What changed in this filing

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Item 9A. Controls and Procedures

2025-03-26 compared with 2024-03-29 · 418 added, 438 removed, 427 unchanged (67% of the section changed)

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and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the issuer in the

reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the

reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the

principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions

regarding required disclosure.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving the desired control objectives.

We have carried out an evaluation, under the

supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design

and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of December

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have identified a material weakness in

our disclosure controls and procedures due to lack of segregation of duties and have therefore concluded that our disclosure controls

and procedures are not effective at the reasonable assurance level.

reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that

it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the principal executive

and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

the desired control objectives.

We have carried out an evaluation, under the supervision and with

the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our

disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2024.

that evaluation, our Chief Executive Officer and Chief Financial Officer have identified a material weakness in our disclosure controls

and procedures due to lack of segregation of duties and have therefore concluded that our disclosure controls and procedures are not

effective at the reasonable assurance level.

A material weakness is a deficiency, or combination

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of our consolidated financial statements would not be prevented or detected on a timely basis.

Our size has prevented us from being able to

employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties.

Therefore, it is difficult

to effectively segregate accounting duties which comprises a material weakness in internal controls.

This lack of segregation of duties

leads management to conclude that the Company’s disclosure controls and procedures are not effective to give reasonable assurance

that the information required to be disclosed in reports that the Company files under the Exchange Act is recorded, processed, summarized

and reported as and when required.

Our size has prevented us from being able to employ

sufficient resources to enable us to have an adequate level of supervision and segregation of duties.

Therefore, it is difficult to effectively

segregate accounting duties which comprises a material weakness in internal controls.

This lack of segregation of duties leads management

to conclude that the Company’s disclosure controls and procedures are not effective to give reasonable assurance that the information

required to be disclosed in reports that the Company files under the Exchange Act is recorded, processed, summarized and reported as and

when required.

To the extent reasonably possible given our limited

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Management utilized the criteria established

in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) to conduct an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023.

on that evaluation, our Chief Executive Officer and Chief Financial Officer have identified a material weakness in our disclosure controls

and procedures due to lack of segregation of duties and have therefore concluded that our internal controls over financial reporting

are not effective at the reasonable assurance level.

A material weakness is a deficiency, or combination of deficiencies, in our internal

controls over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial

in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) to conduct an evaluation of the effectiveness of our internal control over financial reporting as of December 31,

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have identified a material weakness due to

lack of segregation of duties and have therefore concluded that our internal controls over financial reporting are not effective at

the reasonable assurance level.

A material weakness is a deficiency, or combination of deficiencies, in our internal controls over

financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial

statements would not be prevented or detected on a timely basis.

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Chief Technology Officer and Director

Steve Van Dick

EVP, Finance and Administration and Chief Financial Officer

Kevin Williamson

Chief Financial Officer

Richard Ferrari

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Officer and President, and is also a director of the Company.

Mr Foster has over 30 years of marketing, sales, operations and general

Foster has over 30 years of marketing, sales, operations and general

management experience.

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Foster was Global Commercialization President of Safe Orthopedics SAS, Paris, FR (based in Michigan):

There Mr Foster worked on early-stage commercialization of a novel single-use / sterile / traceable surgical kit for lumbar spine fusion.

His focus included pre-clinical design, clinician advisor team development, early marketing, web design, convention presence and P&L

preparation and management.

Mr Foster worked on early-stage commercialization of a novel single-use / sterile / traceable surgical kit for lumbar spine fusion.

focus included pre-clinical design, clinician advisor team development, early marketing, web design, convention presence and P&L preparation

and management.

Technology reached 200 global surgeries in first 12 months of commercialization.

From 1992 to 2012 Mr.

was part of the Danek Group Inc., Sofamor Danek, Medtronic Spine organization where he held a variety of marketing, sales administration

and general management roles, including as VP / GM of Medtronic Spine’s Western Europe operations from 2007-2010.

Foster received

a Bachelor of Science, Business Administration with a concentration in Marketing and Management from Central Michigan University in 1990.

Foster was part

of the Danek Group Inc., Sofamor Danek, Medtronic Spine organization where he held a variety of marketing, sales administration and general

management roles, including as VP / GM of Medtronic Spine’s Western Europe operations from 2007-2010.

Foster received a Bachelor

of Science, Business Administration with a concentration in Marketing and Management from Central Michigan University in 1990.

Richard Ginn is a founder, the Chief Technology

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and managed all intellectual

Steven Van Dick is our Executive Vice

President, Finance and Administration and Chief Financial Officer.

Van Dick has been the Chief Financial Officer for the Company

since June 1, 2021.

Van Dick is a strategic financial and accounting executive with a record of transitioning early-stage companies

to commercialization through astute financial management.

Respected in the medical device startup community, he develops and leads comprehensive,

world-class financial and accounting groups credited for propelling startup companies forward.

Across his career Steve has played a key

role on the Executive Leadership Teams that successfully completed three separate Initial Public Offering (IPOs) and three mergers/integrations.

Kevin Williamson is our Chief Financial

Williamson has been the Chief Financial Officer since September 3, 2024.

Kevin Williamson most recently served as the Chief

Financial Officer at Accelus Inc., a Florida-based medical device company focused on expandable spinal implant technology.

In this role,

from 2020 to 2024, Mr.

