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Item 5. Market for Registrant’s Common Equity

2025-03-26 compared with 2024-03-29 · 38 added, 57 removed, 46 unchanged (67% of the section changed)

4 unchanged sentences

Market under the symbol “TNON.”

As of March 29, 2024, we have issued and

outstanding 3,726,974 shares of common stock issued and outstanding held by 64 stockholders of record.

Because many of our shares of

common stock are held by brokers and other institutions on behalf of stockholders, this number is not representative of the total

number of beneficial owners of our stock.

As of March 26, 2025, we have issued and outstanding

5,584,965 shares of common stock issued and outstanding held by 61 stockholders of record.

Because many of our shares of common stock

are held by brokers and other institutions on behalf of stockholders, this number is not representative of the total number of beneficial

owners of our stock.

We also have outstanding as of March 26, 2025:

Warrants to purchase up to 9,600 shares of our common stock at an exercise price of $50.00 per share issued to our underwriters in our initial public offering;

Warrants to purchase up to 1,918,000 shares of our common stock at an exercise price of $5.60 per share;

Warrants to purchase up to 45,000 shares of our common stock at an exercise price of $1.94 per share:

Warrants to purchase up to 415,468 shares of our common stock at an exercise price of $1.2705 per share;

256,968 shares of Series A Preferred Stock which are convertible into 2,569,680 shares of our common stock at a conversion price of $1.5125 per share;

Options and restricted stock units related to 228,684 shares of our common stock, 70,634 shares of which are vested as of December 31, 2023.

2,445,700 shares of our common stock issuable pursuant to the exercise

of our Series C-1 Warrants at $1.25 per share;

1,222,850 shares of our common stock issuable pursuant to the exercise of our Series C-2 Warrants at $1.25 per share;

788,587 shares of our common stock issuable pursuant to conversion of our Series A Preferred Stock;

108,074 shares of our common stock issuable pursuant to conversion of our Series B Preferred Stock;

48,187 shares of our common stock issuable upon the exercise of warrants issued to investors of our Series A Preferred Stock at $4.28 per share;

16,214 shares of our common stock issuable upon the exercise of warrants issued to investors of our Series B Preferred Stock at $4.28 per share;

5,625 shares of our common stock issuable upon the exercise of warrants issued to investors in our November 2023 private placement at $15.52 per share;

207,484 shares of our common stock issuable upon the exercise of warrants issued to investors in our June 2023 public offering at $25.168 per share;

1,200 shares of our common stock issuable upon the exercise of warrants issued to the underwriters in our initial public offering that closed on April 29, 2022 at $400.00 per share;

31,546 shares of our common stock issuable pursuant to options and restricted stock units granted pursuant to our equity incentive plan.

We have never declared or paid any cash dividend

10 unchanged sentences

On November 21, 2023 we issued the Note

Purchasers (as defined below) warrants to purchase 45,000 shares of our common stock at $1.94 per share.

(d) Issuance of Notes.

On November 21, 2023, we entered into

a Securities Purchase Agreement (the “Secured Note Purchase Agreements”) with Ascent Special Ventures LLC and WZC Ascent Family

Trust (together, the “Note Purchasers”), pursuant to which the Company agreed to sell, issue and deliver to the Note Purchasers,

in a private placement offering, a total of $1,250,000 in secured notes (the “Secured Notes”) and warrants to purchase 45,000

shares of our common stock at an exercise price equal to $1.94 per share.

The Secured Notes accrued interest at 10% per annum and had

a maturity date of November 21, 2024.

The Secured Notes were prepayable in cash or in exchange for Series A Preferred Stock having a stated

value equal to the sum of the outstanding principal amount of the Secured Notes plus accrued and unpaid interest thereon so long as certain

conditions were met including the Company receiving commitments from investors other than the Note Purchasers to purchase shares of Series

A Preferred Stock having a stated value of at least $3,750,000.

On February 20, 2024, the Note Purchasers

agreed with the Company to a complete prepayment of the Company’s obligations under the Secured Notes in exchange for Series A

Preferred Stock and warrants prior to the Company receiving $3,750,000 in commitments to purchase shares of Series A Preferred Stock

in exchange for the Note Purchasers receiving an additional 30,000 warrants.

Pursuant to this agreement the Note Purchasers received

84,729 shares of Series A Preferred Stock and warrants to purchase 157,094 shares of our common stock at $1.2705 per share and the Secured

Notes were cancelled.

Securities Authorized for Issuance under Equity

Compensation Plans

On October 1, 2012, the Board of Directors of the

Company adopted the 2012 Plan.

The 2012 Plan terminated in April 2022.

There are 727,394 options issued and outstanding under the 2012

Plan that have not been exercised.

These options are administered under the 2022 Plan.

In January and February of 2022 our board of directors

and our shareholders approved our 2022 Equity Incentive Plan (the “2022 Plan,” together with the 2012 Plan, the “Plans”).

In January and February 2022, our Board and our

shareholders approved our 2022 Equity Incentive Plan (the “2022 Plan,” together with the 2012 Plan, the “Plans”).

The 2022 Plan governs equity awards to our employees, directors, officers, consultants and other eligible participants.

Initially, the

maximum number of shares of our common stock that may be subject to awards under the 2022 Plan are equal to (i) 1,600,000 plus (ii) the

lesser of (a) 750,000 shares of our common stock and (b) the number of shares of our common stock subject to awards granted under the

2012 Plan that after the 2012 Plan is terminated are cancelled, expired or otherwise terminated without having been exercised in full,

are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or

repurchased by the Company due to failure to vest.

The maximum number of shares that are subject to awards under the 2022 is subject to

an annual increase equal to the lesser of (i) 1,100,000 shares of our common stock;

(ii) a number of shares of our common stock equal

to 4% of the prior year’s maximum number or (iii) such number of shares of our common stock as determined by the 2022 Plan administrator.

The types of awards permitted under the Plans include nonqualified stock options, incentive stock options, stock appreciation rights,

restricted stock, restricted stock units, performance shares, performance units and other awards.

Each option shall be exercisable at

such times and subject to such terms and conditions as the Board may specify.

The Board of Directors has the power to amend,

suspend or terminate the Plans without stockholder approval or ratification at any time or from time to time.

No change may be made that

increases the total number of shares of our common stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise

price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year.

maximum number of shares of our common stock that may be subject to awards under the 2022 Plan is equal to (i) 20,000 plus (ii) the lesser

of (a) 75,000 shares of our common stock and (b) the number of shares of our common stock subject to awards granted under the 2012 Plan

that after the 2012 Plan is terminated are canceled, expired or otherwise terminated without having been exercised in full, are tendered

to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased

by the Company due to failure to vest.

The maximum number of shares that are subject to awards under the 2022 Plan is subject to an annual

increase equal to the lesser of (i) 13,750 shares of our common stock, (ii) a number of shares of our common stock equal to 4% of the

prior year’s maximum number and (iii) such number of shares of our common stock as determined by the 2022 Plan administrator.

July 23, 2024, at our annual meeting, our stockholders voted to amend the 2022 Plan to increase the number of shares reserved for issuance

under the 2022 Plan by 137,500 shares.

The types of awards permitted under the Plans

include nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance

shares, performance units and other awards.

Each option shall be exercisable at such times and subject to such terms and conditions as

the Board may specify.

The Board has the power to amend, suspend or terminate

the Plans without stockholder approval or ratification at any time or from time to time.

No change may be made that increases the total

number of shares of our common stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options

or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year.

Equity Compensation

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity