the future. Such tax assessments, penalties and interest or future requirements may

adversely affect our results of operations.

Risks related to our common stock

There may not be a sustainable trading market for our common stock.

Prior to our IPO, there was no public market for our common stock. It is possible that after our IPO, an

active trading market will not develop or, if developed, that any market will not be sustained, which would

make it difficult for you to sell your shares of common stock at an attractive price or at all. An inactive

market may also impair our ability to raise capital, to attract and motivate our employees through equity

incentive awards and our ability to acquire businesses, brands, assets or technologies by using shares of

our common stock as consideration.

The market price of our common stock may be volatile, which could cause substantial losses for

investors.

The market price of our common stock may be highly volatile and could be subject to wide fluctuations,

some of which may be beyond our control, including:

•Changes in analysts’ estimates, investors’ perceptions, recommendations by securities analysts or

our failure to achieve analysts’ estimates;

•Quarterly variations in our or our competitors results of operations;

•Periodic fluctuations in our revenue, which could be due in part to the way in which we recognize

revenue;

•The financial projections we may provide to the public, any changes in these projections or our failure

to meet these projections;

•Future sales of our common stock or other securities, by us or our stockholders, as well as the

expiration of lock-up agreements;

•The trading volume of our common stock;

Table of Contents

•General market conditions and other factors unrelated to our operating performance or the operating

performance of our competitors;

•Changes in reimbursement by current or potential payors;

•Changes in operating performance and stock market valuations of other technology companies

generally, or those in the medical device industry in particular;

•Actual or anticipated changes in regulatory oversight of our products;

•The results of our clinical trials;

•The loss of key personnel, including changes in our board of directors and management;

•Legislation or regulation of our market;

•Lawsuits threatened or filed against us, including litigation by current or former employees alleging

wrongful termination, whistleblower or other claims;

•The announcement of new products or product enhancements by us or our competitors;

•Announced or completed acquisitions of businesses or technologies by us or our competitors;

•Developments in our industry; and

•Other factors described in this “Risk Factors” section and elsewhere in this Quarterly Report on Form

10-Q.

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that

have often been unrelated or disproportionate to the operating performance of listed companies. Broad

market and industry factors may significantly affect the market price of our common stock, regardless of

our actual operating performance.

In addition, in the past, stockholders have instituted securities class action litigation following periods of

market volatility. If we were to become involved in securities, it could subject us to substantial costs, divert

resources and the attention of management from our business and harm our business, results of

operations, financial condition and reputation. These factors may materially and adversely affect the

market price of our common stock.

We are an emerging growth company, and the reduced reporting requirements applicable to

emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth

company” until the earliest to occur of:

•the last day of the fiscal year during which our total annual revenue equals or exceeds $1.235 billion

(subject to adjustment for inflation);

•the last day of the fiscal year following the fifth anniversary of our IPO;

•the date on which we have, during the previous three-year period, issued more than $1 billion in non-

convertible debt; or

•the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

As a result of our “emerging growth company” status, we may take advantage of exemptions from various

reporting requirements that would otherwise be applicable to public companies including, but not limited

to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy

statements and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

Table of Contents

Investors may find our common stock less attractive because we may rely on these exemptions. If some

investors find our common stock less attractive as a result, there may be a less active trading market for

our common stock and the market price of our common stock may be adversely affected and more

volatile.

We will incur increased costs and become subject to additional regulations and requirements as a

result of becoming a public company, which could lower our profits or make it more difficult to

run our business.

As a public company, we incur significant legal, accounting and other expenses that we have not incurred

as a private company, including costs associated with public company reporting requirements. We have

also incurred and will continue to incur costs associated with the Sarbanes-Oxley Act and related rules

implemented by the SEC and the listing requirements of the Nasdaq Global Select Market. The expenses

generally incurred by public companies for reporting and corporate governance purposes have been

increasing. We expect these rules and regulations to increase our legal and financial compliance costs

and to make some activities more time-consuming and costly, although we are currently unable to

estimate these costs with any degree of certainty. These laws and regulations also could make it more

difficult or costly for us to obtain certain types of insurance, including director and officer liability

insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially

higher costs to obtain the same or similar coverage. These laws and regulations could also make it more

difficult for us to attract and retain qualified persons to serve on our board of directors, on our board

committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a

public company, we could be subject to delisting of our common stock, fines, sanctions, other regulatory

action and potentially civil litigation.

If we are unable to design, implement and maintain effective internal control over financial

reporting in the future, investors may lose confidence in the accuracy and completeness of our

financial reports and the market price of our common stock may decline.

As a public company, we will be required to maintain internal control over financial reporting and to report

any material weaknesses in such internal controls. In addition, beginning with our second annual report

on Form 10-K, we will be required to furnish a report by management on the effectiveness of our internal

control over financial reporting, pursuant to the rules and regulations of the SEC regarding compliance

with Section 404 of the Sarbanes-Oxley Act. The process of designing, implementing and testing the

internal control over financial reporting required to comply with this obligation is time consuming, costly

and complicated. We have in the past and may in the future identify control deficiencies, including

material weaknesses in our internal control over financial reporting. In connection with the preparation of

our consolidated financial statements, material weaknesses in our internal control over financial reporting

were identified as of and prior to December 31, 2023, which were remediated in connection with the

preparation of our consolidated financial statements as of and for the year ended December 31, 2024.

Any failure to maintain effective internal control over financial reporting could severely inhibit our ability to

accurately report our financial condition, results of operations or cash flows. Further, if we identify one or

more material weaknesses in our internal control over financial reporting, if we are unable to comply with

the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or if we and, if required,

our auditors, are unable to assert that our internal control over financial reporting is effective, investors

may lose confidence in the accuracy and completeness of our financial reports and the market price of

our common stock could decline, and we could also become subject to investigations by the stock

exchange on which our common stock is listed, the SEC or other regulatory authorities, which could

require additional financial and management resources. Failure to remedy any material weakness in our

internal control over financial reporting, or to implement or maintain other effective control systems

required of public companies, could also restrict our future access to the capital markets.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We are subject to the periodic reporting requirements of the Exchange Act. Our disclosure controls and

procedures are designed to reasonably ensure that information required to be disclosed by us in reports

Table of Contents

we file or submit under the Exchange Act is accumulated and communicated to management and

recorded, processed, summarized and reported within the time periods specified in the rules and forms of

the SEC. We believe that our disclosure controls and procedures as well as internal control over financial

reporting, no matter how well conceived and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system are and will be met. These inherent limitations include

the realities that judgments in decision making can be faulty and that breakdowns can occur because of

simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons,

by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of

the inherent limitations in our control system, misstatements due to error or fraud may occur and not be

detected.

If our estimates or judgments relating to our critical accounting policies are based on

assumptions that change or prove to be incorrect, our operating results could fall below our

publicly announced guidance or the expectations of securities analysts and investors, resulting in

a decline in the market price of our common stock.

The preparation of financial statements in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the

reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates

on historical experience and various other factors that we believe are reasonable under the

circumstances, the results of which form the basis for making judgments about the carrying value of

assets and liabilities that are not readily apparent from other sources. Actual results may differ from these

estimates under different assumptions or conditions and any such differences may be material. If our

assumptions change or if actual circumstances differ from our assumptions, our operating results may be

adversely affected and could fall below our publicly announced guidance or the expectations of analysts

and investors, resulting in a decline in the market price of our common stock.

Our principal stockholders and management own a significant percentage of our stock and will be

able to exert significant control over matters subject to stockholder approval.

As of August 31, 2025, our executive officers, directors, owners of more than 5% of our capital stock and

their respective affiliates beneficially owned approximately 41.8% of our outstanding shares. Therefore,

these stockholders will have the ability to influence us through this ownership position. These

stockholders may be able to determine all matters requiring stockholder approval. For example, these

stockholders may be able to control elections of directors, amendments of our organizational documents,

or approval of any merger, sale of assets or other major corporate transaction. This may prevent or

discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your

best interest as one of our stockholders.

Sales of a substantial portion of our total outstanding shares is restricted from immediate resale

but may be sold into the market in the near future, and any sales of a substantial number of

shares of our common stock could cause our stock price to decline significantly.

As of August 31, 2025, we had outstanding a total of 83,396,102 shares of common stock. Of these

shares, all of the shares of our common stock sold in our IPO, were freely tradable, without restriction, in

the public market immediately following our IPO, other than shares purchased by our “affiliates” (as such

term is defined in Rule 144 under the Securities Act).

We and each of our directors, our executive officers and substantially all of our other securityholders have

entered into lock-up agreements with the underwriters prior to the completion of our IPO or are subject to

market standoff arrangements for a period of 180 days commencing on the date of our IPO. After the

expiration of the lock-up agreements and market standoff arrangements, as of August 31, 2025, up to

approximately 64.2 million additional shares of common stock will be eligible for sale in the public market,

approximately 48.9% of which shares are owned by directors, executive officers and other owners of

more than 5% of our outstanding common stock, stock options, warrants and securities convertible into

our common stock and will be subject to Rule 144 under the Securities Act. If our existing stockholders

100

Table of Contents

sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after

the lock-up agreements, market standoff and other legal restrictions on resale in place at the time of the

IPO lapse, the trading price of our common stock could decline and such decline may be significant.

Based upon the number of shares outstanding as of August 31, 2025, the holders of approximately 55.8

million shares of our common stock, or approximately 67% of our total outstanding common stock, will be

entitled to rights with respect to the registration of their shares under the Securities Act, subject to the

lock-up agreements and market standoff restrictions described above. Registration of these shares under

the Securities Act would result in the shares becoming freely tradable without restriction under the

Securities Act, except for shares purchased by affiliates. Any sales of securities by these stockholders or

any perception that these shares may be sold could reduce the market price of our common stock, which

price decline may be significant. In addition, a security holder who is not subject to market standoff

restrictions with us nor a lock-up agreement with the underwriters may be able to sell, short sell, transfer,

pledge or otherwise dispose of their equity interests at any time.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the

State of Delaware (or, if such court does not have jurisdiction, Delaware federal district court) is

the exclusive forum for certain disputes between us and our stockholders, which could limit our

stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors,

officers or employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the

selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the

Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) is the

exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a

claim of breach of fiduciary duty owed by any of our current or former directors, officers, employees or

stockholders to us or to our stockholders, any action asserting a claim against us arising pursuant to the

Delaware General Corporation Law, our amended and restated certificate of incorporation, or our

amended and restated bylaws (as either may be amended from time to time) or as to which the Delaware

General Corporation Law confers jurisdiction on the Delaware Court of Chancery, or any action asserting

a claim against us that is governed by the internal affairs doctrine of the State of Delaware. Our amended

and restated certificate of incorporation also provides that the federal district courts of the United States

will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under

the Securities Act. Further, our amended and restated certificate of incorporation provides that the

foregoing choice of forum provisions do not apply to suits brought to enforce any liability or duty created

by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive

jurisdiction.