Van Dick was the Chief Financial Officer for Benvenue Medical Inc., a minimally invasive spine company in Santa

Clara, California.

At Benvenue, Mr.

Van Dick was responsible for all accounting, finance and IT functions with his primary focus on developing

a long-range financial model and reducing cash burn.

From 2010 to 2016, Mr Van Dick was the Vice President, Finance Administration—Chief

Financial Officer for Spiracur Inc., a disposable/portable negative pressure wound therapy company in Sunnyvale California.

Van Dick was responsible for all accounting, finance and IT functions.

He managed growth of company from initial commercialization

to $12 million annualized run rate, lead the conversion to fully integrated ERP system and developed controls to become Hipaa compliant.

Mr Van Dick received a Bachelor of Science, Business Administration with a concentration in Accounting from San Jose University in 1977

and an MBA from Santa Clara University in 1984.

Williamson was responsible for the Finance organization, Investor Relations and information technology functions.

Prior to this role, Mr.

Williamson served as the Director of Finance at Accelus Inc.

from 2019 to 2020, where he was responsible for Financial

Planning and Analysis.

From 2015 to 2019 Mr.

Williamson held various roles of increasing responsibility in the Corporate Finance department

at NuVasive, Inc., a California-based medical device company focused on minimally invasive spine surgery.

Williamson holds a B.S.

in Business Administration, Finance from San Diego State University and an M.B.A.

from the University of San Diego - Knauss School of

Richard Ferrari is a founder, a director

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Since 2000, Mr.

Ferrari has been and currently is a Managing Director of Denovo Ventures a $650Mill

Ferrari has been and currently is a Managing Director of Denovo Ventures, a $650 million

venture firm specializing in Medical Devices and Biotechnology.

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Ferrari has raised over $1 billion for the companies he has

been involved with and been a key member of the various boards M&A teams achieving over $2Bill in Acquisitions.

been involved with and been a key member of the various boards M&A teams achieving over $2 billion in Acquisitions.

Ferrari continues

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From 2020, Mr.

Howard has been and currently serves as Director on the Collier

County Farm Bureau board of directors.

Howard has been and currently serves as Director on the Collier County

Farm Bureau board of directors.

From 2016, Mr.

Howard has been and currently serves as Chairman of the Hendry/Glades County Farm

Service Agency.

Howard has been and currently serves as Chairman of the Hendry/Glades County Farm Service

From 2020, Mr.

Howard has been and currently serves on the U.S.

Department of Agriculture Advisory Committee on Minority

Department of Agriculture Advisory Committee on Minority Farmers.

From 2018 Mr.

Howard has been and is currently a member of the University of Florida College of Biomedical Engineering External

Advisory board.

Howard holds an MBA from Mercer University and a Master’s Degree in Biomedical Engineering from the University

Howard has been and is currently a member of the University of Florida College of Biomedical Engineering External Advisory

Howard holds an MBA from Mercer University and a Master’s Degree in Biomedical Engineering from the University of Florida.

We believe that Mr.

Howard is well qualified

to serve as a Director on our Board with his financial services and board membership experience.

Jacques was appointed as a director of the Company on March 25, 2024.

2017 until 2023, Ms.

Jacques was Vice President and General Manager, Interventional Pain Therapies at Vivex Biologics, Inc., a medical

device company where she implemented a comprehensive strategic plan of a disruptive technology in the interventional spine market serving

a significant unmet clinical need and potential $38 billion plus total addressable market, non-surgical treatment for chronic low back

Howard is well qualified to

serve as a Director on our Board with his financial services and board membership experience.

Jacques was appointed as a

director of the Company on March 25, 2024.

From 2017 until 2023, Ms.

Jacques was Vice President and General Manager, Interventional Pain

Therapies at Vivex Biologics, Inc., a medical device company where she implemented a comprehensive strategic plan of a disruptive technology

in the interventional spine market serving a significant unmet clinical need and potential $38 billion plus total addressable market,

non-surgical treatment for chronic low back pain.

From 2007 to 2017, Ms.

Jacques was a Vice President at Alphatec Spine, Inc (Nasdaq:ATEC), a medical device company where she led

the development and execution of a 3-year portfolio strategy to grow market share through identifying opportunities for innovation, maximizing

product positioning and differentiation and delivering high quality products to meet the clinical and unmet needs of surgeons and their

Jacques was a Vice President at Alphatec Spine, Inc (Nasdaq:ATEC),

a medical device company where she led the development and execution of a 3-year portfolio strategy to grow market share through identifying

opportunities for innovation, maximizing product positioning and differentiation and delivering high quality products to meet the clinical

and unmet needs of surgeons and their patients.

From 1995 until 2007, Ms.

Jacques served in various management positions at General Electric Corporation, prior to which she

served from 1991 until 1994 at various management positions at Smith & Nephew, PLC, both of which are publicly traded.

she was an Account Manager, Senior Investment Analyst for General Electric Capital Corporation from 1988 until 1991.

Jacques received

a Bachelor of Arts degree in Finance Administration from Michigan State University.

Jacques served in various management positions at General Electric

Corporation, prior to which she served from 1991 until 1994 at various management positions at Smith & Nephew, PLC, both of which

are publicly traded.

