Основная статистика
| CIK | 1560293 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tenon Medical, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 or ☐ 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 001-41364 TENON MEDIC |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2025 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| August 7, 2025 |
Exhibit 99.1 Tenon Medical® Expands Sacro-Pelvic Fusion Portfolio with Strategic Asset Acquisition ~ SiVantage Portfolio Acquisition Enhances Tenon’s Sacroiliac Joint Fusion Capabilities with a Unique Multi-Product, Multi-Approach Solution ~ ~ Significant Enhancement of Tenon Medical’s Commercial Leadership to Accelerate Growth Initiatives ~ ~ Reinforces Tenon’s Commitment to Fusion-Driven Innovat |
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| August 7, 2025 |
Form of Employment Agreement between Tenon Medical Inc. and Nate Grawey, dated August 1, 2025 Exhibit 10.2 This Employment Agreement is entered into as of August 1, 2025 (the “Agreement”) by and between Tenon Medical, Inc. (the “Company”), and Nate Grawey (“Executive”). RECITALS WHEREAS, Executive has executed the Confidential Information, Invention Assignment and Arbitration Agreement on or before the Effective Date in favor of the Company (the “Confidential Information Agreement”); and W |
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| August 7, 2025 |
Form of Employment Agreement between Tenon Medical Inc. and Wyatt Geist, dated August 1, 2025 Exhibit 10.1 This Employment Agreement is entered into as of August 1, 2025 (the “Agreement”) by and between Tenon Medical, Inc. (the “Company”), and Wyatt Geist (“Executive”). RECITALS WHEREAS, Executive has executed the Confidential Information, Invention Assignment and Arbitration Agreement on or before the Effective Date in favor of the Company (the “Confidential Information Agreement”); and W |
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| August 7, 2025 |
Asset Purchase Agreement between Tenon Medical Inc. and SIMPL Medical, LLC, dated August 1, 2025 Exhibit 2.2 Execution Version ASSET PURCHASE AGREEMENT by and between SIMPL MEDICAL, LLC and TENON MEDICAL, INC. dated as of August 1, 2025 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 9 Section 2.01 Purchase and Sale of Assets. 9 Section 2.02 Excluded Assets. 10 Section 2.03 Assumed Liabilities. 11 Section 2.04 Excluded Liabilities. 11 Section 2.05 Purchase Price; Paymen |
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| August 7, 2025 |
Asset Purchase Agreement between Tenon Medical Inc. and SiVantage Inc., dated August 1, 2025 Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT by and between SiVantage, Inc. and Tenon Medical, Inc. dated as of August 1, 2025 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 10 Section 2.01 Purchase and Sale of Assets. 10 Section 2.02 Excluded Assets. 11 Section 2.03 Assumed Liabilities. 12 Section 2.04 Excluded Liabilities. 12 Section 2.05 Purchase Price; Payment |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 or ☐ 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 001-41364 TENON MEDI |
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| April 16, 2025 |
Tenon Medical, Inc. 5,673,550 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-286387 PROSPECTUS Tenon Medical, Inc. 5,673,550 Shares of Common Stock This prospectus relates to the resale from time to time of up to 5,673,550 shares of common stock, par value $0.001 per share, of Tenon Medical, Inc. (the “Selling Stockholder Shares”) by the selling stockholder identified in this prospectus (the “Selling Stockholder”), cons |
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| April 11, 2025 |
Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 April 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Tenon Medical, Inc. Request for Acceleration Registration Statement on Form S-1 File No. 333-286387 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended |
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| April 4, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 Tenon Medical, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee R |
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| April 4, 2025 |
As filed with the Securities and Exchange Commission on April 4, 2025 As filed with the Securities and Exchange Commission on April 4, 2025 Registration No. |
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| March 28, 2025 |
Exhibit 4.2 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENON MEDICAL, INC. Warrant Shares: Original Issuance Date: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the date he |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2025 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| March 28, 2025 |
Exhibit 1.1 Placement Agency Agreement March 25, 2025 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Attn: Chief Executive Officer Dear Mr. Steven M. Foster: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Tenon Medical, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exc |
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| March 28, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 28, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2025, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set |
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| March 28, 2025 |
Exhibit 99.1 Tenon Medical, Inc. Announces a $2.5 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market Under Nasdaq Rules LOS GATOS, CA / ACCESSWIRE / March 25, 2025 / Tenon Medical, Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a company transforming care for patients suffering with certain sacroiliac joint (SI Joint) disorders, today announced it has entered |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2025 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| March 27, 2025 |
Exhibit 99.1 Tenon Medical, Inc. Announces a Registered Direct Offering and Concurrent Private Placement Priced At-The-Market Under Nasdaq Rules LOS GATOS, CA / ACCESSWIRE / March 25, 2025 / Tenon Medical, Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a company transforming care for patients suffering with certain sacroiliac joint (SI Joint) disorders, today announced it has entered into a securi |
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| March 27, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2025, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set |
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| March 27, 2025 |
Exhibit 4.2 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENON MEDICAL, INC. Warrant Shares: Original Issuance Date: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the date he |
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| March 27, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-271648 PROSPECTUS SUPPLEMENT (To Prospectus dated May 17, 2023) 615,000 Shares of Common Stock Pre-Funded Warrants to Purchase 656,500 Shares of Common Stock 656,500 Shares of Common Stock Underlying Pre-Funded Warrants We are offering 615,000 shares of our common stock, par value $0.001per share, at a public offering price of $2.00 per share t |
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| March 27, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 27, 2025 |
Exhibit 1.1 Placement Agency Agreement March [●], 2025 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Attn: Chief Executive Officer Dear Mr. Steven M. Foster: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Tenon Medical, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the ex |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41364 TENON MEDICAL, INC. (Exact name of registrant as |
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| March 26, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-271648 PROSPECTUS SUPPLEMENT (To Prospectus dated May 17, 2023) 615,000 Shares of Common Stock Pre-Funded Warrants to Purchase 118,500 Shares of Common Stock 118,500 Shares of Common Stock Underlying Pre-Funded Warrants We are offering 615,000 shares of our common stock, par value $0.001per share, at a public offering price of $2.00 per share t |
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| March 12, 2025 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 12, 2025 |
Financial Advisory Agreement, dated March 11, 2025 Exhibit 10.2 CONFIDENTIAL March 11, 2025 Tenon Medical, Inc. Attention: Steven M. Foster 104 Cooper Court Los Gatos, CA 95032 The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by Tenon Medical, Inc. (the “Company”) to render Financial Services (as defined below) to the Company. 1. Services. During the term |