Our amended and restated certificate of incorporation also provides that any person or entity purchasing

or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of

and consented to the foregoing provisions of the amended and restated certificate of incorporation.

Although our amended and restated certificate of incorporation contains the choice of forum provision

described above, it is possible that a court could find that such a provision is inapplicable for a particular

claim or action or that such provision is unenforceable.

We believe these provisions may benefit us by providing increased consistency in the application of

Delaware law and federal securities laws by chancellors and judges, as applicable, particularly

experienced in resolving corporate disputes, efficient administration of cases on a more expedited

schedule relative to other forums, and protection against the burdens of multi-forum litigation. However,

this choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it

finds favorable for disputes with us or any of our directors, officers, other employees or stockholders,

which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed

to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of

incorporation has been challenged in legal proceedings, and it is possible that a court could find these

101

Table of Contents

types of provisions to be inapplicable or unenforceable. While Delaware courts have determined that such

choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a

venue other than those designated in the exclusive forum provisions, and there can be no assurance that

such provisions will be enforced by a court in those other jurisdictions. If a court were to find the choice of

forum provision that will be contained in our amended and restated certificate of incorporation to be

inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such

action in other jurisdictions, which could adversely affect our business, financial condition, results of

operations and prospects.

General Risk Factors

We have broad discretion in the use of net proceeds to us from our IPO and may not use them

effectively.

In connection with the completion of our IPO, we were obligated to use certain of the net proceeds from

our IPO to repay $55.0 million of the indebtedness outstanding under the 2024 Credit Agreement and to

pay approximately $5.8 million of fees in connection therewith. In addition, in August 2025, we prepaid in

full all remaining outstanding indebtedness, comprising an aggregate principal amount of $60.1 million

plus accrued interest of $1.0 million, under the 2024 Credit Agreement. We expect to use the remainder

to fund our sales and marketing efforts, fund research and product development activities and for other

general corporate purposes, including working capital, operating expenses, and capital expenditures. We

may also use a portion of the net proceeds from our IPO to acquire complementary businesses, products,

services, or technologies. See the section titled “Use of proceeds” for additional information.

We periodically evaluate strategic opportunities; however, we have no current understandings or

commitments to enter into any such acquisitions or make any such investments. The expected use of our

IPO net proceeds represents our intentions based upon our present plans and business conditions. We

cannot predict with certainty all of the particular uses for the proceeds from our IPO or the amounts that

we will actually spend on the uses set forth above. The timing and amount of our actual expenditures will

be based on many factors, including cash flows from operations and the anticipated growth of our

business.

If we do not use the net proceeds that we receive from our IPO effectively, our business, financial

condition, results of operations and prospects could be harmed, and the market price of our common

stock could decline. Pending their use, we intend to invest the IPO net proceeds in a variety of capital-

preservation investments, including government securities and money market funds. These investments

may not yield a favorable return to our investors.

We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a

return on your investment will depend on appreciation in the market price of our common stock.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all

available funds and any future earnings, if any, to fund the development and expansion of our business,

and we do not anticipate paying any cash dividends in the foreseeable future. Any future determinations

regarding the declaration and payment of dividends, if any, will be at the discretion of our board of

directors, subject to applicable law, and will depend upon then-existing conditions, including our financial

condition, results of operations, contractual restrictions, general business conditions, capital

requirements, and other factors our board of directors may deem relevant. Our ability to pay cash

dividends on our capital stock in the future may also be limited by the terms of any preferred securities we

may issue or agreements governing any additional indebtedness we may incur.

If our operating and financial performance in any given period does not meet any guidance that

we provide to the public, the market price of our common stock may decline.

We may, but are not obligated to, provide public guidance on our expected operating and financial results

for future periods. Any such guidance will be comprised of forward-looking statements subject to the risks

and uncertainties described in this Quarterly Report on Form 10-Q, including in the section titled “Risk

102

Table of Contents

Factors” and in our future public filings and public statements. Our actual results may not always be in line

with or exceed any guidance we have provided, especially in times of economic uncertainty. If actual

circumstances differ from those in our assumptions, our operating and financial results could fall below

our publicly announced guidance or the expectations of investors. If, in the future, our operating or

financial results for a particular period do not meet any guidance we provide or the expectations of

investment analysts or investors generally, or if we reduce our guidance for future periods, the market

price of our common stock may decline. Even if we do issue public guidance, there can be no assurance

that we will continue to do so in the future.

If securities or industry analysts do not publish research or reports about our business, or if they

issue an adverse or misleading opinion regarding our stock, our stock price and trading volume

could decline.

The trading market for our common stock will be influenced by the research and reports that industry or

securities analysts publish about us or our business. We do not currently have and may never obtain

research coverage by securities and industry analysts. If no or few securities or industry analysts

commence coverage of us, the market price for our stock would be negatively impacted. In the event we

obtain securities or industry analyst coverage, if any of the analysts who cover us downgrade their

evaluations of our stock or issue an adverse opinion regarding us, our business model, our intellectual

property or our stock performance, or if our results of operations fail to meet the expectations of analysts,

our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to

publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause

our stock price or trading volume to decline.

We may be subject to securities litigation, which is expensive and could divert management

attention.

In the past, following periods of volatility in the overall market and the market price of a company’s

securities, securities class action litigation has often been instituted against these companies. Because of

the potential volatility of our stock price, we may become the target of securities litigation in the future.

These events may also result in or be concurrent with investigations by the SEC. We may be exposed to

such litigation or investigation even if no wrongdoing occurred. Such litigation, if instituted against us,

could result in substantial costs and a diversion of our management’s attention and resources, which

could seriously harm our business.

Provisions in our charter documents and under Delaware law could discourage a takeover that

stockholders may consider favorable and may lead to entrenchment of management.

Our amended and restated certificate of incorporation and our amended and restated bylaws contain

provisions that could delay or prevent changes in control or changes in our management without the

consent of our board of directors. These provisions include the following:

•a classified board of directors with three-year staggered terms, which may delay the ability of

stockholders to change the membership of a majority of our board of directors;

•our directors may be removed by our stockholders only for cause;

•no cumulative voting in the election of directors, which limits the ability of minority stockholders to

elect director candidates;

•the exclusive right of our board of directors to change the size of the board of directors and to elect a

director to fill a new directorship created by the expansion of the board of directors or a vacancy

created by the resignation, death or removal of a director, which prevents stockholders from being

able to change the board’s size or fill new directorships and vacancies on our board of directors;

•the ability of our board of directors to authorize the issuance of shares of preferred stock and to

determine the price and other terms of those shares, including preferences and voting rights, without

103

Table of Contents

stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror or

adopt a stockholder rights plan;

•the ability of our board of directors to alter our amended and restated bylaws without obtaining

stockholder approval;

•the required approval of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all

then-outstanding shares of capital stock entitled to vote generally in the election of directors to

remove directors or to adopt, amend, alter or repeal our amended and restated bylaws and certain

provisions of our amended and restated certificate of incorporation;

•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at

an annual or special meeting of our stockholders;

•the requirement that a special meeting of stockholders may be called only by our secretary at the

request of our board of directors, the chairman of our board of directors, or our chief executive officer,

which may delay the ability of our stockholders to force consideration of a proposal or to take action,

including the removal of directors; and

•advance notice procedures that stockholders must comply with in order to nominate candidates to our

board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may

discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s

own slate of directors or otherwise attempting to obtain control of us.

We are also subject to the anti-takeover provisions contained in Section 203 of the Delaware General

Corporation Law (“Section 203”). Under Section 203, a corporation may not, in general, engage in a

business combination (as defined in Section 203) with any interested stockholder (generally defined by

Section 203 to include holders of 15% or more of our capital stock) unless the interested stockholder has

held the stock for three years or, among other exceptions and exclusions, the board of directors has

approved the business combination transaction or the transaction that resulted in the stockholder

becoming an interested stockholder.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sale of Equity Securities

None.

Use of Proceeds

On August 11, 2025, we completed our initial public offering, in which we issued and sold 19,166,667

shares of our common stock, which includes an additional 2,500,000 shares of common stock purchased

by the underwriters pursuant to their option to purchase additional shares, at a price to the public of

$19.00 per share. The proceeds to the Company from the IPO were approximately $332.8 million, net of

underwriting discounts and commissions and estimated offering costs of $31.4 million.

The net proceeds from our initial public offering have been used and will be used, together with our

existing cash and cash equivalents: (i) to repay $55.0 million of our indebtedness outstanding under the

2024 Credit Agreement obligated in connection with the completion of our IPO and approximately

$5.8 million of fees in connection therewith; (ii) to repay our remaining outstanding indebtedness under

the 2024 Credit Agreement; (iii) to fund sales and marketing efforts; (iv) to fund research and product

development activities; and (v) for other general corporate purposes, including working capital, operating

expenses, and capital expenditures.

There has been no material change in the intended use of proceeds from our IPO as described in our

Registration Statement on Form S-1 (File No. 333-288733), which became effective on August 7, 2025.

104

Table of Contents

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

During the quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f)

under the Securities Exchange Act of 1934, as amended) adopted, modified or terminated a “Rule 10b5-1

408(a) of Regulation S-K.

105

Table of Contents

Item 6. Exhibit Index

The exhibits listed in the accompanying index to exhibits are filed as part of, or incorporated by reference, into this

Quarterly Report on Form 10-Q.