Previously, she was an Account Manager, Senior Investment Analyst for General Electric Capital Corporation from 1988

Jacques received a Bachelor of Arts degree in Finance Administration from Michigan State University.

We believe that Ms.

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to serve as a Director on our Board with her experience as a senior executive in the spine and medical device industries.

Weigle is a director of the

He currently is and has been since October 2020, the CEO of Prime Genomics, a saliva-based diagnostics company utilizing

Weigle is a director of the Company.

He currently is and has been since October 2020, the CEO of Prime Genomics, a saliva-based diagnostics company utilizing Genomics.

Weigle is also currently an executive in residence with DigitalDX, a venture capital firm.

Weigle was CEO and a

director of Benvenue Medical from May 2009 until August 2020.

Benvenue was a Silicon Valley based medical device company, which

raised over $200 million in funding.

Weigle was CEO and a director of Benvenue

Medical from May 2009 until August 2020.

Benvenue was a Silicon Valley based medical device company, which raised over $200 million in

At Benvenue Mr.

Weigle led growth from pre-clinical to successful clinical trials to commercial

launch of first-generation devices in two distinct markets, one for the treatment of compression fractures in the spine and the

second for the treatment of degenerative disc disease, resulting in a first full-year run rate exceeding $1 million per month.

Weigle oversaw all early aspects of corporate strategy, including defining, communicating and executing the company’s overall

business model;

and represented Benvenue to the investment community.

Weigle was also a senior executive at numerous

healthcare/medical device companies, including TherOx, Inc, Cardiac Pathways, Baxter Healthcare and Cardima Corporation.

also has relevant experience at Johnson & Johnson.

Weigle holds a BA in Political Science from University of California,

Weigle led growth from pre-clinical to successful clinical trials to commercial launch of first-generation devices

in two distinct markets, one for the treatment of compression fractures in the spine and the second for the treatment of degenerative

disc disease, resulting in a first full-year run rate exceeding $1 million per month.

Weigle oversaw all early aspects of corporate

strategy, including defining, communicating and executing the company’s overall business model;

and represented Benvenue to the

investment community.

Weigle was also a senior executive at numerous healthcare/medical device companies, including TherOx, Inc, Cardiac

Pathways, Baxter Healthcare and Cardima Corporation.

Weigle also has relevant experience at Johnson & Johnson.

a BA in Political Science from University of California, Berkeley.

We believe that Mr.

Weigle is well qualified

to serve as a Director on our Board with his experience in leading medical device companies both as a senior executive and as a member

of the board of directors.

Weigle is well qualified to

serve as a Director on our Board with his experience in leading medical device companies both as a senior executive and as a member of

the board of directors.

Hochschuler, M.D.

director of the Company.

is a director

of the Company.

Hochschuler is a world-renowned orthopedic spine surgeon.

Hochschuler is the co-founder of the

Texas Back Institute and founder of Back Systems, Inc., and founding Chairman of Innovative Spinal Technologies, Dr.

Hochschuler has

severed on numerous boards of directors and advisory boards for medical and scientific institutions.

Hochschuler is a member of

numerous national and international professional organizations including the American Academy of Orthopedic Surgeons;

Pain Society;

Hochschuler is the co-founder of the Texas Back Institute

and founder of Back Systems, Inc., and founding Chairman of Innovative Spinal Technologies, Dr.

Hochschuler has severed on numerous boards

of directors and advisory boards for medical and scientific institutions.

Hochschuler is a member of numerous national and international

professional organizations including the American Academy of Orthopedic Surgeons;

the American Pain Society;

North American Spine Society;

and the Southwest Chapter of the Society of International Business Fellows.

Internationally, he is a member of the International Intradiscal Therapy Society;

the International Society for Minimal Intervention

in Spinal Surgery;

the International Society for the Study of the Lumbar Spine;

and is a founding board member of the Spinal

Arthroplasty Society.

He has also been a founding board member of The American Board of Spine Surgery and The American College of

Spine Surgery.

He is published in a wide range of professional journals, and has delivered numerous presentations worldwide.

Internationally, he is a member of the International Intradiscal

Therapy Society;

the International Society for Minimal Intervention in Spinal Surgery;

the International Society for the Study of the

Lumbar Spine;

and is a founding board member of the Spinal Arthroplasty Society.

He has also been a founding board member of The American

Board of Spine Surgery and The American College of Spine Surgery.

He is published in a wide range of professional journals and has delivered

numerous presentations worldwide.

Hochschuler holds a BA from Columbia College and his medical degree from Harvard Medical School.

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Hochschuler is well qualified

to serve as a Director on our Board with his experience in as an orthopedic spine surgeon and his service on boards of directors and

advisory boards of medical and scientific institutions as a member of the board of directors.

to serve as a Director on our Board with his experience as an orthopedic spine surgeon and his service on boards of directors and advisory

boards of medical and scientific institutions as a member of the board of directors.

Board Composition

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Director Independence

Our Board is composed of a majority of “independent

directors” as defined under the rules of Nasdaq.

We use the definition of “ independence ” applied by Nasdaq to

make this determination.