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| March 12, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2025 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| March 12, 2025 |
Exhibit 10.1 TENON MEDICAL, INC. 104 Cooper Court Los Gatos, CA 95032 March 11, 2025 To the Holder of September 2024 Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: TENON MEDICAL, INC. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new warra |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 or ☐ 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 001-41364 TENON |
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| November 12, 2024 |
Tenon Medical, Inc. 2,445,700 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-282704 PROSPECTUS Tenon Medical, Inc. 2,445,700 Shares of Common Stock This prospectus relates to the resale from time to time of up to 2,445,700 shares of common stock, par value $0.001 per share, of Tenon Medical, Inc. (the “Selling Stockholder Shares”) by the selling stockholder identified in this prospectus (the “Selling Stockholder”), cons |
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| November 4, 2024 |
As filed with the Securities and Exchange Commission on November 4, 2024 As filed with the Securities and Exchange Commission on November 4, 2024 Registration No. |
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| November 4, 2024 |
Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 November 4, 2024 VIA EDGAR Juan Grana and Margaret Sawicki Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Tenon Medical, Inc. Registration Statement on Form S-1 filed on October 17, 2024 File No. 333-282704 Dear Mr. Grana and Ms. Sa |
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| October 17, 2024 |
As filed with the Securities and Exchange Commission on October 17, 2024 As filed with the Securities and Exchange Commission on October 17, 2024 Registration No. |
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| October 17, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Tenon Medical, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per share 457(c) 2,445,700 $ 3.455 $ 8,449, |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Emp |
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| September 17, 2024 |
Exhibit 99.2 Tenon Medical, Inc. Announces Closing of $4.5 Million Public Offering Priced At-The-Market Under Nasdaq Rules LOS GATOS, CA / ACCESSWIRE / September 16, 2024 / Tenon Medical, Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a company transforming care for patients suffering with certain sacroiliac joint (SI Joint) disorders, today announced the closing of its previously announced “reaso |
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| September 17, 2024 |
Form of Placement Agency Agreement Exhibit 10.1 Placement Agency Agreement September 12, 2024 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Attn: Chief Executive Officer Dear Mr. Steven M. Foster: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Tenon Medical, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as th |
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| September 17, 2024 |
Form of Securities Purchase Agreement Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 12, 2024, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS, |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS |
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| September 17, 2024 |
Exhibit 99.1 Tenon Medical, Inc. Announces Pricing of $4.5 Million Public Offering Priced At-The-Market Under Nasdaq Rules Thursday, 12 September 2024 09:30 PM LOS GATOS, CA / ACCESSWIRE / September 12, 2024 / Tenon Medical, Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a company transforming care for patients suffering with certain sacroiliac joint (SI Joint) disorders, today announced the prici |
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| September 17, 2024 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENON MEDICAL, INC. Warrant Shares: 1,167,850 Issue Date: September 16, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th |
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| September 17, 2024 |
Exhibit 4.2 COMMON STOCK PURCHASE WARRANT TENON MEDCIAL, INC. Warrant Shares: 1,222,850 Original Issuance Date: September 16, 2024 Initial Exercise Date: September 16, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set f |
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| September 16, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS |
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| September 16, 2024 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-281531 PROSPECTUS 55,000 shares of Common Stock Common Warrants to Purchase up to 1,222,850 shares of Common Stock Pre-funded Warrants to Purchase up to 1,167,850 shares of Common Stock 1,222,850 shares of Common Stock underlying the Common Warrants 1,167,850 shares of Common Stock underlying the Pre-funded Warrants Tenon Medical, Inc. We are o |
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| September 16, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| September 16, 2024 |
Financial Advisory Agreement, dated September 16, 2024 Exhibit 10.2 CONFIDENTIAL September 16, 2024 Tenon Medical, Inc. Attention: Steven M. Foster 104 Cooper Court Los Gatos, CA 95032 The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by Tenon Medical, Inc. (the “Company”) to render Financial Services (as defined below) to the Company. 1. Services. During the |
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| September 16, 2024 |
Inducement Letter, dated September 16, 2024 Exhibit 10.1 TENON MEDICAL, INC. 104 Cooper Court Los Gatos, CA 95032 September 16, 2024 To the Holder of September 2024 Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: TENON MEDICAL, INC. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new w |
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| September 12, 2024 |
Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 September 12, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Conlon Danberg, Margaret Sawicki Re: Tenon Medical, Inc. Request for Acceleration Registration Statement on Form S-1, as amended File No. 333-281531 Ladies and Gentlemen: Pursuant to Rule 4 |
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| September 12, 2024 |
September 12, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Margaret Sawicki Re: Tenon Medical, Inc. Registration Statement on Form S-1 File No. 333-281531 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “ |
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| September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS E |
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| September 10, 2024 |
Amendment to Certificate of Designations, filed in Delaware on September 5, 2024. Exhibit 10.4 AMENDMENT TO CERTIFICATE OF DESIGNATIONS, RIGHTS, AND PREFERENCES OF SERIES A PREFFERED STOCK (Pursuant to Sections 242 of the General Corporation Law of the State of Delaware) Tenon Medical, Inc., a Delaware corporation (the “Corporation”), does hereby certify: Pursuant to authority expressly granted and vested in the Board of Directors of the Corporation (the “Board”) by the provisi |
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| September 10, 2024 |
Certificate of Designations, filed in Delaware on September 5, 2024. Exhibit 10.2 CERTIFICATE OF DESIGNATIONS, RIGHTS, AND PREFERENCES OF THE SERIES B PREFERRED STOCK TENON MEDICAL, INC. CERTIFICATE OF DESIGNATIONS, RIGHTS, AND PREFERENCES OF SERIES B PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law Tenon Medical, Inc., a Delaware corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board |
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| September 10, 2024 |
Form of Securities Purchase Agreement. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September [*], 2024, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio |
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| September 10, 2024 |
Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS |
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| September 9, 2024 |
Form of Securities Purchase Agreement Exhibit 10.15 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2024, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS, subject |
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| September 9, 2024 |