		Incorporated by Reference
Exhibit<br><br>number	Exhibit description	Form	File No.	Exhibit	Filing Date
3.1	Amended and Restated Certificate of Incorporation.	8-K	333-288733	3.1	8/11/2025
3.2	Amended and Restated Bylaws.	8-K	333-288733	3.2	8/11/2025
10.1+	Underwriting Agreement, dated August 7, 2025, between Heartflow, Inc. as the<br><br>Issuer, and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Piper<br><br>Sandler.
10.2#	Heartflow, Inc. 2025 Performance Incentive Plan.	S-1	333-288733	10.2	7/17/2025
10.3#+	Heartflow, Inc. 2025 Performance Incentive Plan Form of Option Agreement<br><br>(Employee).
10.4#+	Heartflow, Inc. 2025 Performance Incentive Plan Form of Option Agreement<br><br>(Director).
10.5#+	Heartflow, Inc. 2025 Performance Incentive Plan Form of Restricted Stock Unit<br><br>Agreement.
10.6#	Heartflow, Inc. 2025 Employee Stock Purchase Plan.	S-1	333-288733	10.3	7/17/2025
10.7#	Heartflow, Inc. Senior Leadership Severance Policy.	S-1	333-288733	10.4	7/17/2025
10.8#+	Heartflow, Inc. Director Compensation Policy.
31.1+	Certification of Principal Executive Officer pursuant to Securities Exchange Act<br><br>Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the<br><br>Sarbanes-Oxley Act of 2002.
31.2+	Certification of Principal Financial Officer pursuant to Securities Exchange Act<br><br>Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the<br><br>Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as<br><br>adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as<br><br>adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+	Inline XBRL Instance Document – the instance document does not appear in the
101.SCH+	Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
104+	Cover Page Interactive Data File (embedded within the Inline XBRL document).

#Indicates management contract or compensatory plan.

+Filed herewith.

*The certification attached as Exhibit 32.1 and Exhibit 32.2 that accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is not deemed “filed” by the Registrant for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended.

106

Table of Contents

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 thereunto duly authorized.

	HEARTFLOW, INC.
Date: September 19, 2025	By:	/s/ John C.M. Farquhar
		John C.M. Farquhar
		President and Chief Executive Officer
		(Principal Executive Officer)	Date: September 19, 2025	By:	/s/ Vikram Verghese
---	---	---
		Vikram Verghese
		Chief Financial Officer
		(Principal Financial Officer)	Date: September 19, 2025	By:	/s/ Mhairi L. Jones
---	---	---
		Mhairi L. Jones
		Chief Accounting Officer and VP
		(Principal Accounting Officer)

Document

Exhibit 10.1

Execution Version

Heartflow, Inc.

16,666,667 Shares of Common Stock, par value $0.001 per share

Underwriting Agreement

August 7, 2025

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Piper Sandler & Co.

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o Piper Sandler & Co.

800 Nicollet Mall, Suite 800

Minneapolis, Minnesota 55402

Ladies and Gentlemen:

Heartflow, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“J.P. Morgan”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Piper Sandler & Co. (“Piper”) are acting as Representatives (the “Representatives”), an aggregate of 16,666,667 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,500,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and

the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-1 (File No. 333-288733), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) that is used before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated August 6, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means 4:45 P.M., New York City time, on August 7, 2025.

2. Purchase of the Shares.

(a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $17.67 (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto.

In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.

If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in

Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make.

The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

(b) The Company understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

(c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Shares, at the offices of Cooley LLP, counsel for the Underwriters, at 3 Embarcadero Center, 20th Floor, San Francisco, California 94111-4004, at 10:00 A.M., New York City time, on August 11, 2025, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.”

Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

(d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent

investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

3. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter that:

(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable provisions of the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(b) Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

(c) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a

communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with all other Issuer Free Writing Prospectuses and the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(d) Emerging Growth Company. From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication undertaken in reliance on Section 5(d) of the Securities Act) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act.

(e) Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications by virtue of a writing substantially in the form of Exhibit D hereto. The Company has not distributed or approved for distribution any

Written Testing-the-Waters Communications other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication prepared or authorized by the Company does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made in each such Written Testing-the-Waters Communication in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Written Testing-the-Waters Communication or the Pricing Disclosure Package.

(f) Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and as of the applicable effective date will comply in all material respects with the applicable requirements of the Securities Act, and did not and will not as of the applicable effective date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus (as amended or supplemented) complied with and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(g) Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material

respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby, except in the case of any unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; and the pro forma financial information and the related notes thereto included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the appliable requirements of the Securities Act and the assumptions underlying such pro forma financial information are reasonable and set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. There are no disclosures included in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission).

(h) No Material Adverse Change. Since the date of the most recent financial statements of the Company included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material change in the capital stock (other than the issuance of shares of Common Stock upon exercise (including any “net” or “cashless” exercise) of stock options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus), short-term debt or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in the case of each of clause (i) through (iii) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(i) Organization and Good Standing. The Company and each of its subsidiaries (i) have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, (ii) are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and (iii) have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except, in the cases of clause (i), (ii) and (iii) to the extent the concept of good standing is not recognized in the respective jurisdiction or where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”). The Company does not have any significant subsidiaries, as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission.

(j) Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization” and “Description of capital stock”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights that have not been duly waived or satisfied; there are no outstanding rights (including, without limitation, pre-emptive rights that have not been duly waived or satisfied), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(k) Stock Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal

Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, any applicable provisions of the Exchange Act and all other applicable laws and regulatory rules or requirements, including to the extent applicable, the rules of the Nasdaq Global Select Market (the “Nasdaq Market”) and any other exchange on which the Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. Each Company Stock Plan is accurately described in all material respects in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(l) Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all corporate action required to be taken by the Company for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.

(m) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(n) The Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

(o) Listing. The Shares have been approved for listing on the Nasdaq Stock Market, subject to notice of issuance.

(p) Description of the Underwriting Agreement. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(q) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its

subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company and its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(r) No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares by the Company and the consummation by the Company of the transactions contemplated by this Agreement or the Pricing Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company and its subsidiaries, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(s) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares by the Company and the consummation of the transactions contemplated by this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Nasdaq Stock Market, and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, or for which a failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not materially adversely affect the validity of the Shares or the ability of the Company to perform its obligations under this Agreement.

(t) Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or contemplated by any governmental or regulatory authority or

threatened by others that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(u) Independent Accountants. PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(v) Title to Real and Personal Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have valid rights to lease or otherwise use, all items of real and personal property (other than with respect to Intellectual Property which is addressed exclusively in Section 3(w)) that are necessary to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(w) Title to Intellectual Property. The Company and its subsidiaries own, or possess valid and enforceable licensed rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, trade dress, designs, data, database rights, Internet domain names, copyrights, works of authorship, licenses, proprietary information and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property”) purported to be owned by the Company or currently employed or used by it, or otherwise necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Disclosure Documents”) (such Intellectual Property, to extent owned or purported to be owned by the Company or any of its subsidiaries, “Company Intellectual Property”). To the knowledge of the Company, the conduct of the Company’s businesses and the proposed conduct of its businesses as described in the Disclosure Documents does not and will not infringe, misappropriate or otherwise conflict with any valid Intellectual Property rights of others. The Company Intellectual Property has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such

adjudication. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation, or conflict with any Intellectual Property rights of another. Except as disclosed in the Disclosure Documents, there are no third parties who have rights to any Company Intellectual Property, other than pursuant to non-exclusive licenses with respect to Company products or services granted by the Company or any of its subsidiaries in the ordinary course of business. To the Company's knowledge, there is no infringement by third parties of any Company Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Company Intellectual Property; (B) challenging the validity, enforceability or scope of any Company Intellectual Property; or (C) asserting that the Company or its subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Disclosure Documents as under development, infringe, misappropriate, or otherwise violate, any Intellectual Property rights of others. The Company Intellectual Property are subsisting, and to the knowledge of the Company, valid and enforceable. Except as disclosed in the Disclosure Documents, the Company Intellectual Property is free and clear of all liens, security interests, or encumbrances, other than non-exclusive licenses with respect to Company products or services granted by the Company or any of its subsidiaries in the ordinary course of business. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or its subsidiaries, and all such agreements are in full force and effect. The Company has not received in writing any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. To the Company’s knowledge, there are no defects in any of the patents or patent applications included in the Company Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure, confidentiality, and invention assignment agreements, and invention assignments with their employees. The Company is unaware of any employee of the Company that is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. To the Company’s knowledge, none of the Company Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. To the Company’s knowledge, all licenses for the use

of the Company Intellectual Property described in the Disclosure Documents are valid, binding upon, and enforceable by or against the parties thereto in accordance with its terms.

(x) Trade Secrets. To the Company’s knowledge, the Company and its subsidiaries have taken reasonable and customary actions to protect their rights in and prevent the unauthorized use and disclosure of material trade secrets and confidential business information (including confidential source code, ideas, research and development information, know-how, formulas, compositions, technical data, designs, drawings, specifications, research records, records of inventions, test information, financial, marketing and business data, customer and supplier lists and information, pricing and cost information, business and marketing plans and proposals) owned by the Company and its subsidiaries, and there has been no material unauthorized use or disclosure thereof.