Nasdaq Listing Rule 5605(a)(2) provides that an “ independent director ” is a person other

than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Board, would interfere

with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nasdaq listing rules provide that a

director cannot be considered independent if:

the director is, or at any time during the past three years was, an employee of the company;

the director or a family member of the director accepted any compensation

from the company in excess of $120,000 during any period of 12 consecutive months within the 3 years preceding the independence determination

(subject to certain exemptions, including, among other things, compensation for board or board committee service);

the director or a family member of the director is a partner in, controlling

shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the

current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or

$200,000, whichever is greater (subject to certain exemptions);

the director or a family member of the director is employed as an executive

officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation

committee of such other entity;

the director or a family member of the director is a current partner

of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s

outside auditor, and who worked on the company’s audit.

Board is composed of a majority of “independent directors” as defined under the rules of Nasdaq.

We use the definition of

“ independence ” applied by Nasdaq to make this determination.

Nasdaq Listing Rule 5605(a)(2) provides that an “ independent

director ” is a person other than an officer or employee of the company or any other individual having a relationship which,

in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nasdaq listing rules provide that a director cannot be considered independent if:

the director is, or at any time during the past three

years was, an employee of the company;

the director or a family

member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months

within the 3 years preceding the independence determination (subject to certain exemptions, including, among other things, compensation

for board or board committee service);

the director or a family

member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made,

or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s

consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

the director or a family

member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the

executive officers of the company served on the compensation committee of such other entity;

the director or a family

member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was

a partner or empl oyee of the Company’s outside auditor, and who worked on the company’s

Under such definitions, our Board has undertaken

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The Audit Committee

consists of two directors, Ivan Howard and Robert Weigle, both of which are currently “independent” as defined by Nasdaq

consists of three directors, Ivan Howard, Kristine Jacques and Robert Weigle, all of which are currently “independent” as defined by Nasd aq

and includes an audit committee financial expert, Mr.

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The audit committee’s duties are specified in a charter and include, but not be

reviewing and discussing with management and the independent auditor

the annual audited financial statements, and recommending to the board whether the audited financial statements should be included

in our annual disclosure report;

discussing with management and the independent auditor significant

financial reporting issues and judgments made in connection with the preparation of our financial statements;

discussing with management major risk assessment and risk management

reviewing and discussing

with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited

financial statements should be included in our annual disclosure report;

discussing with management

and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial

discussing with management

major risk assessment and risk management policies;

monitoring the independence of the independent auditor;

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility

for the audit and the audit partner responsible for reviewing the audit as required by law;

verifying the rotation of the lead (or coordinating)

audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by

reviewing and approving all related-party transactions;

inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to

be performed by our independent auditor, including the fees and terms of the services to be performed;

inquiring and discussing with management our compliance

with applicable laws and regulations;

pre-approving all audit

services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services

to be performed;

appointing or replacing the independent auditor;

determining the compensation and oversight of the work of the independent

auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for

the purpose of preparing or issuing an audit report or related work;

establishing procedures for the receipt, retention and treatment of

complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our

financial statements or accounting policies;

approving reimbursement of expenses incurred by our management team

in identifying potential target businesses.

The Audit Committee is composed exclusively of

“independent directors” who are “financially literate” as defined under the Nasdaq listing standards.

listing standards define “financially literate” as being able to read and understand fundamental financial statements, including

a company’s balance sheet, income statement and cash flow statement.

Compensation Committee .

The Compensation

Committee consists of two directors, _______ and Robert Weigle, both of which are “independent” as defined by Nasdaq.

Compensation Committee’s duties are specified in a charter and include, but not be limited to:

reviews, approves and determines, or makes recommendations to our Board regarding, the compensation

of our executive officers;

determining the compensation

and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent

auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures

for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports

which raise material issues regarding our financial statements or accounting policies;

approving reimbursement

of expenses incurred by our management team in identifying potential target businesses.

Audit Committee is composed exclusively of “independent directors” who are “financially literate” as defined

under the Nasdaq listing standards.

The Nasdaq listing standards define “financially literate” as being able to read and

understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

The Compensation Committee consists of two directors, Kristine Jacques and Robert Weigle, both of which are “independent”

as defined by Nasdaq.

The Compensation Committee’s duties are specified in a charter and include, but not be limited to:

reviews, approves and determines, or makes recommendations

to our Board regarding, the compensation of our executive officers;

administers our equity compensation plans;

reviews and approves, or makes recommendations to our Board regarding

incentive compensation and equity compensation plans;

establishes and reviews general policies relating to compensation and benefits of our employees.

Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee consists of two directors, Robert Weigle and Stephen Hochschuler, both of which

are “independent” as defined by Nasdaq.

The nominating and corporate governance committee’s duties are specified in

a charter and include, but not be limited to:

identifying, reviewing and evaluating candidates to serve on our Board

consistent with criteria approved by our board of directors;

evaluating director performance on our board of directors and applicable

committees of our Board and determining whether continued service on our Board is appropriate

evaluating nominations by stockholders of candidates for election to

corporate governance matters

reviews and approves, or

makes recommendations to our Board regarding incentive compensation and equity compensation plans;

establishes and reviews general policies relating to

compensation and benefits of our employees.

and Corporate Governance Committee.

The Nominating and Corporate Governance Committee consists of two directors, Robert Weigle

and Stephen Hochschuler, both of which are “independent” as defined by Nasdaq.