Form of Placement Agent Agreement Exhibit 1.1 Placement Agency Agreement August [*], 2024 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Attn: Chief Executive Officer Dear Mr. Steven M. Foster: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Tenon Medical, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the e |
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| September 9, 2024 |
As filed with the United States Securities and Exchange Commission on September 9, 2024 As filed with the United States Securities and Exchange Commission on September 9, 2024 Registration No. |
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| September 9, 2024 |
Exhibit 4.2 COMMON STOCK PURCHASE WARRANT TENON MEDCIAL, INC. Warrant Shares: [*] Original Issuance Date: August [*], 2024 Initial Exercise Date: [August [*], 2024]1 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a |
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| September 9, 2024 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENON MEDICAL, INC. Warrant Shares: [*] Issue Date: August [*], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here |
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| September 9, 2024 |
Power of Attorney (included on the signature page to the initial Registration Statement) As filed with the Securities and Exchange Commission on September 9, 2024 Registration No. |
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| September 9, 2024 |
List of Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries of Tenon Medical, Inc. None. |
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| September 9, 2024 |
Exhibit 3.3 AMENDMENT TO CERTIFICATE OF DESIGNATIONS, RIGHTS, AND PREFERENCES OF SERIES A PREFFERED STOCK (Pursuant to Sections 242 of the General Corporation Law of the State of Delaware) Tenon Medical, Inc., a Delaware corporation (the “Corporation”), does hereby certify: Pursuant to authority expressly granted and vested in the Board of Directors of the Corporation (the “Board”) by the provisio |
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| September 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS E |
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| September 6, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September [*], 2024, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio |
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| September 6, 2024 |
Exhibit 10.2 CERTIFICATE OF DESIGNATIONS, RIGHTS, AND PREFERENCES OF THE SERIES B PREFERRED STOCK TENON MEDICAL, INC. CERTIFICATE OF DESIGNATIONS, RIGHTS, AND PREFERENCES OF SERIES B PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law Tenon Medical, Inc., a Delaware corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board |
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| September 6, 2024 |
Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| August 27, 2024 |
Tenon Medical Appoints Medical Device Veteran, Kevin Williamson, Chief Financial Officer Exhibit 99.1 Tenon Medical Appoints Medical Device Veteran, Kevin Williamson, Chief Financial Officer Los Gatos, CA – August 27, 2024 - Tenon Medical, Inc. (NASDAQ: TNON) (“Tenon Medical” or the “Company”), a company transforming care for patients suffering with certain sacroiliac joint (SI Joint) disorders, today announced it has appointed Kevin Williamson as Chief Financial Officer. Mr. Williams |
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| August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Emp |
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| August 27, 2024 |
Offer Letter dated as of August 16, 2024, by and between the Registrant and Kevin Williamson Exhibit 10.1 August 16, 2024 Kevin Williamson Dear Kevin: I am pleased to offer you a position with Tenon Medical, Inc. (the “Company”), as its Chief Financial Officer, reporting to the Chief Executive Officer. If you decide to join us, you will receive an annual salary of $315,000 (the “Base Salary”), less applicable withholdings, which will be paid semi-monthly in accordance with the Company’s n |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Emp |
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| August 14, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Tenon Medical, Inc. |
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| August 14, 2024 |
As filed with the Securities and Exchange Commission on August 14, 2024 As filed with the Securities and Exchange Commission on August 14, 2024 Registration No. |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 or ☐ 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 001-41364 TENON MEDIC |
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| August 8, 2024 |
TNON / Tenon Medical, Inc. / Kovitz Investment Group Partners, LLC Passive Investment SC 13G 1 kovitztenon13g8824.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenon Medical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88066N204 (CUSIP Number) Jeremy Wilson, Kovitz Investment Group Partners LLC; 71 South Wacker Drive, Ste 11860 Chicago, IL 60606 (Name, Addres |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| July 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| July 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| July 10, 2024 |
Up to 5,000,000 Shares of Common Stock Tenon Medical, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-279336 PROSPECTUS Up to 5,000,000 Shares of Common Stock Tenon Medical, Inc. This prospectus relates to the resale, from time to time, of up to 5,000,000 shares of our common stock, par value $0.001 per share, by the selling stockholder, Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “Selling Stockholder”). Such shares of our common stoc |
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| July 5, 2024 |
PROSPECTUS Up to 424,807 Shares of Common Stock Tenon Medical, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-274451 PROSPECTUS Up to 424,807 Shares of Common Stock Tenon Medical, Inc. This prospectus relates to the resale, from time to time, of up to 424,807 shares of our common stock, par value $0.001 per share, by the selling stockholder, Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “Selling Stockholder”). The shares of our common stock to |
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| July 3, 2024 |
PRELIMINARY PROSPECTUS 2,000,000 Shares of Common Stock Underlying the Warrants Tenon Medical, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-272488 PRELIMINARY PROSPECTUS 2,000,000 Shares of Common Stock Underlying the Warrants Tenon Medical, Inc. This prospectus relates to the issuance by Tenon Medical, Inc. (the “Company”) of 2,000,000 shares of common stock, par value $0.001 per share upon the exercise of warrants (the “Tradeable Warrants”) issued in a public offering on June 16, |
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| July 2, 2024 |
PRELIMINARY PROSPECTUS 2,000,000 Shares of Common Stock Underlying the Warrants Tenon Medical, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-274451 PRELIMINARY PROSPECTUS 2,000,000 Shares of Common Stock Underlying the Warrants Tenon Medical, Inc. This prospectus relates to the issuance by Tenon Medical, Inc. (the “Company”) of 2,000,000 shares of common stock, par value $0.001 per share upon the exercise of warrants (the “Tradeable Warrants”) issued in a public offering on June 16, |
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| July 1, 2024 |
Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 July 1, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas O’Leary Re: Tenon Medical, Inc. Request for Acceleration Registration Statement on Form S-1, as amended File No. 333-279336 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under t |
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| June 21, 2024 |
As filed with the United States Securities and Exchange Commission on June 20, 2024 As filed with the United States Securities and Exchange Commission on June 20, 2024 Registration No. |
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| June 21, 2024 |
As filed with the United States Securities and Exchange Commission on June 20, 2024 As filed with the United States Securities and Exchange Commission on June 20, 2024 Registration No. |
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| June 21, 2024 |
As filed with the United States Securities and Exchange Commission on June 20, 2024 As filed with the United States Securities and Exchange Commission on June 20, 2024 Registration No. |