(y) IT Assets, Data Privacy and Security. The computers, websites, applications, databases, software, servers, networks, data communications lines, and other information technology systems owned, licensed, leased or otherwise used by the Company and its subsidiaries (including any third party technology or services used by the Company but excluding any public networks) (collectively, the “IT Assets”) are adequate for, and operate and perform for, in all material respects the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, as proposed to be conducted for the next two (2) years, as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, except for any deviation in the IT Assets that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The IT Assets are free and clear of all material viruses, vulnerabilities, bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have at all times implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their confidential information and the privacy, confidentiality, integrity, continuous operation, redundancy and security of all IT Assets and data (including all Personal Data (defined below), sensitive, confidential, or regulated data (collectively, “Confidential Data”)) used in connection with their businesses. There have been no actual breaches of, violations of, outages of, or unlawful or unauthorized uses of, destruction of, losses of, alterations of, or accesses to IT Assets and no unlawful or unauthorized uses of, destruction of, losses of, alterations of, or accesses to Confidential Data that have materially impacted the Company or imposed, or to the knowledge of Company, likely to impose material liability on the Company, nor any such actual incidents under internal review by the Company or investigation. The Company and its subsidiaries comply, and have at all times complied in all material respects, with all (i) applicable laws, statutes, regulations, directives, and industry standards concerning the protection, collection, use, disclosure, transfer, storage, disposal, privacy, confidentiality, integrity and security of Confidential Data (including without limitation the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the California Consumer Privacy Act (“CCPA”) as modified by the California Privacy Rights Act, and other similar applicable state privacy

laws (collectively, the “Privacy Laws”)), and (ii) all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, policies, procedures, and contractual obligations relating and applicable to the privacy and security of IT Assets and Confidential Data and to the protection of such IT Assets and Confidential Data from unlawful or unauthorized use, destruction, loss, alteration, access, misappropriation or modification and have imposed contractual obligations on any third parties having direct or indirect access to IT Assets or responsible for any processing of Confidential Data to the extent required by applicable Privacy Laws (collectively, the “Data Protection Requirements”). The Company and its subsidiaries have in place, comply with, and take appropriate steps designed to ensure compliance in all material respects with the Company’s policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Confidential Data (the “Policies”). The Company and its subsidiaries, and any third parties performing operations involving Confidential Data on behalf of Company and its subsidiaries, have at all times made all required disclosures to and obtained all necessary consents from individuals (including, without limitation, clinical trial participants, customers, users, and personnel) for the Company’s and its subsidiaries’ collection, use, disclosure, transfer, and other processing of Confidential Data, and complied with all such disclosures and consents, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of such disclosures made or contained in any policies or notices have been inaccurate, misleading, deceptive, or incomplete in any material respect, or in violation of any Privacy Laws or Data Protection Requirements. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, customer or account number, biometric identifier, medical, health or insurance information, gender, date of birth, educational or employment information, any religious or political view or affiliation, marital or other status, photograph, face geometry and any information that can identify, relate to, describe, be associated with, or be reasonably capable of being associated with an individual; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; (v) “personal information” as defined by CCPA; and (vi) any other information that constitutes “personal data,” “personal information,” “personally identifiable information,” “nonpublic personal information,” “customer proprietary network information,” “individually identifiable health information,” “protected health information” or similar information under any Privacy Law.

(z) No Complaints. The Company and each of its subsidiaries have no knowledge of any fact or circumstance that would reasonably indicate the Company or one of its subsidiaries is not in material compliance with any Privacy Laws or the Data Protection Requirements, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no complaint or audit, proceeding, investigation (formal or informal) demand or claim made

against and received by the Company or its subsidiaries, and none are currently pending against, the Company or its subsidiaries, or to the knowledge of the Company, any of its customers (specific to the customer’s use of the products or services of the Company), by any person, government entity, regulator, group or other party in respect of the collection, use, disclosure, transfer or other processing of Confidential Data by the Company or its subsidiaries, including without limitation, by any state Attorney General or related office, the Federal Trade Commission, the U.S. Department of Health and Human Services and any office contained therein, or any similar authority in any jurisdiction other than the United States or any other governmental entity, and, to the knowledge of the Company, no such complaint, audit, proceeding, investigation or claim is or has been threatened.

(aa) FDA Compliance. The Company: (A) is and at all times has been in material compliance with all statutes, rules or regulations of the U.S. Food and Drug Administration (“FDA”) and other comparable governmental entities applicable to the testing, development, manufacture, packaging, processing, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, or export of any product under development, manufactured or distributed by the Company to the extent applicable (“Applicable Laws”); (B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other written correspondence or notice from the FDA or any governmental entity alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, exemptions, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations necessary for the operation of its business and such Authorizations are valid and in full force and effect and the Company is not in material violation of any term of any such Authorizations; (D) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the FDA or any comparable governmental entity or third party alleging that any product operation or activity is in material violation of any Applicable Laws or Authorizations and has no knowledge that the FDA or any comparable governmental entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received written notice that the FDA or any comparable governmental entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations and has no knowledge that the FDA or any comparable governmental entity is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission).

(bb) Tests and Preclinical and Clinical Trials. The studies, tests and preclinical and clinical trials conducted with the products described in the Disclosure Documents, or to the Company’s knowledge, on behalf of the Company, were and, if still ongoing, are being conducted in all material respects in accordance with all Authorizations and Applicable

Laws, including, without limitation, the Federal Food, Drug and Cosmetic Act and the rules and regulations promulgated thereunder and any applicable rules, regulations and policies of the jurisdiction in which such trials and studies are being conducted that govern such studies, tests and trials; the descriptions of the results of such studies, tests and trials contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus are, to the Company’s knowledge, accurate and complete in all material respects and fairly present the data derived from such studies, tests and trials; the Company is not aware of any studies, tests or trials, the results of which the Company believes reasonably call into question the study, test, or trial results described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus when viewed in the context in which such results are described and the clinical state of development; and the Company has not received any written notices or correspondence from the FDA or any governmental entity requiring the termination or suspension of any studies, tests or preclinical or clinical trials conducted by, or to the Company’s knowledge, on behalf of the Company, other than ordinary course communications with respect to modifications in connection with the design and implementation of such trials.

(cc) Compliance with Health Care Laws. The Company and its subsidiaries and their respective directors, officers, employees, and independent contractors, and, to the Company’s knowledge, its agents and affiliates, are, and at all times have been, in material compliance with all Health Care Laws. For purposes of this Agreement, “Health Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act and the regulations promulgated thereunder; (ii) all applicable federal, state, local and foreign health care laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the U.S. Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal False Statements Law (42 U.S.C. Section 1320a-7b(a)), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286, 287 and 1349, the health care fraud criminal provisions under HIPAA, the civil monetary penalties law (42 U.S.C. Section 1320a-7a), the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, the exclusions law (42 U.S.C. Section 1320a-7), the Physician Payments Sunshine Act (42 U.S.C. Section 1320-7h), HIPAA, as amended by HITECH (42 U.S.C. §§ 17921 et seq.), and the laws governing U.S. government funded or sponsored healthcare programs; and (iii) all other local, state, federal, national, supranational and foreign laws, relating to the regulation of the Company or its subsidiaries, and (iv) the directives and regulations promulgated pursuant to such statutes and any state or non-U.S. counterpart thereof. Neither the Company, any of its subsidiaries, nor, to the Company’s knowledge, any of their respective officers, directors, employees or agents have engaged in activities which are, as applicable, cause for material liability under a Health Care Law. Neither the Company nor any of its subsidiaries has received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that any product, operation or activity is in material violation of any Health Care Laws nor, to the Company’s knowledge, is any such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action threatened. The Company and its subsidiaries have

filed, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Health Care Laws, and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and accurate on the date filed in all material respects (or were corrected or supplemented by a subsequent submission). Neither the Company nor any of its subsidiaries is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory authority or body. Additionally, neither the Company, any of its subsidiaries nor any of their respective employees, officers, directors, or to the Company’s knowledge, any of their independent contractors, affiliates or agents has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical research or is subject to a governmental inquiry, investigation, proceeding, or other similar action that would reasonably be expected to result in debarment, suspension or exclusion, or engaged in any conduct that would reasonably be expected to result in such debarment, suspension, or exclusion.

(dd) No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

(ee) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds”, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(ff) Taxes. The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof (or have obtained or requested extensions thereof or are currently being contested in good faith and for which accounting reserves have been established), and there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets; in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(gg) Licenses and Permits. Other than with respect to Intellectual Property which is addressed exclusively in Section 3(w), the Company and its subsidiaries possess, and are in compliance with the terms of, all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for

the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, “Business Licenses and Permits”), except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received written notice of any revocation or modification of any Business Licenses and Permits or has any reason to believe that any Business Licenses and Permits will not be renewed in the ordinary course, except where such revocation, modification or nonrenewal would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Each of the Company and its subsidiaries has fulfilled and performed all of its respective obligations with respect to the Business Licenses and Permits, and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder, except where such failures to fulfill or perform, or where such revocations, terminations or impairments would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission) as required for maintenance of their Business Licenses and Permits that are necessary for the conduct of their respective businesses, except where such failures to file, obtain, maintain, submit, correct or supplement the same would not, whether individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(hh) No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of cancellation or termination with respect to any collective bargaining agreement to which it is a party.

(ii) Certain Environmental Matters. (i) The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received written notice of any actual or potential liability or obligation under or relating to, or any

actual or potential violation of, any applicable Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

(jj) Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA) (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and, to the knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than

contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.

(kk) Disclosure Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the applicable requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. To the extent applicable as of the date of this Agreement, the Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(ll) Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably designed to comply with the applicable requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material

weaknesses in the design or operation of internal controls over financial reporting known to the Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(mm) Insurance. The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as the Company reasonably believes are adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(nn) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent or other person, in each case, while acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or unlawful benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable Anti-Corruption Laws. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and achieve compliance with all applicable Anti-Corruption Laws.

(oo) Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements,

including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency having jurisdiction over the Company or its subsidiaries (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote compliance with Anti-Money Laundering Laws.

(pp) No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employee, agent, affiliate or other person while acting on behalf of the Company or any of its subsidiaries is or is owned or controlled by one or more persons that are currently the subject of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries, directors, officers, or employees, or, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or knowingly indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of Sanctions, except to the extent permitted for a person required to comply with Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, except to the extent permitted for a person required to comply with Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote compliance with Sanctions.

(qq) No Restrictions on Subsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(rr) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(ss) No Registration Rights. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares.

(tt) No Stabilization. Neither the Company nor any of its subsidiaries or, to the Company’s knowledge, affiliates has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(uu) Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(vv) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(ww) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(xx) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002, as amended, and

the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(yy) Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act. The Company has paid the registration fee for this offering pursuant to Rule 456(b)(1) under the Securities Act or will pay such fee within the time period required by such rule (without giving effect to the proviso therein) and in any event prior to the Closing Date.

(zz) No Ratings. There are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62) under the Exchange Act.

(aaa) Outbound Investment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly or indirectly, in a “covered activity”, as that term is defined in in 31 C.F.R. § 850.208 (“Covered Activity”). The Company does not have any joint ventures that engages in or plans to engage in any Covered Activity. The Company also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.

4. Further Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a) Required Filings. The Company will file the final Prospectus with the Commission prior to the time of the Closing Date and in any event within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

(b) Delivery of Copies. Upon written request of the Representatives, the Company will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements

thereto and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.

(c) Amendments or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object.

(d) Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing (which may be by email), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the

Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

(e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company will promptly, notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with applicable law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will promptly, notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law.

(f) Blue Sky Compliance. The Company will use commercially reasonable efforts to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will use commercially reasonable efforts to continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning

with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement; provided that the Company will be deemed to have furnished such statements to its security holders and the Representatives to the extent such earnings statement is made available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

(h) Clear Market. For a period of 180 days after the date of the Prospectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or (ii) enter into any swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder.

The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 7.5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, or the entrance into an agreement to issue Stock or any securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in connection with any bona fide licensing, commercialization, joint venture, technology transfer, acquisition of complementary businesses, products, services or technologies, development collaboration or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release

or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

(i) Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds”.

(j) No Stabilization. Neither the Company nor its subsidiaries or affiliates will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock.

(k) Exchange Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the Shares on the Nasdaq Stock Market.

(l) Reports. For a period of two years from the date of this Agreement, the Company will furnish to the Representatives, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on EDGAR.

(m) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(n) Filings. The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.

(o) Emerging Growth Company. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion of the Restricted Period.

(p) Transfer Restrictions. The Company will enforce the terms of all existing agreements, plans and arrangements restricting the transfer by any holder of such holder’s shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (the “Securities”) following the offering of the Shares contemplated hereby. The Company will issue stop-transfer instructions to the transfer agent with respect to any transaction that would constitute a breach of, or default under, such provisions. During the Restricted Period, the Company will enforce, and not waive or amend, such stop-transfer instructions and any transfer restriction, including any “market standoff,” “holdback” or similar agreement or provision, applicable to any Securities unless the Company shall have obtained the prior written consent of the Representatives; provided

that this Section 4(p) shall not prohibit the Company from effecting such a waiver or amendment to permit a transfer of securities which is permissible under the terms of the lock-up agreements described in Section 6(m).

5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) It has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show approved by the Company in advance in writing), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).

(b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters may use a term sheet substantially in the form of Annex C hereto without the consent of the Company; provided further that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.

(c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for

additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

(c) No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

(d) Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Representatives (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations set forth in Sections 3(b) and 3(f) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (b) and (c) above.

(e) Comfort Letters. (i) On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, PricewaterhouseCoopers LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to such Closing Date or such Additional Closing Date, as the case may be.

(ii) CFO Certificate. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have

furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

(f) Opinion and 10b-5 Statement of Counsel for the Company. O’Melveny & Myers LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(g) Opinion of Intellectual Property Counsel for the Company. Bookoff McAndrews, PLLC, intellectual property counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(h) Opinion of Counsel for the Company. King & Spalding LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion with respect to regulatory and certain other matters, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(i) Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the Underwriters, of Cooley LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j) No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares.

(k) Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(l) Exchange Listing. The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance.

(m) Lock-up Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and the officers, directors and substantially all of the securityholders of the Company relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or the Additional Closing Date, as the case may be.

(n) Certification Regarding Beneficial Owners. The Company will deliver to each Underwriter (or its agent), on or prior to the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification.

(o) Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution.

(a) Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication prepared or authorized by the Company, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not

misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.

(b) Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the sixteenth and seventeenth paragraph under the caption “Underwriting.”

(c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have

mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and reasonable and documented expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters on the other, from the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the

Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Limitation on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable and documented legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations hereunder and not joint.

(f) Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.

9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date, (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or the Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it

impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

10. Defaulting Underwriter.

(a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the

payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

11. Payment of Expenses.

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (in an amount not to exceed, when taken together with costs, fees and expenses incurred pursuant to clause (iv), $40,000 (exclusive of filing fees) without the prior written consent of the Company); (viii) all reasonable and documented expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Company and the Underwriters shall each pay 50% of the total costs of chartering any aircraft to be used in connection with any such “road shows” if personnel of any of the Underwriters are on board of such aircraft; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Stock Market.

(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, the Company will not be required to pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares, as described in Section 10 hereof.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give

any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling persons or affiliates referred to in Section 7 hereof.

14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

15. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

16. Miscellaneous.

(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358), Attention: Equity Syndicate Desk; c/o Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; and c/o Piper Sandler & Co., 800 Nicollet Mall, Minneapolis, Minnesota 55402, Attention: Equity Capital Markets with a separate notice to: General Counsel, Legal capmarkets@psc.com. Notices to the Company shall be given to it at Heartflow, Inc., 331 E. Evelyn Avenue, Mountain View, California 94041; Attention: President or Chief Executive Officer, with a copy to O’Melveny & Myers LLP, 610 Newport Center Drive, 17th Floor, Newport Beach, California 92660; Attention: Shelly Heyduk.

(b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(c) Submission to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City

of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment.

(d) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.

(e) Recognition of the U.S. Special Resolution Regimes.

(i) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 16(e):

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(f) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(g) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(h) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

[Signature Pages Follow]

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,
HEARTFLOW, INC.
By:	/s/ Vikram Verghese
Name: Vikram Verghese
Title: Chief Financial Officer

[Signature Page to Underwriting Agreement]

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

MORGAN STANLEY & CO. LLC

PIPER SANDLER & CO.

For themselves and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

J.P. MORGAN SECURITIES LLC
By:	/s/ Benjamin Burdett
	Authorized Signatory
MORGAN STANLEY & CO. LLC
By:	/s/ Eleni Apostolatos
	Authorized Signatory
PIPER SANDLER & CO.
By:	/s/ Neil Riley
	Authorized Signatory

[Signature Page to Underwriting Agreement]

Schedule 1

Underwriter	Number of Shares
J.P. Morgan Securities LLC	5,666,667
Morgan Stanley & Co. LLC	4,833,333
Piper Sandler & Co.	3,166,667
Canaccord Genuity LLC	1,500,000
Stifel, Nicolaus & Company, Incorporated	1,500,000
Total	16,666,667

Annex A

a. Pricing Disclosure Package

None.

b. Pricing Information

Number of Underwritten Shares: 16,666,667

Number of Option Shares: 2,500,000

Public Offering Price: $19.00 per Share

Annex A

Annex B

Written Testing-the-Waters Communications

Heartflow – Testing-the-Waters Presentation, dated February 2025

Heartflow – Testing-the-Waters Presentation, dated March 2025

Heartflow – Testing-the-Waters Presentation, dated June 2025

Annex B

Annex C

Heartflow, Inc.

Pricing Term Sheet

None.

Annex C

Exhibit A

Form of Lock-Up Agreement

FORM OF LOCK-UP AGREEMENT

____________________, 2025

J.P. MORGAN SECURITIES LLC

MORGAN STANLEY & CO. LLC

PIPER SANDLER & CO.

As Representatives of

the several Underwriters listed in

Schedule 1 to the Underwriting

Agreement referred to below

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o Piper Sandler & Co.

350 North 5th Street, Suite 1000

Minneapolis, MN 55401

Re: HeartFlow, Inc. --- Initial Public Offering

Ladies and Gentlemen:

The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with HeartFlow, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.001 per share (the “Common Stock”), of the Company (collectively with the common stock of HeartFlow Holding, Inc., the “Securities”). The undersigned, currently an owner of equity interests of HeartFlow Holding, Inc., will become an owner of equity interests of the Company, as the successor entity to HeartFlow Holding, Inc. prior to the completion of the Public Offering. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

Exhibit A

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Securities or any securities convertible into or exercisable or exchangeable for Securities (including without limitation, Securities or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Securities, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period.

Notwithstanding the foregoing, the undersigned may:

(a) transfer or dispose of the undersigned’s Lock-Up Securities:

(i) as a bona fide gift or gifts or charitable contribution, or for bona fide estate planning purposes,

(ii) by will or intestacy or any other testamentary document,

(iii) to any member of the undersigned’s immediate family or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a trustor, trustee or beneficiary of such trust (for purposes of this Letter Agreement, “immediate family”

Exhibit A

shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),

(iv) to a corporation, partnership, limited liability company, investment fund or other entity (A) of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, or (B) controlled by, or under common control with, the undersigned or the immediate family of the undersigned,

(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,

(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control or common investment management with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a disposition, transfer or distribution to limited partners, members or shareholders of the undersigned,

(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,

(viii) to the Company upon death or disability of the undersigned, or, if the undersigned is an employee of the Company upon death, disability or termination of employment, in each case, of such employee,

(ix) as part of a sale or transfer of the undersigned’s Lock-Up Securities acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing date for the Public Offering,

(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or

Exhibit A

(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement;

provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a)(ii), (iii), (iv), (v), (vi) and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 or a filing required pursuant to Section 13 of the Exchange Act and the rules and regulations promulgated thereunder made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(i), (vii), (viii) and (x), it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

(b) exercise outstanding options, settle restricted stock units or other equity awards or exercise warrants pursuant to plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that any Lock-Up Securities received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement;

(c) convert outstanding preferred stock, warrants to acquire preferred stock or convertible securities into shares of Common Stock or warrants to acquire shares of Common Stock; provided that any such shares of Common Stock or warrants received upon such conversion shall be subject to the terms of this Letter Agreement; and

(d) establish or modify trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Lock-Up Securities; provided that (1) such plans do not provide for the transfer of Lock-Up Securities during the Restricted Period and (2) any required public announcement or filing under the Exchange Act made by any person regarding the establishment of such plan during the Restricted Period shall include a statement that the undersigned is not

Exhibit A

permitted to transfer, sell or otherwise dispose of Lock-Up Securities under such plan during the Restricted Period in contravention of this Letter Agreement and no public filing, report or announcement by any party shall be made voluntarily in connection with such trading plan.