The nominating and corporate governance committee’s

duties are specified in a charter and include, but not be limited to:

identifying, reviewing

and evaluating candidates to serve on our Board consistent with criteria approved by our board of directors;

evaluating director performance

on our board of directors and applicable committees of our Board and determining whether continued service on our Board is appropriate

evaluating nominations

by stockholders of candidates for election to our Board;

corporate gov ernance

Role of Board in Risk Oversight Process

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Code of Ethics

Our Board adopted a written code of business

conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer,

principal financial officer and principal accounting officer or controller, or persons performing similar functions.

Our website has

a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision

Our Board adopted a written code of business conduct

and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal

financial officer and principal accounting officer or controller, or persons performing similar functions.

Our website has a current copy

of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

Clawback Policy

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The Company is committed to maintaining transparency

in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure

of material nonpublic information for the purpose of affecting the value of executive compensation.

The Company regularly reviews its

policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve

the best interests of the Company and its shareholders.

Family Relationships

There are no family relationships among any of

our executive officers or directors.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors

or executive officers has, during the past ten years:

in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of th e

disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

The Company regularly

reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue

to serve the best interests of the Company and its shareholders.

Relationships

are no family relationships among any of our executive officers or directors.

in Certain Legal Proceedings

our knowledge, none of our current directors or executive officers has, during the past ten years:

been convicted in a criminal

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had any bankruptcy petition

filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was

a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

filed by or against the business or property of the person, or of any partnership, corporation or business association of which he

was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority,

permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities,

futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any

such activity;

● been found by a court of competent

jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities

or commodities law, and the judgment has not been reversed, suspended, or vacated;

● been the subject of, or a party

to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated

(not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state

securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including,

but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent

cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection

with any business entity;

● been the subject of, or a party

to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section

3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent

exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state

authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,

securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons

engaged in any such activity;

been found by a court of

competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or

state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or

a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended

or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any

federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty

or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

been the subject

of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity

Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or

persons associated with a member.

Executive Compensation

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information regarding the compensation paid during our fiscal years ended December 31, 2024 and 2023 to our Chief Executive Officer (principal

executive officer), our Chief Financial Officer and Chief Technology Officer.

We refer to these individuals as our “named executive

executive officer), our current and former Chief Financial Officers and Chief Technology Officer.

We refer to these individuals as our

“named executive officers.”

Summary Compensation Table

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Foster, Chief Executive Officer

Steven Van Dick, Chief Financial Officer

Kevin Williamson, Chief Financial Officer (2)

Steven Van Dick, former Chief Financial Officer (3)

Richard Ginn, Chief Technology Officer

(1) In 2022 the named executives received restricted stock units

(1) In 2024, in accordance with the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock

Units offered to all employees, Mr.

Van Dick and Mr.

Ginn exchanged existing stock options for restricted stock units (“RSUs”).

No options or RSUs were granted to the named executives in 2023.

Williamson was appointed Chief Financial Officer beginning

on September 3, 2024.

Van Dick retired and resigned from his position as Chief

Financial Officer effective July 31, 2024.

Employment Agreements

2 unchanged sentences

The material terms of each of those arrangements are summarized below.

The summaries are not a complete

description of all provisions of the employment arrangements and are qualified in their entirety by reference to the written employment

arrangements, each filed as an exhibit to this annual report on form 10-K.

The summaries are not a complete description

of all provisions of the employment arrangements and are qualified in their entirety by reference to the written employment arrangements,

each filed as an exhibit to this annual report on form 10-K.

Foster Employment Agreement.

Foster, our Chief Executive Officer and President and a member of our Board, and the Company entered into an Employment Agreement

dated as of June 1, 2021 (the “Foster Employment Agreement”).

Foster, our Chief Executive Officer and President and a member of our Board, and the Company entered into an Employment Agreement dated

as of June 1, 2021 (the “Foster Employment Agreement”).

The Foster Employment Agreement provides Mr.

Foster an annual

base salary of $300,000, an annual bonus of up to $120,000 based upon achievement of mutually agreed upon milestones, options to purchase

shares of our common stock in an amount sufficient to maintain Mr.

Foster’s equity ownership at 4%, which were granted at the closing

of our initial public offering and employee benefits that are generally given to our senior executives.

Foster an annual base

salary of $300,000, an annual bonus of up to $120,000 based upon achievement of mutually agreed upon milestones, options to purchase shares

of our common stock in an amount sufficient to maintain Mr.

Foster’s equity ownership at 4%, which were granted at the closing of

our initial public offering and employee benefits that are generally given to our senior executives.

Under the Foster Employment Agreement, in the

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The Foster Employment Agreement contains restrictive

covenants and other obligations relating to non-solicitation of our employees, non-disclosure of our proprietary

information and assignment of inventions.

covenants and other obligations relating to non-solicitation of our employees, non-disclosure of our proprietary information

and assignment of inventions.

Ginn Employment Agreement .

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In addition, upon a change in control of the Company, Mr.

be entitled to (1) vesting of his options granted prior to the date of the Ginn Employment Agreement and (2) a lump sum cash payment

of one year of his base salary and bonus opportunity.

be entitled to (1) vesting of his options granted prior to the date of the Ginn Employment Agreement and (2) a lump sum cash payment of

one year of his base salary and bonus opportunity.