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| June 20, 2024 |
June 20, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Nicholas O’Leary/ Ms. Abby Adams Re: Tenon Medical, Inc. Registration Statement on Form S-1 Filed May 10, 2024 File No. 333-279336 Dear Staff: On behalf of Tenon Medical, Inc. (the “Company”), we have set |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 12, 2024 |
As filed with the United States Securities and Exchange Commission on June 11, 2024 As filed with the United States Securities and Exchange Commission on June 11, 2024 Registration No. |
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| June 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 or ☐ 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 001-41364 TENON MEDI |
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| May 10, 2024 |
As filed with the United States Securities and Exchange Commission on May 10, 2024 As filed with the United States Securities and Exchange Commission on May 10, 2024 Registration No. |
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| May 10, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Tenon Medical, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per share 457(c) 5,014,654 $ 0.86 $ 4,312,6 |
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| May 10, 2024 |
Power of Attorney (included on the signature page hereto) As filed with the United States Securities and Exchange Commission on May 10, 2024 Registration No. |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO AMENDMENT NO. 1 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TENON MEDICAL, INC. (Name of Subject Company) TENON MEDICAL, INC. (Offeror) Common Stock, par value $0.001 per share (Title of Class of Securities) 88066N204 (CUSIP Number of Class of Securities) |
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| April 8, 2024 |
Exhibit (a)(1)(C) TENON MEDICAL, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR RESTRICTED STOCK UNITS ELECTION FORM THE OFFER EXPIRES AT 11:59 P.M., EASTERN TIME, ON MAY 6, 2024, UNLESS THE OFFER IS EXTENDED Before completing and signing this election form, please make sure you received, read and understand the documents that comprise this offer to exchange certain outstanding options for |
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| April 8, 2024 |
Form of Email Notice Regarding Rejection of Options for Exchange. Exhibit (a)(1)(J) FORM OF CONFIRMATION OF REJECTION OF ELIGIBLE OPTIONS To: From: cphillips@tenonmed. |
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| April 8, 2024 |
Form of Non-qualified Stock Option Grant under 2022 Equity Incentive Plan Exhibit (d)(4) TENON MEDICAL, INC. 2022 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT Unless otherwise defined herein, the terms defined in the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of |
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| April 8, 2024 |
Option Exchange Presentation to Employees, Non-Employee Directors and Consultants. Exhibit (a)(1)(L) Option Exchange April 8, 2024 Option Exchange The Option Exchange is being made pursuant to the terms and conditions set forth in the Tenon Medical, Inc. |
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| April 8, 2024 |
Form of Launch Email to Eligible Participants. Exhibit (a)(1)(B) FORM OF LAUNCH EMAIL To: From: [email protected] Date: Friday, April 8, 2024 Subject: Launch of Stock Option Exchange IMPORTANT NEWS — PLEASE READ IMMEDIATELY. SHOULD YOU CHOOSE TO PARTICIPATE IN THIS OPTION EXCHANGE, YOU MUST TAKE ACTION BY 11:59 P.M., EASTERN TIME, ON May 6, 2024. Tenon Medical, Inc. (“Tenon,” “we,” “us” or “our”) is commencing a voluntary stock option exc |
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| April 8, 2024 |
Exhibit (a)(1)(A) TENON MEDICAL, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR RESTRICTED STOCK UNITS This document constitutes part of the prospectus relating to the securities registered under the Securities Act of 1933, as amended. The prospectus relates to an offer to exchange all, some or none of Eligible Participants Eligible Options under the Tenon Medical, Inc. 2022 Equity Incenti |
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| April 8, 2024 |
Notice of Withdrawal Election Form. Exhibit (a)(1)(D) TENON MEDICAL, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR RESTRICTED STOCK UNITS INSTRUCTIONS TO NOTICE OF WITHDRAWAL OF ELECTION FORM If you previously elected to accept the offer by Tenon Medical, Inc. (“Tenon”) to exchange some or all of your outstanding Eligible Options for Replacement RSUs (the “Option Exchange”), subject to the terms and conditions of the Offer |
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| April 8, 2024 |
Form of Incentive Stock Option Grant under 2022 Equity Incentive Plan Exhibit (d)(3) TENON MEDICAL, INC. 2022 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT Unless otherwise defined herein, the terms defined in the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TENON MEDICAL, INC. (Name of Subject Company) TENON MEDICAL, INC. (Offeror) Common Stock, par value $0.001 per share (Title of Class of Securities) 88066N204 (CUSIP Number of Class of Securities) Steven Foster C |
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| April 8, 2024 |
Form of Expiration Notice Email. Exhibit (a)(1)(K) FORM OF NOTICE TO ELIGIBLE HOLDERS REGARDING EXPIRATION OF OFFER PERIOD To: From: cphillips@tenonmed. |
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| April 8, 2024 |
Form of Email Confirming Receipt of Election Form Exhibit (a)(1)(F) FORM OF ELECTION CONFIRMATION TO ELIGIBLE HOLDERS To: From: cphillips@tenonmed. |
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| April 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables SC TO-I (Form Type) Tenon Medical, Inc. |
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| April 8, 2024 |
Form of Email Confirming Receipt of Notice of Withdrawal of Election Form. Exhibit (a)(1)(G) FORM OF CONFIRMATION OF WITHDRAWAL To: From: cphillips@tenonmed. |
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| April 8, 2024 |
Form of Reminder Email to Eligible Holders Regarding the Expiration of the Exchange Offer. Exhibit (a)(1)(H) FORM OF REMINDER EMAIL To: From: [email protected] Date: Subject: Option Exchange Election Reminder Our records show that you have not made an election to participate in Tenon Medical, Inc.’s Option Exchange. This email is to remind you that May 6, 2024 at 11:59 p.m., Eastern Time, is the final deadline to participate in the Option Exchange. To participate in the Option Exch |
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| April 8, 2024 |
Form of Statement of Eligible Options. Exhibit (a)(1)(E) TENON MEDICAL, INC. FORM OF Statement of Eligible Options [Name of Eligible Participant] As of April 8, 2024 ID Grant Number Grant Date Plan/Type Granted Shares Price Vested Unvested Outstanding Eligible Options: Totals New RSUs: Total Number of New RSU Shares Shares Vested Upon Acceptance Future Vesting — — — — — — — Total — — — — — |
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| April 8, 2024 |
Form of Email to Eligible Holders Confirming Acceptance of Eligible Options. Exhibit (a)(1)(I) FORM OF CONFIRMATION OF ACCEPTANCE OF ELIGIBLE OPTIONS To: From: cphillips@tenonmed. |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| April 1, 2024 |
Experienced Medical Devices Industry Executive Joins Tenon’s Board of Directors Exhibit 99.1 Experienced Medical Devices Industry Executive Joins Tenon’s Board of Directors LOS GATOS, CA / ACCESSWIRE / March 28, 2024 / Tenon Medical, Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a company transforming care for patients suffering with certain sacroiliac joint disorders, today announced that Kristine Jacques has been appointed as an independent member of the Company’s Board of |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41364 TENON MEDICAL, INC. (Exact name of registrant as |
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| March 29, 2024 |
Security Agreement dated November 21, 2023 between the Registrant and the Collateral Agent Exhibit 10.10 SECURITY AGREEMENT This security agreement as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof (this “Agreement”), dated as of November 21, 2023, is made by and between Tenon Medical, Inc., a Delaware corporation (the “Grantor”), Ascent Special Ventures LLC (“Ascent”), as collateral agent (in such capacity, together with its succ |