If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (i) the Representatives on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representatives on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such announcement. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Letter Agreement, and nothing set forth in

Exhibit A

such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation.

The undersigned understands that this Letter Agreement and all related restrictions and obligations shall automatically terminate upon the earliest to occur, if any, of (a) the Representatives, on the one hand, or the Company, on the other hand, advising the other in writing prior to the execution of the Underwriting Agreement that the Representatives have or the Company has determined not to proceed with the Public Offering contemplated by the Underwriting Agreement, (b) August 31, 2025, if the Underwriting Agreement does not become effective by that date (provided, however, that the undersigned agrees that this Letter Agreement shall be automatically extended by three months if the Company provides written notice to the undersigned that the Company is still pursuing the Public Offering contemplated by the Underwriting Agreement), (c) the termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to payment for and delivery of the Common Stock to be sold thereunder, or (d) the Registration Statement with respect to the Public Offering contemplated by the Underwriting Agreement is withdrawn prior to the execution of the Underwriting Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

This Letter Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

Exhibit A

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,

________________________________________

Name of Security Holder (Print exact name)

By:______________________________________

Signature

If not signing in an individual capacity:

________________________________________

Name of Authorized Signatory (Print)

________________________________________

Title of Authorized Signatory (Print)

(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

Exhibit A

Exhibit B

Form of Waiver of Lock-up

J.P. MORGAN SECURITIES LLC

MORGAN STANLEY & CO. LLC

PIPER SANDLER & CO.

Heartflow, Inc.

Public Offering of Common Stock

[Date]

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by Heartflow, Inc. (the “Company”) of shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated [●], 2025 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [●], 2025, with respect to shares of Common Stock (the “Shares”). J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Piper Sandler & Co. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 2025; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

[Signature Pages Follow]

Exhibit B

	Yours very truly,
	J.P. MORGAN SECURITIES LLC
	By:
		Authorized Signatory
	MORGAN STANLEY & CO. LLC
	By:
		Authorized Signatory
	PIPER SANDLER & CO.
	By:
		Authorized Signatory
cc: Company

Exhibit B

Exhibit C

Form of Press Release

Heartflow, Inc.

[Date]

Heartflow, Inc. (the “Company”) announced today that J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Piper Sandler & Co., the book-running managers in the Company’s recent public sale of shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2025, and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Exhibit C

Exhibit D

Testing-the-Waters Authorization

Heartflow, Inc.

In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Heartflow, Inc. (the “Issuer”) hereby authorizes J.P. Morgan Securities LLC (“J.P. Morgan”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Piper Sandler & Co. (“Piper Sandler”), and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act, to determine whether such investors might have an interest in the Issuer's contemplated initial public offering (“Testing-the-Waters Communications”).

A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of J.P. Morgan, Morgan Stanley and Piper Sandler, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer.

The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify J.P. Morgan, Morgan Stanley and Piper Sandler in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify J.P. Morgan, Morgan Stanley and Piper Sandler and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

Nothing in this authorization is intended to limit or otherwise affect the ability of J.P. Morgan, Morgan Stanley and Piper Sandler, and their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to J.P. Morgan, Morgan Stanley and Piper Sandler a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Pete Castro, Chris Rigoli and Neil Riley.

Exhibit D

Document

Exhibit 10.3

Stock Option Number:

HEARTFLOW, INC.

2025 PERFORMANCE INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT

You (the “Grantee”) have been granted an option (the “Option”) to purchase Common Stock, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Name of Grantee:	[_________]
Total Number of Shares Granted<br>Subject to the Option:	[_________]
Type of Option:	Nonstatutory Stock Option
	Incentive Stock Option
Exercise Price per Share:1	$[●]
Grant Date:	[●], 2025
Expiration Date:2	[●], 2035
Vesting Commencement Date:	[●], 2025
Vesting Schedule:	[Vesting schedule to be inserted], subject in each case to continued employment or service through the applicable vesting date.

1 Subject to adjustment under Section 7.1 of the Plan.

2 Subject to early termination under Section 5 of the Terms and Section 7.2 of the Plan.

4928-1241-2749.4

Stock Option Number:

By your signature (electronic signature accepted) and the Corporation’s signature below, you and the Corporation agree that the Option is granted under and governed by the terms and conditions of the Corporation’s 2025 Performance Incentive Plan (the “Plan”) and the Terms and Conditions of Nonqualified Stock Option (the “Terms”), which are attached and incorporated herein by this reference. This Notice of Stock Option Grant, together with the Terms, will be referred to as your Option Agreement. The Option has been granted to you in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to you. Capitalized terms are defined in the Plan if not defined herein or in the Terms. Further, by your electronic acceptance (via email) you acknowledge receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

GRANTEE:<br><br>__________________________________<br><br>Date<br><br><br><br>__________________________________<br><br>Signature<br><br><br><br>__________________________________<br><br>Print Name	HEARTFLOW, INC.:<br><br><br><br>By: __________________________________<br><br><br><br><br><br>Its: __________________________________

4928-1241-2749.4

Stock Option Number:

HEARTFLOW, INC.

2025 PERFORMANCE INCENTIVE PLAN

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION

1.General.

These Terms and Conditions of Nonqualified Stock Option (these “Terms”) apply to a particular stock option (the “Option”) if incorporated by reference in the Notice of Stock Option Grant (the “Grant Notice”) corresponding to that particular grant. The recipient of the Option identified in the Grant Notice is referred to as the “Grantee.” The per share exercise price of the Option as set forth in the Grant Notice is referred to as the “Exercise Price.” The effective date of grant of the Option as set forth in the Grant Notice is referred to as the “Grant Date.” The exercise price and the number of shares covered by the Option are subject to adjustment under Section 7.1 of the Plan.

The Option was granted under and subject to the Heartflow, Inc. 2025 Performance Incentive Plan (the “Plan”). Capitalized terms are defined in the Plan or the Terms if not defined herein. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. The Grant Notice and these Terms are collectively referred to as the “Option Agreement” applicable to the Option.

2.Vesting; Limits on Exercise; Incentive Stock Option Status.

The Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the Grant Notice. The Option may be exercised only to the extent the Option is vested and exercisable.

•Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

•No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

•Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

3.Continuance of Employment/Service Required; No Employment/Service Commitment.

The vesting schedule applicable to the Option requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Except as provided in the Grant Notice, employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a

4928-1241-2749.4

Stock Option Number:

termination of rights and benefits upon or following a termination of employment or services as provided in Section 5 below or under the Plan.

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Grantee’s other compensation. Nothing in this Option Agreement, however, is intended to adversely affect any independent contractual right of the Grantee without his/her consent thereto.

4.Method of Exercise of Option.

The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

•a written or approved electronic notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time;

•payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation;

•any written statements or agreements required pursuant to Section 8.1 of the Plan; and

•satisfaction of the tax withholding provisions of Section 8.5 of the Plan.

The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any such payment method):

•notice and third party payment in such manner as may be authorized by the Administrator;

•in shares of Common Stock already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;

•a reduction in the number of shares of Common Stock otherwise deliverable to the Grantee (valued at their fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or

4928-1241-2749.4

Stock Option Number:

•a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.

5.Early Termination of Option.

5.1Expiration Date. Subject to earlier termination as provided below in this Section 5, the Option will terminate on the “Expiration Date” set forth in the Grant Notice (the “Expiration Date”).

5.2Possible Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events as provided in Section 7.2 of the Plan.

5.3Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 5.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”):

•other than as expressly provided below in this Section 5.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period;

•if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period;

•if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for cause, the Option (whether vested or not) shall terminate on the Severance Date.

For purposes of the Option, “Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).

4928-1241-2749.4

Stock Option Number:

In all events the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 5.2. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement.

6.Non-Transferability.

The Option and any other rights of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.6 of the Plan.

7.Notices.

Any notice to be given under the terms of this Option Agreement shall be in writing or in an electronic notice approved by the Administrator.

8.Plan.

The Option and all rights of the Grantee under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Option Agreement. The Grantee acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

9.Entire Agreement.

This Option Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the Plan.

10.Governing Law.

This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

11.Effect of this Agreement.

Subject to the Corporation’s right to terminate the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation.

4928-1241-2749.4

Stock Option Number:

12.Counterparts.

This Option Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose.

13.Section Headings.

The section headings of this Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

14.Clawback Policy.

The Option is subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require forfeiture of the Option and repayment or forfeiture of any shares of Common Stock or other cash or property received with respect to the Option (including any value received from a disposition of the shares acquired upon exercise of the Option).

15.No Advice Regarding Grant.

The Grantee is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Grantee may determine is needed or appropriate with respect to the Option (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Option and any shares that may be acquired upon exercise of the Option). Neither the Corporation nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Option Agreement) or recommendation with respect to the Option. Except for the withholding rights contemplated by Section 4 above and Section 8.5 of the Plan, the Grantee is solely responsible for any and all tax liability that may arise with respect to the Option and any shares that may be acquired upon exercise of the Option.

4928-1241-2749.4

Document

Exhibit 10.4

Stock Option Number:

HEARTFLOW, INC.

2025 PERFORMANCE INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT

You (the “Grantee”) have been granted an option (the “Option”) to purchase Common Stock, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Name of Grantee:	[_________]
Total Number of Shares Granted<br>Subject to the Option:	[_________]
Type of Option:	Nonstatutory Stock Option
	Incentive Stock Option
Exercise Price per Share:1	$[●]
Grant Date:	[●], 2025
Expiration Date:2	[●], 2035
Vesting Commencement Date:	[●], 2025
Vesting Schedule:	[NEW DIRECTOR AWARDS] [This Option will become vested and exercisable as to one-third of the total number of shares of Common Stock subject to the Option on the first anniversary of the Vesting Commencement Date, and will become vested and exercisable as to remainder in 24 substantially equal monthly installments thereafter, subject in each case to continued employment or service through the applicable vesting date.]<br><br><br><br>[CONTINUING DIRECTOR AWARDS] [This Option will become vested and exercisable as to 100% of the total number of shares of Common Stock subject to the Option on the earlier of (i) the first anniversary of the Grant Date and (ii) the date of the Corporation’s 2026 annual meeting, (the “Vesting Date”), subject to continued employment or service through such vesting date.]