Ginn is terminated for cause or because

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The Ginn Employment Agreement contains restrictive

covenants and other obligations relating to non-solicitation of our employees, non-disclosure of our proprietary

information and assignment of inventions.

Van Dick Employment Agreement.

Van Dick, our Executive Vice President, Finance and Administration and Chief Financial Officer, and the Company entered into that certain

Employment Agreement dated as of June 1, 2021 (the “Van Dick Employment Agreement”).

The Van Dick Employment Agreement provides

Van Dick an annual base salary of $275,000, an annual bonus of up to 30% of base salary based upon achievement of mutually agreed

upon milestones and employee benefits that are generally given to our senior executives.

Under the Van Dick Employment Agreement, in the

event that Mr.

Van Dick’s employment is terminated by us without cause (as described in the Van Dick Employment Agreement) or by

Van Dick for good reason (as described in the Van Dick Employment Agreement), Mr.

Van Dick would be entitled to (1) severance

equal to his base salary at termination, payable in instalments over the 12-month period following termination and (2) payments

in respect of continuing health care coverage for up to twelve months following termination.

In addition, upon a change in control of

the Company, Mr.

Van Dick would be entitled to (1) vesting of his options granted prior to the date of the Van Dick Employment Agreement

and (2) a lump sum cash payment of one year of his base salary and bonus opportunity.

Van Dick is terminated for cause or because

of death or disability or resigns without good reason, then all vesting of Mr.

Van Dick’s equity awards and payments of compensation

will immediately terminate and any severance benefits will be paid in accordance with established policies, if any, then in effect.

The Van Dick Employment Agreement contains restrictive

covenants and other obligations relating to non-solicitation of our employees, non-disclosure of our proprietary

information and assignment of inventions.

covenants and other obligations relating to non-solicitation of our employees, non-disclosure of our proprietary information

and assignment of inventions.

Williamson Employment Agreement.

Williamson, our Chief Financial Officer, and the Company entered into an Employment Agreement dated as of August 20, 2024 (the “Williamson

Employment Agreement”).

The Williamson Employment Agreement provides Mr.

Williamson an annual base salary of $315,000, an annual

bonus of up to 30% of his base salary based upon achievement of mutually agreed upon milestones, 50,000 RSUs and employee benefits that

are generally given to our senior executives.

Under the Williamson Employment Agreement, in

the event that Mr.

Williamson’s employment is terminated by us without cause (as described in the Williamson Employment Agreement)

the Company will provide severance pay equal to 100% of the Base Salary for a period of 12 months from the date of termination.

The Williamson Employment Agreement contains restrictive

covenants and other obligations relating to non-solicitation of our employees, non-disclosure of our proprietary information

and assignment of inventions.

The above summary description of the named

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Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of

RSUs and shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31,

The following table summarizes the number of RSUs

and shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024.

Option Awards

Equity Awards (RSUs)

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Option Exercise

Option Expiration

Number of RSUs

that have not Vested

Value of RSUs

Market Value of

Kevin Williamson

Steven Van Dick

July 19, 2031

Stock Options

We granted Steven M.

Foster (i) an option to

purchase 11,250 shares of common stock at an exercise price of $52.00 per share with a grant date of May 1, 2021, subject to monthly

equal vesting over a three-year period and adjustment in certain circumstances as provided therein (9,687 shares of which are vested),

and (ii) a restricted stock unit consisting of 21,746 shares of common stock with a grant date of May 12, 2022, subject to semi-annual

vesting over a three-year period commencing May 22, 2022, with a one-year cliff.

We granted Steven Van Dick (i) an option to purchase

5,650 shares of common stock at an exercise of $52.00 per share with a grant date of May 1, 2021, subject to monthly equal vesting over

a three-year period that commenced on November 1, 2020 (4,865 shares of which are vested), (ii) an option to purchase 3,459 shares of

common stock at an exercise price of $70.60 per share with a grant date of July 19, 2021, subject to monthly equal vesting over a three-year

period commencing July 19, 2021 (2,786 shares of which are vested), and (iii) a restricted stock unit consisting of 9,131 shares of common

stock with a grant date of May 12, 2022, subject to semi-annual vesting over a three-year period commencing May 22, 2022, with a one-year

We granted Richard Ginn (i) an option to purchase

5,650 shares of common stock at an exercise price of $52.00 per share with a grant date of May 1, 2021, subject to monthly equal vesting

over a three-year period commencing April 1, 2021 (4,865 shares of which are vested), (ii) an option to purchase 550 shares of common

stock at an exercise price of $70.60 per share with a grant date of July 19, 2021, subject to monthly equal vesting over a three-year

period commencing July 19, 2021 (443 shares of which are vested) and (iii) a restricted stock unit consisting of 45,098 shares of common

stock with a grant date of May 12, 2022, subject to semi-annual vesting over a three-year period commencing May 22, 2022, with a one-year

All of the RSUs were granted on May 12, 2022

and have the following vesting schedule:

one-third vest on May 22, 2023 and the remaining two thirds vesting equally every six months

over the following two years.

The RSUs for Mr.

Foster and Mr.

Ginn were granted

on May 12, 2022 and have the following vesting schedule:

one-third vest on May 22, 2023 and the remaining two thirds vesting equally every

six months over the following two years.

The RSUs for Mr.