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| March 29, 2024 |
Secured Note dated November 21, 2023 made to WZC Ascent Family Trust Exhibit 10.8 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA |
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| March 29, 2024 |
Secured Note dated November 21, 2023 made to Ascent Special Ventures LLC Exhibit 10.7 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA |
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| March 29, 2024 |
Description of Securities of the Registrant Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description sets forth certain material terms and provisions of the common stock and warrants of Tenon Medical, Inc., a Delaware corporation, which are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
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| March 29, 2024 |
Exhibit 10.11 INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement is entered into as of November 21, 2023 by and between ASCENT SPECIAL VENTURES LLC, as collateral agent for the Secured Parties (the “Secured Parties”) described in the Security Agreement defined below (in such capacity, the “Collateral Agent”) and TENON MEDICAL, INC., a Delaware corporation (“Gran |
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| March 29, 2024 |
Tenon Medical, Inc. Clawback Policy Exhibit 97.1 TENON MEDICAL, INC. CLAWBACK POLICY Introduction The Board of Directors (“Board”) of Tenon Medical, Inc., a Delaware corporation (the “Company”), believes that it is in the best interests of the Company and its stockholders to adopt this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompl |
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| March 29, 2024 |
Exhibit 19.1 TENON MEDICAL, INC. INSIDER TRADING POLICY Dated: May 12, 2022 As revised 11-9-22 Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Tenon Medical, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Direct |
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| March 14, 2024 |
Exhibit 99.1 Tenon Medical Reports Fourth Quarter and Full Year 2023 Financial Results ~ Fourth Quarter 2023 Revenue Increased 192% Year-Over-Year ~ ~ Full Year 2023 Revenue Increased 324% Year-Over-Year ~ ~ Surgical Procedures Increased 179% Year-Over-Year in the Fourth Quarter and 312% for the Full Year 2023 ~ ~ Achieved Three Consecutive Quarters of Positive Gross Profit Margin in 2023 ~ ~ Cata |
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| March 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| February 22, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 20, 2024, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS E |
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| February 22, 2024 |
Certificate of Designations, Rights and Preferences for Series A Preferred Stock Exhibit 10.2 TENON MEDICAL, INC. CERTIFICATE OF DESIGNATIONS, RIGHTS, AND PREFERENCES OF SERIES A PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law Tenon Medical, Inc., a Delaware corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board of Directors”) pursuant to the authority |
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| February 22, 2024 |
Exhibit 99.1 Tenon Medical, Inc. Issues Approximately $3.85 Million in Series A Preferred Stock ~ Raises approximately $2.6 Million in gross proceeds ~ ~ Retires $1.25 Million in secured debt ~ LOS GATOS, CA / ACCESSWIRE / February 21, 2024 / Tenon Medical, Inc. (“Tenon” or the “Company”) (NASDAQ:TNON), a company transforming care for patients suffering with certain sacroiliac joint disorders, tod |
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| February 22, 2024 |
Form of Warrant issued in the February 2024 private placement issued by the Registrant. Exhibit 10.3 FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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| January 31, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT (Amendment No. 2) PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission |
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| January 11, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission (IRS Employer of inco |
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| January 10, 2024 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission (IRS Employer of |
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| January 10, 2024 |
Exhibit 99.1 Tenon Medical, Inc. Announces Second Adjournment of Special Meeting of Stockholders Meeting adjourned to Tuesday, January 30, 2024, at 1:30pm Pacific Time LOS GATOS, CA / ACCESSWIRE / January 8, 2024 / Tenon Medical, Inc. (“Tenon” or the “Company”) (NASDAQ:TNON), a company transforming care for patients suffering with certain sacroiliac joint disorders, today announced that the Januar |
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| December 26, 2023 |
Meeting adjourned to Monday, January 8, 2024 at 1:30pm Pacific Time Exhibit 99.1 Tenon Medical, Inc. Announces Adjournment of Special Meeting of Stockholders Tenon Medical, Inc. Meeting adjourned to Monday, January 8, 2024 at 1:30pm Pacific Time LOS GATOS, CA / ACCESSWIRE / December 22, 2023 / Tenon Medical, Inc. (“Tenon” or the “Company”) (NASDAQ:TNON), a company transforming care for patients suffering with certain sacroiliac joint disorders, today announced tha |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS E |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission (IRS Employer of in |
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| November 28, 2023 |
Form of Note issued by the Registrant in the November 2023 private placement. Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS E |
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| November 28, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2023, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| November 28, 2023 |
Form of Warrant issued by the Registrant in the November 2023 private placement. Exhibit 10.3 WARRANT NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIV |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 or ☐ 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 001-41364 TENON |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| November 7, 2023 |
Tenon Medical Announces 1:10 Reverse Split Exhibit 99.1 Tenon Medical Announces 1:10 Reverse Split LOS GATOS, CA / ACCESSWIRE / November 1, 2023 / Tenon Medical, Inc. (“Tenon” or the “Company”) (NASDAQ:TNON), a company transforming care for patients suffering with certain sacroiliac joint disorders, today announced, a 1:10 reverse stock split of the Company’s issued and outstanding common stock. The reverse stock split will become effectiv |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Em |
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| November 7, 2023 |
Exhibit 3.1 AMENDMENT TO CERTIFICATE OF INCORPORATION CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TENON MEDICAL, INC. (Pursuant to Sections 242 of the General Corporation Law of the State of Delaware) Tenon Medical, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: |
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| September 22, 2023 |
5,989,087 Shares of Common Stock Tenon Medical, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-274451 PROSPECTUS 5,989,087 Shares of Common Stock Tenon Medical, Inc. This prospectus relates to the resale, from time to time, of up to 5,989,087 shares of our common stock, par value $0.0001 per share, by the selling stockholder, Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “Selling Stockholder”). The shares of our common stock to w |
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| September 19, 2023 |
Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 September 19, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Tenon Medical, Inc. Request for Acceleration Registration Statement on Form S-1, as amended File No. 333-274451 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1 |
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| September 11, 2023 |
Letter from Armanino, LLP dated September 11, 2023, regarding change in accountant Exhibit 16.1 Armanino LLP 50 West San Fernando Street Suite 500 San Jose, CA 95113-2438 408 200 6400 main 408 200 6401 fax armanino.com September 11, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read the “Change in Registrant’s Certifying Accountant” item in the Registration Statement on Form S-1 of Tenon Medical, Inc. dated September 11, |