1 Subject to adjustment under Section 7.1 of the Plan.

2 Subject to early termination under Section 5 of the Terms and Section 7.2 of the Plan.

Stock Option Number:

GRANTEE:<br><br>__________________________________<br><br>Date<br><br><br><br>__________________________________<br><br>Signature<br><br><br><br>__________________________________<br><br>Print Name	HEARTFLOW, INC.:<br><br><br><br>By: __________________________________<br><br><br><br><br><br>Its: __________________________________

4896-7776-1613.4

Stock Option Number:

HEARTFLOW, INC.

2025 PERFORMANCE INCENTIVE PLAN

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION

1.General.

2.Vesting; Limits on Exercise; Incentive Stock Option Status.

•No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

•Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

3.Continuance of Employment/Service Required; No Employment/Service Commitment.

4896-7776-1613.4

Stock Option Number:

termination of rights and benefits upon or following a termination of employment or services as provided in Section 5 below or under the Plan.

4.Method of Exercise of Option.

•payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation;

•any written statements or agreements required pursuant to Section 8.1 of the Plan; and

•satisfaction of the tax withholding provisions of Section 8.5 of the Plan.

•notice and third party payment in such manner as may be authorized by the Administrator;

•in shares of Common Stock already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;

•a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.

5.Early Termination of Option.

5.2Possible Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events as provided in Section 7.2 of the Plan.

4896-7776-1613.4

Stock Option Number:

For purposes of the Option, “Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).

6.Non-Transferability.

The Option and any other rights of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.6 of the Plan.

7.Notices.

Any notice to be given under the terms of this Option Agreement shall be in writing or in an electronic notice approved by the Administrator.

8.Plan.

The Option and all rights of the Grantee under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be

4896-7776-1613.4

Stock Option Number:

bound by the terms of the Plan and this Option Agreement. The Grantee acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

9.Entire Agreement.

10.Governing Law.

This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

11.Effect of this Agreement.

12.Counterparts.

13.Section Headings.

The section headings of this Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

14.Clawback Policy.

4896-7776-1613.4

Stock Option Number:

15.No Advice Regarding Grant.

4896-7776-1613.4

Document

Exhibit 10.5

Award Number:

HEARTFLOW, INC.

2025 PERFORMANCE INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD

You (the “Grantee”) have been granted an award of Restricted Stock Units (the “Award”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Grantee:	[________]
Total Number of Restricted Stock Units Awarded:	[________]
Grant Date:	[●], 2025
Vesting Commencement Date:	[●], 2025
---	---
Vesting Schedule:	[Vesting schedule to be inserted], subject in each case to continued employment or service through the applicable vesting date.

______________________________________________________________________________

By your signature and the Corporation’s signature below, you and the Corporation agree that the Award is granted under and governed by the terms and conditions of the Corporation’s 2025 Performance Incentive Plan (the “Plan”) and the Terms and Conditions of Restricted Stock Unit Award (the “Terms”), which are attached and incorporated herein by this reference. This Notice of Restricted Stock Unit Award, together with the Terms, will be referred to as your Award Agreement. The Award has been granted to you in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to you. Capitalized terms are defined in the Plan if not defined herein or in the Terms. You acknowledge receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

GRANTEE:<br><br>__________________________________<br><br>Date<br><br><br><br>__________________________________<br><br>Signature<br><br><br><br>__________________________________<br><br>Print Name	HEARTFLOW, INC.:<br><br><br><br>By: __________________________________<br><br><br><br><br><br>Its: __________________________________

4904-4322-1581.4

HEARTFLOW, INC.

2025 PERFORMANCE INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD

1.Grant of Restricted Stock Units.

(a) General. These Terms and Conditions of Restricted Stock Unit Award (these “Terms”) apply to a particular restricted stock unit award (the “Award”) if incorporated by reference in the Notice of Restricted Stock Unit Grant (the “Grant Notice”) corresponding to that particular grant. The recipient of the Award identified in the Grant Notice is referred to as the “Grantee.” The effective date of grant of the Award as set forth in the Grant Notice is referred to as the “Grant Date.” The Award was granted under and subject to the Heartflow, Inc. 2025 Performance Incentive Plan (the “Plan”). The number of shares covered by the Award are subject to adjustment under Section 7.1 of the Plan. Capitalized terms are defined in the Plan if not defined herein. The Award has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. The Grant Notice and these Terms are collectively referred to as the “Award Agreement” applicable to the Award.

(b) Restricted Stock Units. As used herein, a “Restricted Stock Unit” is a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent in value to one outstanding share of Common Stock of the Corporation. The Restricted Stock Units shall be used solely as a device for the determination of any payment to eventually be made to the Grantee if and when such Restricted Stock Units vest pursuant to Section 2. The Restricted Stock Units create no fiduciary duty to the Grantee and shall create only a contractual obligation on the part of the Corporation to make payments, subject to vesting and the other terms and conditions hereof, as provided in Section 6 below. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. No assets have been secured or set aside by the Corporation with respect to the Award and, if amounts become payable to the Grantee pursuant to this Award Agreement, the Grantee’s rights with respect to such amounts shall be no greater than the rights of any general unsecured creditor of the Corporation.

2.Vesting. As set forth in the Grant Notice, this Award shall vest and become earned in percentage installments, subject to earlier termination or acceleration and subject to adjustment as provided in the Award Agreement and in the Plan. The Award may be subject to time and/or performance-based vesting conditions, as set forth in the Grant Notice. Continued employment will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights or benefits in connection with the end of a performance period to the extent the related performance condition(s) are not satisfied.

3.Continuance of Employment/Service Required; No Employment/Service Commitment. The vesting schedule applicable to the Award requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Award Agreement. Except as provided in the Grant Notice, employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 7 below or under the Plan.

Nothing contained in this Award Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the Grantee’s status, if he or she

4904-4322-1581.4

is an employee, as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Grantee’s other compensation. Nothing in this Award Agreement, however, is intended to adversely affect any independent contractual right of the Grantee without his/her consent thereto.

4.Dividend and Voting Rights.

(a) Limitations on Rights Associated with Units. The Grantee shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 4(b) hereof) and no voting rights with respect to the Restricted Stock Units or any shares of Common Stock issuable in respect of such Restricted Stock Units, until shares of Common Stock are actually issued to and held of record by the Grantee. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate evidencing the shares.

(b) Dividend Equivalent Reinvestment. As of each date that the Corporation pays an ordinary cash dividend on its outstanding Common Stock for which the related record date occurs after the Grant Date and prior to the date all Restricted Stock Units subject to the Award have either been paid or have terminated, the Corporation shall credit the Grantee with an additional number of Restricted Stock Units equal to (a) the amount of the ordinary cash dividend paid by the Corporation on a single share of Common Stock on that date, multiplied by (b) the number of Restricted Stock Units subject to the Award outstanding and unpaid as of such record date (including any Restricted Stock Units previously credited under this Section 4(b) and with such total number subject to adjustment pursuant to Section 7.1 of the Plan), divided by (c) the closing price of a share of Common Stock on that date. Any Restricted Stock Units credited pursuant to the foregoing provisions of this Section 4(b) will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original Restricted Stock Units to which they relate. No crediting of Restricted Stock Units will be made pursuant to this Section 4(b) with respect to any Restricted Stock Units which, as of the related record date, have either been paid or have terminated.

5.Restrictions on Transfer. Prior to the time the Restricted Stock Units are vested and paid, neither the Restricted Stock Units comprising the Award nor any interest therein or amount payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, other than by will or the laws of descent and distribution.

6.Timing and Manner of Payment of Restricted Stock Units. Except as otherwise provided in the Grant Notice, the Restricted Stock Units subject to this Award Agreement shall be paid in an equivalent number of whole shares of Common Stock (with any fractional Restricted Stock Units credited in respect of the Restricted Stock Units rounded to the nearest whole share) promptly after becoming vested (and in all events not later than the first March 15 following the year in which such Restricted Stock Units became vested) in accordance with the terms hereof. Each such payment of Restricted Stock Units shall be subject to the tax withholding provisions of Section 9 hereof and Section 8.5 of the Plan and subject to adjustment as provided in Section 7.1 of the Plan and shall be in complete satisfaction of such vested Restricted Stock Units. The Grantee or any other person entitled under the Plan to receive a payment of shares of Common Stock shall deliver to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan.

4904-4322-1581.4

7.Effect of Termination of Employment or Services. Except as otherwise provided in the Grant Notice, the Grantee’s Restricted Stock Units shall terminate to the extent such units have not become vested upon the first date the Grantee is no longer employed by or providing services to the Corporation or one of its Subsidiaries, regardless of the reason for the termination of such employment or services, whether with or without cause, voluntarily or involuntarily. The Corporation shall have no obligation as to any Restricted Stock Units that are terminated pursuant to the Grant Notice or this Section 7.

8.Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan, the Administrator will make adjustments if appropriate in the number of Restricted Stock Units contemplated hereby and the number and kind of securities that may be issued in respect of the Award.

9. Tax Withholding. The Corporation may satisfy any tax withholding obligations in respect of the Restricted Stock Units in accordance with Section 8.5 of the Plan.

10.Notices. Any notice to be given under the terms of this Award Agreement shall be in writing or in an electronic notice approved by the Administrator.

11.Plan. The Award and all rights of the Grantee under this Award Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Award Agreement. The Grantee acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Award Agreement. Unless otherwise expressly provided in other sections of this Award Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

12. Entire Agreement. This Award Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to Section 8.6 of the Plan.

13. Governing Law. This Award Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

14. Effect of this Agreement. Subject to the Corporation’s right to terminate the Award pursuant to Section 7.2 of the Plan, this Award Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation.

15. Counterparts. This Award Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose.

4904-4322-1581.4

16.Section Headings. The section headings of this Award Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

17.Clawback Policy. The Restricted Stock Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Restricted Stock Units or any shares of Common Stock or other cash or property received with respect to the Restricted Stock Units (including any value received from a disposition of the shares acquired upon payment of the Restricted Stock Units).