Williamson were granted on November 5, 2024 with the following vesting

one-third vest on September 3, 2025 and the remaining two thirds vesting equally every six months over the following two years.

Board Compensation

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provides information regarding the board compensation paid during our fiscal year ended December 31, 2024 to our board members.

our independent directors received compensation for being directors during fiscal year 2023.

independent directors received compensation for being directors during fiscal year 2024.

Compensation 1

Compensation 2

Frank Fischer

Robert Weigle

Stephen Hochschuler

1 Frank Fischer received $40,000 as a board

retainer and $20,000 for being Compensation Committee Chairman;

Ivan Howard received $40,000

as a board retainer and $20,000 for being Audit Committee Chairman;

Robert Weigle received

$40,000 as a board retainer, $10,000 for being Nominating and Corporate Governance Committee

Chairman, $7,500 for being a member of the Compensation Committee and $10,000 for being a

member of the Audit Committee;

and Stephen Hochschuler received $40,000 as a board retainer

and $5,000 for being a member of the Nominating and Corporate Governance Committee.

2 No equity compensation was issued to board

members in 2023.

1 Ivan Howard received $40,000 as a board retainer, $20,000

for being Audit Committee Chairman and $7,500 for being a member of the Compensation Committee;

Kristine Jacques received $30,000 as

a board retainer, $7,500 for being a member of the Audit Committee and $16,875 for being a member of the Compensation Committee;

Weigle received $40,000 as a board retainer, $10,000 for being Nominating and Corporate Governance Committee Chairman, $15,000 for being

a member of the Compensation Committee and $10,000 for being a member of the Audit Committee;

and Stephen Hochschuler received $40,000

as a board retainer and $5,000 for being a member of the Nominating and Corporate Governance Committee.

2 No equity compensation was issued to board members in 2024

other than the initial RSU grant to Kristine Jacques.

3 Appointed as a director on March 25, 2024.

Executive Chairman

On May 7, 2021, the Company entered into a Consulting

Agreement (the “Ferrari Consulting Agreement”) with Richard Ferrari, a founder of the Company and its Executive Chairman,

pursuant to which Mr.

Ferrari was to assume the role of Executive Chairman of the Company in exchange for compensation of $22,500 per

month starting September 1, 2021.

On May 7, 2021, the Company entered into a

Consulting Agreement (the “Ferrari Consulting Agreement”) with Richard Ferrari, a founder of the Company and its

Executive Chairman, pursuant to which Mr.

Ferrari was to assume the role of Executive Chairman of the Company in exchange for

compensation of $22,500 per month starting September 1, 2021.

Under this consulting agreement Mr.

Ferrari was paid a bonus of $350,000, as a result of the closing

of our initial public offering in April 2022.

Ferrari was paid a bonus of

$350,000, as a result of the closing of our initial public offering in April 2022.

In May of 2022 Mr.

Ferrari was granted RSUs which had a grant date fair value of $2,427,020

and vest over three years, with one-third vesting in May of 2023 and the remaining two thirds vesting equally every six months over the

following two years.

Ferrari was granted RSUs which

had a grant date fair value of $2,427,020 and vest over three years, with one-third vesting in May of 2023 and the remaining two

thirds vesting equally every six months over the following two years.

The compensation paid to Mr.

Ferrari during the fiscal year ended December 31, 2023, totaled $247,500.

Ferrari during the fiscal years

ended December 31, 2024 and 2023, totaled $270,000 and $247,500, respectively.

Policies and Practices for Granting Certain

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Applicable percentage ownership in the following table is based on 5,584,965 shares of common

stock and 256,968 shares of Series A Preferred Stock, in each case, issued and outstanding on March 29, 2024 plus, for each individual,

any common stock that individual has the right to acquire within 60 days of March 29, 2024.

stock, 256,968 shares of Series A Preferred Stock and 86,454 shares of Series B Preferred Stock, in each case, issued and outstanding

on March 26, 2025 plus, for each individual, any common stock that individual has the right to acquire within 60 days of March 26, 2025.

To the best of our knowledge, except as otherwise

1 unchanged sentence

beneficially owned by such person, except to the extent such power may be shared with a spouse.

To our knowledge, none of the shares

listed below are held under a voting trust or similar agreement, except as noted.

To our knowledge, there is no arrangement, including

any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control

of the Company.

Name and Address of Beneficial Owner (1)

Title of Class

To our knowledge, none of the shares listed

below are held under a voting trust or similar agreement, except as noted.

To our knowledge, there is no arrangement, including any pledge

by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Number of Shares Beneficially Owned

Beneficial Ownership Percentages Prior to Offering

and Address of Beneficial Owner (1)

A Preferred Stock (2)

B Preferred Stock (2)

Percent of Common Stock

Percent of Series A Preferred Stock

Percent of Series B Preferred Stock

of Voting Stock (3)

Officers and Directors

Chief Executive Officer and President

Chief Technology Officer

Steven Van Dick

EVP, Finance and Admin and Chief Financial Officer

Richard Ferrari

Chairman of the Board

Hochschuler, M.D.