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| September 11, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 Tenon Medical, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per share 457(c) 5,989,087 $ 0.27 $ 1,617,0 |
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| September 11, 2023 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2023 Filed Pursuant to Rule 424(b)(5) Registration No. 333-271648 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COM |
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| September 11, 2023 |
As filed with the Securities and Exchange Commission on September 11, 2023 As filed with the Securities and Exchange Commission on September 11, 2023 Registration No. |
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| September 8, 2023 |
Letter from Armanino, LLP dated September 7, 2023, regarding change in accountant Exhibit 16.1 Armanino LLP 50 West San Fernando Street Suite 500 San Jose, CA 95113-2438 408 200 6400 main 408 200 6401 fax armanino.com September 7, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of the Current Report on Form 8-K of Tenon Medical, Inc. dated September 7, 2023, which we understand will be filed with the Securi |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS E |
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| September 8, 2023 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 2023 Filed Pursuant to Rule 424(b)(5) Registration No. 333-271648 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COM |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 or ☐ 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 001-41364 TENON MEDIC |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 28, 2023 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 2023, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herei |
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| July 28, 2023 |
Exhibit 10.1 Execution Version PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2023, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction of incorporation) (Commission File |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission (IR |
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| July 18, 2023 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT Tenon Medical, Inc. Warrant Shares: 20,000,000 Initial Exercise Date: June 16, 2023 CUSIP: 88066N113 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| June 20, 2023 |
Tenon Medical Announces Closing of $5.6 Million Public Offering Exhibit 99.2 Tenon Medical Announces Closing of $5.6 Million Public Offering LOS GATOS, CA - June 16, 2023 - Tenon Medical, Inc. (“Tenon” or the “Company”) (NASDAQ:TNON), a company transforming care for patients suffering with certain sacroiliac joint disorders, today announced the closing of its public offering of 10,000,000 units, with each unit consisting of one share of common stock and two wa |
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| June 20, 2023 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of June 14, 2023, between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS, subje |
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| June 20, 2023 |
Tenon Medical Announces Pricing of $5.6 Million Public Offering Exhibit 99.1 Tenon Medical Announces Pricing of $5.6 Million Public Offering LOS GATOS, CA - June 14, 2023 - Tenon Medical, Inc. (“Tenon” or the “Company”) (NASDAQ:TNON), a company transforming care for patients suffering with certain sacroiliac joint disorders, today announced the pricing of its public offering of 10,000,000 units, with each unit consisting of one share of common stock and two wa |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| June 20, 2023 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT June 14, 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Tenon Medical, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $5,600,000 units (the “Units”) of the Company, each Unit consisting of either (a) one (1) shar |
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| June 16, 2023 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-272488 PROSPECTUS Up to 10,000,000 Units, Each Unit Consisting of One Share of Common Stock and Two Warrants, Each to Purchase One Share of Common Stock Up to 20,000,000 Shares of Common Stock Underlying the Warrants We are offering on a best efforts basis up to 10,000,000 units (the “Units”), each Unit consisting of one share of our common sto |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Tenon Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 45-5574718 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 104 Cooper Court L |
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| June 7, 2023 |
Form of Placement Agency Agreement. Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Tenon Medical, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[] units (the “Units”) of the Company, each Unit consisting of either (a) one (1) share (the “Shar |
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| June 7, 2023 |
As filed with the Securities and Exchange Commission on June 7, 2023 As filed with the Securities and Exchange Commission on June 7, 2023 Registration No. |
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| June 7, 2023 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT Tenon Medical, Inc. Warrant Shares: Initial Exercise Date: [*], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial E |
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| June 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Tenon Medical, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry |
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| June 7, 2023 |
Form of Securities Purchase Agreement Exhibit 4.4 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [], 2023, between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). RECITALS WHEREAS, subject to |
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| June 7, 2023 |
Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Tenon Medical, Inc. Warrant Shares: Initial Exercise Date: [*], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date |
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| June 7, 2023 |
Exhibit 4.3 WARRANT AGENCY AGREEMENT THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2023, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and VSTOCK TRANSFER, LLC, a New York limited liability company (“Vstock” or the “Warrant Agent”). RECITALS WHEREAS, pursuant to the terms of that certain Placement Agency Agreement dated |
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| May 19, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2023 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| May 16, 2023 |
Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 May 16, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jordan Nimitz Re: Tenon Medical, Inc. Request for Acceleration Registration Statement on Form S-3, as amended File No. 333-271648 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the |
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| May 16, 2023 |
As filed with the Securities and Exchange Commission on May 16, 2023 As filed with the Securities and Exchange Commission on May 16, 2023 Registration No. |
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| May 9, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 Tenon Medical, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per share 457(c) and 457(h) 449,472 (3) $ 1 |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 or 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 001-41364 TENON MEDI |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 45-5574718 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 104 Cooper Court Los Gatos, CA 95032 (408) 649-5760 (Address, includ |
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| May 4, 2023 |
Second Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TENON MEDICAL, INC. Tenon Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is Tenon Medical, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware |
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| May 4, 2023 |
Equity Distribution Agreement, dated May 4, 2023 between the Registrant and Maxim Group LLC. Exhibit 1.2 Tenon Medical, Inc. Up to $6,700,000 Shares of Common Stock Equity Distribution Agreement May 4, 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Tenon Medical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as exclusive sales agent, shares of common stock, par value $0.001 p |
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| May 4, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Tenon Medical, Inc. |