18. No Advice Regarding Grant. The Grantee is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Grantee may determine is needed or appropriate with respect to the Award (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Award and any shares that may be acquired upon payment of the Award). Neither the Corporation nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Award Agreement) or recommendation with respect to the Award. Except for the withholding rights contemplated by Section 9 above and Section 8.5 of the Plan, the Grantee is solely responsible for any and all tax liability that may arise with respect to the Award and any shares that may be acquired upon payment of the Award.

19.Six-Month Delay. Notwithstanding any provision of these Terms to the contrary, if the Grantee is a “specified employee” as defined in Section 409A of the Code, the Grantee shall not be entitled to any payment with respect to the Award in connection with the Grantee’s “separation from service” (as that term is used for purposes of Section 409A of the Code) until the earlier of (a) the date which is six (6) months after the Grantee’s separation from service for any reason other than the Grantee’s death, or (b) the date of the Grantee’s death. Any amounts otherwise payable to the Grantee following the Grantee’s separation from service that are not so paid by reason of this Section 19 shall be paid as soon as practicable for the Corporation (and in all events within thirty (30) days) after the date that is six (6) months after the Grantee’s separation from service (or, if earlier, the date of the Grantee’s death). The provisions of this Section 19 shall only apply if, and to the extent, required to comply with Section 409A of the Code.

20.Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Award Agreement shall be construed and interpreted consistent with that intent.

4904-4322-1581.4

Document

Exhibit 10.8

HEARTFLOW, INC.

DIRECTOR COMPENSATION POLICY

(Effective August 8, 2025)

Directors of Heartflow, Inc., a Delaware corporation (the “Company”), who are not employed by the Company or one of its subsidiaries (“non-employee directors”) are entitled to the compensation set forth below, effective as of , 2025, for their service as a member of the Board of Directors (the “Board”) of the Company. The Board has the right to amend this policy from time to time.

Cash Compensation
Annual Cash Retainer	$50,000
Annual Chairperson Retainer	$45,000
Annual Audit Committee Chairperson Retainer	$20,000
Annual Compensation Committee Chairperson Retainer	$15,000
Annual Nominating and Corporate Governance Committee Chairperson Retainer	$10,000
Annual Audit Committee Member Retainer	$10,000
Annual Compensation Committee Member Retainer	$7,500
Annual Nominating and Corporate Governance Committee Member Retainer	$5,000
Equity Compensation
Initial Equity Award (new director)	$500,000
Annual Equity Award (continuing director)	$250,000

Cash Compensation

Each non-employee director will be entitled to an annual cash retainer while serving on the Board in the amount set forth above (the “Annual Cash Retainer”). A non-employee director who serves as the Chairperson of the Board will be entitled to an additional annual cash retainer while serving in that position in the amount set forth above (the “Annual Chairperson Retainer”). A non-employee director who serves as the Chairperson of the Audit Committee will be entitled to an additional annual cash retainer while serving in that position in the amount set forth above (the “Annual Audit Committee Chairperson Retainer”). A non-employee director who serves as the Chairperson of the Compensation Committee will be entitled to an additional annual cash retainer while serving in that position in the amount set forth above (the “Annual Compensation Committee Chairperson Retainer”). A non-employee director who serves as the Chairperson of the Nominating and Corporate Governance Committee will be entitled to an additional annual cash retainer while serving in that position in the amount set forth above (the “Annual Nominating and Governance Committee Chairperson Retainer”). A non-employee director who serves as a member of the Audit Committee (other than the Chairperson of the Audit Committee) will be entitled to an additional annual cash retainer while serving in that position in the amount set forth above (the “Annual Audit Committee Member Retainer”). A non-employee director who serves as a member of the Compensation Committee (other than the Chairperson of the Compensation Committee) will be entitled to an additional annual cash retainer while serving in that position in the amount set forth above (the “Annual Compensation Committee Member Retainer”). A non-employee director who serves as a member of the Nominating and Corporate Governance Committee (other than the Chairperson of the Nominating and Corporate Governance Committee) will be entitled to an additional annual cash retainer while serving in that position in the amount set forth above (the “Annual Nominating and Governance Committee Member Retainer”). No non-employee director will be entitled to a meeting fee for attending in-person or telephonically any Board or committee meetings.

The amounts of the Annual Cash Retainer, Annual Chairperson Retainer, Annual Audit Committee Chairperson Retainer, Annual Compensation Committee Chairperson Retainer, Annual Nominating and Governance Committee Chairperson Retainer and Annual Audit Committee Member Retainer, Annual Compensation Committee Member Retainer and Annual Nominating and Governance Committee Member Retainer are expressed as annualized amounts. These retainers will be paid on a quarterly basis, following the end of each calendar quarter in

arrears, and will be pro-rated if a non-employee director serves (or serves in the corresponding position, as the case may be) for only a portion of the calendar quarter (with the proration based on the number of calendar days in the quarter that the director served as a non-employee director or held the particular position, as the case may be).

Equity Awards

Annual Equity Awards for Continuing Board Members

On the date of the Company’s initial public offering (“IPO”) and on the date of each annual meeting of the Company’s stockholders thereafter, each non-employee director then in office will automatically be granted an annual equity award with a value equal to that set forth in the table above, which award shall be one hundred percent (100%) in nonstatutory stock options (the “Annual Equity Award”). The number of stock options underlying the Annual Equity Award will be determined on the date of grant by dividing the Annual Equity Award value by the fair value of a stock option calculated using the same pricing model and assumptions used in the Company’s financial statements and the price to be the price set forth in the final prospectus as of the IPO (“Common Stock”) or the trailing 20 trading day average closing stock price of a share of Common Stock on the date of the annual meeting, as applicable; provided that the dollar value of the initial award for the continuing non-employee directors as of the IPO who did not receive compensation for board service prior to the IPO shall be $500,000. Subject to the non-employee director’s continued service, the Annual Equity Award will vest in one installment on the first anniversary of the date of grant. Should the annual meeting of the Company’s stockholders in the year following the year in which the Annual Equity Award was granted occur prior to the vesting date of the Annual Equity Award, the outstanding and unvested portion of the Annual Equity Award will vest on the day prior to that annual meeting. In the event that more than one annual meeting of the Company’s stockholders occurs during a given fiscal year, Annual Equity Awards will be made only in connection with the first such meeting to occur in that year.

Equity Awards for New Board Members

For each new non-employee director appointed or elected to the Board, on the date that the new non-employee director first becomes a member of the Board or the date of the IPO, as applicable, the new non-employee director will automatically be granted an equity award with a value equal to that set forth in the table above, which award shall be one hundred percent (100%) in nonstatutory stock options (the “New Director Equity Award”), with the number of stock options subject to such New Director Equity Award to be determined in the same manner as described above with respect to Annual Equity Awards. For each new non-employee director appointed or elected to the Board, subject to the non-employee director’s continued service, 1/3 of the New Director Equity Award will vest on the first anniversary of the grant date and the remaining 2/3 of the New Director Equity Award will vest in 24 substantially equal monthly installments thereafter.

Provisions Applicable to All Equity Awards

Each Annual Equity Award and New Director Equity Award will be made under and subject to the terms and conditions of the Company’s 2025 Performance Incentive Plan or any successor equity compensation plan approved by the Company’s stockholders and in effect at the time of grant, and will be evidenced by, and subject to the terms and conditions of, any award agreement in the form approved by the Board to evidence such type of grant pursuant to this policy.

Expense Reimbursement

All directors will be entitled to reimbursement from the Company for their reasonable travel (including airfare and ground transportation), lodging and meal expenses incident to meetings of the Board or committees thereof or in connection with other Board-related business.

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John C.M. Farquhar, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Heartflow, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.[Omitted];

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 19, 2025	By:	/s/ John C.M. Farquhar
		John C.M. Farquhar
		President and Chief Executive Officer
		(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Vikram Verghese, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Heartflow, Inc.;

b.[Omitted];

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 19, 2025	By:	/s/ Vikram Verghese
		Vikram Verghese
		Chief Financial Officer
		(Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Heartflow, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify that, to the best of my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: September 19, 2025	By:	/s/ John C.M. Farquhar
		John C.M. Farquhar
		President and Chief Executive Officer
		(Principal Executive Officer)

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: September 19, 2025	By:	/s/ Vikram Verghese
		Vikram Verghese
		Chief Financial Officer
		(Principal Financial Officer)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2025

For the transition period from ____ to ____

Commission File Number: 001-42790

Heartflow, Inc.

Registrant’s telephone number, including area code: (650) 241-1221

83,396,102.

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Part I. Financial Information

Item 1. Condensed Consolidated Financial Statements

HeartFlow Holding, Inc.

Condensed Consolidated Balance Sheets

The accompanying notes are an integral part of these condensed consolidated financial statements.

HeartFlow Holding, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

The accompanying notes are an integral part of these condensed consolidated financial statements.

HeartFlow Holding, Inc.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(in thousands, except share and per share amounts)

The accompanying notes are an integral part of these condensed consolidated financial statements.

HeartFlow Holding, Inc.

Condensed Consolidated Statements of Cash Flows

The accompanying notes are an integral part of these condensed consolidated financial statements.

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

1. Business Overview

Description of Business

Reverse Stock Split

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

Initial Public Offering

Liquidity

2. Summary of Significant Accounting Policies

Basis of Presentation

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

Use of Estimates

Segment Information

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

Cash, Cash Equivalents and Restricted Cash

Fair Value of Financial Instruments

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

Concentration of Credit Risk and Significant Customers

Deferred Offering Costs

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

Leases

Term Loan

2025 Convertible Notes

Common Stock Warrants

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

Embedded Derivatives

Redeemable Convertible Preferred Stock

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

Revenue Recognition

Unbilled Receivables

Contract Costs

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

Remaining Performance Obligations

Contract Liabilities

Cost of Revenue

Stock-Based Compensation

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

Income Taxes

Comprehensive Loss

Foreign Currency

Net Loss Per Share

HeartFlow Holding, Inc.

Notes to Condensed Consolidated Financial Statements

For the transition period from to