Tenon Medical Inc
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
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FY2023 · Filed Mar 29, 2024
TNON$1.74-0.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibit and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report:
| (1) | The consolidated financial statements are filed as part of this Annual Report under “Item 8. Financial Statements and Supplementary Data.” |
| (2) | The consolidated financial statement schedules are omitted because they are either not applicable or the information required is presented in the consolidated financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.” |
| (3) | The exhibits listed in the following Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report. |
(b) Exhibits
See the Exhibit Index immediately preceding the signature page of this Annual Report.
EXHIBIT INDEX
| Exhibit No. | Description |
| 3.1* | Amended and Restated Certificate of Incorporation of the Registrant. |
| 3.2* | Bylaws of The Registrant. |
| 3.3* | Amendment to Certificate of Incorporation of the Registrant |
| 3.4* | Amendment to Certificate of Incorporation of the Registrant |
| 3.5* | Amendment to Certificate of Incorporation of the Registrant |
| 3.6* | Amendment to Certificate of Incorporation of the Registrant |
| 3.7* | Amendment to Certificate of Incorporation of the Registrant |
| 3.8* | Amendment to Certificate of Incorporation of the Registrant |
| 3.9# | Certificate of Designations, Rights and Preferences for Series A Preferred Stock |
| 4.1* | Form of Representative’s Warrant in connection with the Registrant’s Initial Public Offering |
| 4.2** | Form of publicly traded Warrant issued on June 16, 2023 |
| 4.3*** | Form of Warrant issued to investors on November 21, 2023 |
| 4.4# | Form of Warrant issued to investors on February 20, 2024 |
| 4.5 | Description of Securities of the Registrant |
| 10.1* | Employment Agreement dated June 1, 2021 between Steven M. Foster and the Registrant |
| 10.2* | Employment Agreement dated June 1, 2021 between Richard Ginn and the Registrant |
| 10.3* | Consulting Agreement dated May 7, 2021 by and between Richard Ferrari and the Registrant |
| 10.4* | Employment Agreement dated June 1, 2021 between Steven Van Dick and the Registrant |
| 10.5* | Tennon Medical 2022 Equity Incentive Plan |
| 10.6** | Form of Securities Purchase Agreement |
| 10.7 | Secured Note dated November 21, 2023 made to Ascent Special Ventures LLC |
| 10.8 | Secured Note dated November 21, 2023 made to WZC Ascent Family Trust |
| 10.9*** | Securities Purchase Agreement dated November 21, 2023 among the Registrant, Ascent Special Ventures LLC and WZC Ascent Family Trust |
| 10.10 | Security Agreement dated November 21, 2023 between the Registrant and the Collateral Agent |
| 10.11 | Intellectual Property Security Agreement dated November 21, 2023 between the Registrant and the Collateral Agent |
| 10.12# | Form of Securities Purchase Agreement |
| 19.1 | Insider Trading Policy |
| 21.1* | List of Subsidiaries of the Registrant. |
| 23.1 | Consent of Haskell & White LLP |
| 23.2 | Consent of Amanino LLP |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1## | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2## | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Tenon Medical, Inc. Clawback Policy |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Incorporated by reference to the Registrant’s Registration Statement No. 333-260931, filed on April 20, 2022 |
|---|---|
| ** | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on June 20, 2023 |
| *** | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 28, 2023 |
| # | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024 |
| ## | Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Tenon Medical, Inc. | |||
| Date: | March 29, 2024 | By: | /s/ Steven M. Foster |
|---|---|---|---|
| Steven M. Foster | |||
| Chief Executive Officer and President | |||
| (Principal Executive Officer) | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 29, 2024.
| Name | Position | Date |
|---|---|---|
| /s/ Steven M. Foster | Chief Executive Officer and President, Director | March 29, 2024 |
| Steven M. Foster | (Principal Executive Officer) | |
| /s/ Richard Ginn | Chief Technology Officer and Director | March 29, 2024 |
| Richard Ginn | ||
| /s/ Steven Van Dick | Chief Financial Officer | March 29, 2024 |
| Steven Van Dick | (Principal Financial and Accounting Officer) | |
| /s/ Richard Ferrari | Director | March 29, 2024 |
| Richard Ferrari | ||
| /s/ Ivan Howard | Director | March 29, 2024 |
| Ivan Howard | ||
| /s/Kristine M. Jacques | Director | March 29, 2024 |
| Kristine M. Jacques | ||
| /s/ Robert K. Weigle | Director | March 29, 2024 |
| Robert K. Weigle | ||
| /s/ Stephen H. Hochschuler, M.D | Director | March 29, 2024 |
| Stephen H. Hochschuler, M.D | ||
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