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| May 4, 2023 |
Powers of Attorney (included on the signature page of Registration Statement) As filed with the Securities and Exchange Commission on May 4, 2023 Registration No. |
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| April 24, 2023 |
DRS 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on April 24, 2023. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential. Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41364 TENON MEDICAL, INC. (Exact name of registrant as |
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| February 15, 2023 |
Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 February 15, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Richie Re: Tenon Medical, Inc. Withdrawal of Acceleration Request Registration Statement on Form S-1, as amended File No. 333-269653 Ladies and Gentlemen: On February 8, 2023, Tenon |
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| February 9, 2023 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT Tenon Medical, Inc. Warrant Shares: Initial Exercise Date: [*], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial E |
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| February 9, 2023 |
Form of Warrant Agency Agreement. Exhibit 10.13 WARRANT AGENCY AGREEMENT THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is entered into and made effective as of February [*], 2023, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and VSTOCK TRANSFER, LLC, a New York limited liability company (“Vstock” or the “Warrant Agent”). RECITALS WHEREAS, pursuant to the terms of that certain Underwriting Agreemen |
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| February 9, 2023 |
Form of Underwriting Agreement. EX-1.1 2 cm266ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 [*] SHARES of Common Stock, [*] PRE-FUNDED WARRANTS, and [*] Warrants of TENON MEDICAL, INC. UNDERWRITING AGREEMENT [*], 2023 Maxim Group LLC As the Representative of the several underwriters, if any, named in Schedule I hereto c/o Maxim Group LLC 300 Park Avenue, 16th floor New York NY 10022 Ladies and Gentlemen: The undersigned, Tenon Medical, Inc. |
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| February 9, 2023 |
Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Tenon Medical, Inc. Warrant Shares: Initial Exercise Date: [*], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date |
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| February 9, 2023 |
As filed with the Securities and Exchange Commission on February 9, 2023 Registration No. |
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| February 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Tenon Medical, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Carr |
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| February 8, 2023 |
As filed with the Securities and Exchange Commission on February 8, 2023 Registration No. |
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| January 13, 2023 |
DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on January 13, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenon Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 45-5574718 (State or Other Jurisdiction of |
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| November 15, 2022 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 Tenon Medical, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price per Share (2) Proposed Maximul Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per share 457(c) and 457(h) 2,327,394 |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 45-5574718 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 104 Cooper Court Los Gatos, CA 95032 (408) 649-5760 (Address, includ |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q 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 SEPTEMBER 30, 2022 or ? 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 001-41364 TENON |
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| October 11, 2022 |
Exhibit 10.1 [CERTAIN INORMATION IN EXHIBIT A AND EXHIBIT B TO THIS EXHIBIT 10.1 HAS BEEN EXCLUDED FROM THESE EXHIBITS BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT TENON MEDICAL, INC. TREATS AS PRIVATE AND CONFIDENTIAL] CONSULTING AGREEMENT between TENON MEDICAL, INC. and SPINESOURCE, INC. This Consulting Agreement (the “Consulting Agreement”) is entered into among and between Tenon Medica |
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| October 11, 2022 |
Exhibit 99.1 Tenon Medical Accelerates Commercial Scale with Own Infrastructure to Support Top Line Growth, Terminates National Distribution Agreement for Company’s Catamaran™ SI Joint Fusion System ~ Tenon reaches amicable termination with exclusive distributor partner, SpineSource ~ ~ SpineSource to support transition over 6-month period ~ LOS GATOS, Calif. – October 11, 2022 - Tenon Medical, In |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 06, 2022 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction of Incorporation) (Commission Fi |
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| October 11, 2022 |
Exhibit 10.2 AGREEMENT TERMINATING AMENDED AND RESTATED EXCLUSIVE SALES REPRESENTATIVE AGREEMENT This Agreement Terminating Amended and Restated Exclusive Sales Representative Agreement (this “Agreement”) is entered into among and between Tenon Medical, Inc., a Delaware corporation having a place of business at 104 Cooper Court, Los Gatos, CA 95032 (“Company”), and SpineSource, Inc., a Missouri co |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q 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, 2022 or ? 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 001-41364 TENON MEDIC |
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| July 27, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2022 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction of Incorporation) (Commission File |
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| July 27, 2022 |
Exhibit 10.1 SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Settlement Agreement and General Release of All Claims (?Agreement?) memorializes the settlement made by and between Key Medical Technologies, Inc. (?Key Medical?) and Khalid Mentak (?Claimant? or ?Mentak?) on the one hand and Tenon Medical, Inc. (?Tenon?) on the other hand. Key Medical, Claimant, and Tenon are collectively r |
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| June 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q 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 MARCH 31, 2022 or ? 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 001-41364 TENON MEDI |
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| June 7, 2022 |
Exhibit 99.1 Tenon Medical, Inc. Reports First Quarter 2022 Financial Results ~ Closes $16 Million IPO and Commences Trading on the Nasdaq ~ Los Gatos, CA, June 7, 2022 - Tenon Medical, Inc. (“Tenon Medical” or the “Company”), a medical device company that has developed a proprietary, U.S. Food and Drug Administration (“FDA”) cleared surgical implant system for sacroiliac joint (“SI Joint”) fixati |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2022 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| May 31, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2022 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction of Incorporation) (Commission File N |
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| May 31, 2022 |
Exhibit 99.2 Tenon Medical, Inc. Announces the Posting of New Corporate Presentation via the Investor Relations Website Los Gatos, CA, May 31, 2022 - Tenon Medical, Inc. (?Tenon? or the ?Company?), a medical device company that has developed a proprietary, U.S. Food and Drug Administration (?FDA?) cleared surgical implant system for sacroiliac joint (?SI Joint?) fixation/fusion surgery, today anno |
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| May 31, 2022 |
Investor Presentation June 2022 Exhibit 99.1 Investor Presentation June 2022 2 Safe Harbor This presentation contains ?forward - looking statements,? which are statements related to events, results, activities or developments that Tenon Medical expects, believes or anticipates will or may occur in the future . Forward - looking often contain words such as ?intends,? ?estimates,? ?anticipates,? ?hopes,? ?projects,? ?plans,? ?expe |
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| May 17, 2022 |
TNON / Tenon Medical Inc / Zuhlke Ventures AG - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Tenon Medical, Inc. |
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| April 29, 2022 |
Warrant issued to Valuable Capital Limited dated April 26, 2022 EX-4.2 4 cm070ex4-2.htm EXHIBIT 4.2 EXHIBIT 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS |
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| April 29, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2022 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41364 45-5574718 (State or other jurisdiction of Incorporation) (Commission File |
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| April 29, 2022 |
Warrant issued to The Benchmark Company, LLC dated April 26, 2022. EX-4.1 3 cm070ex4-1.htm EXHIBIT 4.1 EXHIBIT 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS |
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| April 29, 2022 |
Underwriting Agreement dated April 26, 2022. EX-1.1 2 cm070ex1-1.htm EXHIBIT 1.1 EXHIBIT 1.1 UNDERWRITING AGREEMENT April 26, 2022 The Benchmark Company LLC 150 E. 58th Street, 17th floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Tenon Medical, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Th |
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| April 29, 2022 |
Tenon Medical, Inc. Announces Pricing of $16 Million Initial Public Offering Exhibit 99.1 Tenon Medical, Inc. Announces Pricing of $16 Million Initial Public Offering Los Gatos, CA, April 26, 2022 ? Tenon Medical, Inc. (?Tenon? or the ?Company?), a medical device company that has developed a proprietary, U.S. Food and Drug Administration (?FDA?) cleared surgical implant system for sacroiliac joint (?SI Joint?) fixation/fusion surgery, today announced the pricing of its ini |
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| April 29, 2022 |
Tenon Medical, Inc. Announces Closing of $16,000,000 Initial Public Offering EXHIBIT 99.2 Tenon Medical, Inc. Announces Closing of $16,000,000 Initial Public Offering Los Gatos, CA, April 29, 2022 - Tenon Medical, Inc. (?Tenon? or the ?Company?), a medical device company that has developed a proprietary, U.S. Food and Drug Administration (?FDA?) cleared surgical implant system for sacroiliac joint (?SI Joint?) fixation/fusion surgery, today announced the closing of its ini |
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| April 27, 2022 |
3,200,000 Shares of Common Stock 424B4 1 cm056424b4.htm FORM 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-260931 PROSPECTUS 3,200,000 Shares of Common Stock This is an initial public offering of 3,200,000 shares of Tenon Medical, Inc. common stock, par value, $0.001 per share at an offering price of $5.00 per share. Prior to this offering, there has been no public market for our common stock. Our common stock has b |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Tenon Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 45-5574718 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 104 Cooper Court L |
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| April 25, 2022 |
Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 Tenon Medical, Inc. 104 Cooper Court Los Gatos, CA 95032 April 22, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Ansart Re: Tenon Medical, Inc. Request for Acceleration Registration Statement on Form S-1, as amended File No. 333-260931 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under t |
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| April 25, 2022 |
April 22, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Tenon Medical Inc. Registration Statement on Form S-1, as amended (File No. 333-260931) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), The Benchmark Comp |
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| April 20, 2022 |
S-1/A 1 cm050s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on April 20, 2022 Registration No. 333-260931 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenon Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 45-5574718 (State or Oth |
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| April 18, 2022 |
As filed with the Securities and Exchange Commission on April 15, 2022 Registration No. |
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| April 15, 2022 |
Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [?], 2021, WHICH IS THE C |
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| April 15, 2022 |
As filed with the Securities and Exchange Commission on April 15, 2022 Registration No. |
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| April 15, 2022 |
Form of Underwriting Agreement. EX-1.1 2 cm046ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2022 The Benchmark Company LLC 150 E. 58th Street, 17th floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Tenon Medical, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Ben |
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| April 13, 2022 |
April 13, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| April 7, 2022 |
Amendment to Certificate of Incorporation of the Registrant EX-3.8 3 cm042ex3-8.htm EXHIBIT 3.8 Exhibit 3.8 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Tenon Medical, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That the board of directors of Te |
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| April 7, 2022 |
As filed with the Securities and Exchange Commission on April 7, 2022 Registration No. |
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| April 7, 2022 |
EX-FILING FEES 8 cm042ex107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Tenon Medical, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Proposed Maximum Offering Price Per Share Fee Rate Amount of Registration Fee Fees to be Paid Equity Co |
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| April 7, 2022 |
Tenon Medical 2022 Equity Incentive Plan. EX-10.30 4 cm042ex10-30.htm EXHIBIT 10.30 Exhibit 10.30 TENON MEDICAL, INC. 2022 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: · to attract and retain the best available personnel for positions of substantial responsibility, · to provide additional incentive to Employees, Directors and Consultants, and · to promote the success of the Company’s business. The Plan per |
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| April 7, 2022 |
Amendment to Certificate of Incorporation of the Registrant EX-3.7 2 cm042ex3-7.htm EXHIBIT 3.7 Exhibit 3.7 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TENON MEDICAL, INC. Tenon Medical, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Tenon Medical, |
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| April 7, 2022 |
CORRESP 26 filename26.htm April [*], 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Tenon Medical, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed March 14, 2022 File No. 333-260931 Dear Staff: On behalf of Tenon, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) |
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| April 7, 2022 |
IP Sale and Purchase Agreement dated January 21, 2022 between the Registrant and Tenon Technology AG EX-10.32 6 cm042ex10-32.htm EXHIBIT 10.32 Exhibit 10.32 IP SALE AND PURCHASE AGREEMENT THIS IP SALE AND PURCHASE AGREEMENT (“Agreement”) is made and entered into as of January 21, 2022 and effect as of December 31, 2021 (“Effective Date”) by and between: Tenon Technology AG, a corporation organized and existing under the laws of Switzerland, with registered office at c/o Zühlke Ventures AG, Zürche |
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| April 7, 2022 |
EX-10.31 5 cm042ex10-31.htm EXHIBIT 10.31 Exhibit 10.31 TENON MEDICAL, INC. EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) dated as of October 28, 2021 is entered into by and between Tenon Medical, Inc., a Delaware corporation (the “Company”), Zühlke Ventures AG, a Swiss company (the “Purchaser”), and Tenon Technology AG, a Swiss company (“TTAG,” and together with the Company and th |
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| March 14, 2022 |
IP Sale and Purchase Agreement dated January 21, 2022 between the Registrant and Tenon Technology AG EX-10.32 4 cm029ex10-32.htm EXHIBIT 10.32 Exhibit 10.32 IP SALE AND PURCHASE AGREEMENT THIS IP SALE AND PURCHASE AGREEMENT (“Agreement”) is made and entered into as of January 21, 2022 and effect as of December 31, 2021 (“Effective Date”) by and between: Tenon Technology AG, a corporation organized and existing under the laws of Switzerland, with registered office at c/o Zühlke Ventures AG, Zürche |