Officers and Directors as a Group (total of 8 persons)

5% Stockholders of a Class of Voting Stock

Zuhlke Ventures AG

TMD Wealth Management

Foster, Chief Executive Officer and President

Kevin Williamson, Chief Financial Officer

Richard Ginn, Chief Technology Officer

Richard Ferrari, Chairman of the Board

Ivan Howard, Director

Jacques, Director

Weigle, Director

Hochschuler, M.D., Director

Officers and Directors as a Group

5%+ Stockholders

The Beckham-Shufeldt Family Trust

Series A Preferred Stock

Ascent Special Ventures LLC

Series A Preferred Stock

James Chappuis

Norton Capital LLC

MNAZ Investment Properties

Vantage FBO Jonathan Fitzhugh Beneficiary IRA

Vantage FBO Todd Douma IRA

The 2017 Theresa A Lungwitz Rev Trust

* Indicate less than 1% beneficial ownership.

(1) Unless otherwise indicated, the principal address of the

named officers and directors and holders of 5% of a class of voting stock of the Company is c/o Tenon Medical, Inc., 104 Cooper Court,

Los Gatos, CA 95032.

(2) Includes 14,874 shares of our common stock underlying stock options

that have vested and are exercisable within 60 days of March 29, 2024.

(3) Includes 13,686 shares of our common stock underlying stock options

that have vested and are exercisable within 60 days of March 29, 2024.

(4) Consists of 1,999 shares held by the Van Dick Family Trust-1998 for

which Steven Van Dick is trustee and 10,438 shares of our common stock underlying stock options that have vested and are exercisable within

60 days of March 29, 2024.

(5) Consists of 9,222 shares held by the Ferrari Family Trust for which

Richard Ferrari is trustee and 32,365 shares of our common stock underlying stock options that have vested and are exercisable within

60 days of March 29, 2024 (includes 1,367 shares of our common stock underlying options held by TCTIG, LLC for which Richard Ferrari is

the beneficial owner) and 6,592 shares of our common stock held by TCTIG, LLC and for which Richard Ferrari has voting control.

(6) Consists of 1,988 shares of our common stock underlying stock options

that have vested and are exercisable within 60 days of March 29, 2024 and 6,592 shares of our common stock, in each case, held by TCTIG,

LLC and for which Ivan Howard is either the beneficial owner or has voting control.

(7) Includes 621 shares of our common stock underlying stock options that have vested and are exercisable within

60 days of March 29, 2024.

(8) Includes 1,475 shares of our common stock underlying options that have

vested and are exercisable within 60 days of March 29, 2024;

and 1,974 shares of our common that are held by SHKH, LLC, an entity for

which Stephen H.

(1) The principal address of the named officers, directors and 5%+ stockholders of the Company is c/o Tenon

Medical, Inc., 104 Cooper Court, Los Gatos, CA 95032.

the holder to 10 votes per share and votes with the common as a single class.

(3) Represents

total ownership percentage with respect to all shares of common stock, Series A Preferred Stock and Series B Preferred Stock, as a single

(4) Includes 455 shares of our common stock underlying restricted stock

units that vest within 60 days of March 26, 2025.

941 shares of our common stock underlying restricted stock units that vest within 60 days of March 26, 2025.

1,153 shares held by the Ferrari Family Trust for which Richard Ferrari is trustee and 658 shares of our common stock underlying restricted

stock units that vest within 60 days of March 26, 2025 (includes 86 shares of our common stock underlying restricted stock units held

by TCTIG, LLC for which Richard Ferrari is the beneficial owner) and 824 shares of our common stock held by TCTIG, LLC and for which

Richard Ferrari has voting control.

164 shares of our common stock underlying restricted stock units that vest within 60 days of March 26, 2025 (includes 86 shares of our

common stock underlying restricted stock units held by TCTIG, LLC for which Ivan Howard is the beneficial owner) and 824 shares of our

common stock held by TCTIG, LLC and for which Ivan Howard is either the beneficial owner or has voting control.

583 shares of our common stock underlying restricted stock units that vest within 60 days of March 26, 2025.

(9) Includes 78 shares of our common stock underlying restricted stock units that vest within 60 days of March 26,

(10) Includes

78 shares of our common stock underlying restricted stock units that vest within 60 days of March 26, 2025 and 247 shares of our common

that are held by SHKH, LLC, an entity for which Stephen H.

Hochschuler has a controlling interest.

(9) Includes 75,447 shares of our common stock underlying stock options

that have vested and are exercisable within 60 days of March 29, 2024.

(10) Consists of (i) 358,137 shares of our Common Stock issued to

individuals and entities that are clients of TMD Wealth Management and for which TMD Wealth Management has sole or shared power of disposition

and (ii) 512,100 share of our Common Stock underlying warrants issued to individuals and entities that are clients of TMD Wealth Management

that may be exercised within 60 days of March 29, 2024 and TMD Wealth Management has sole or shared power to dispose of the shares issued

as result of any such exercise.

(11) Includes

2,956 shares of our common stock underlying restricted stock units that vest within 60 days of March 26, 2025.

Securities Authorized for Issuance under Equity

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Audit and Non-Audit Fees

Armanino LLP (“Armanino”) served

as our independent registered public accounting firm to audit our books and accounts for the fiscal year ended December 31, 2022.

also served as our independent registered public accountant prior to September 7, 2023.

On September 7, 2023, Haskell & White LLP

(“H&W”) became engaged as the Company’s independent registered public accounting firm for the fiscal year ended

December 31, 2023.

Armanino LLP (“Armanino”) served as

our independent registered public accounting firm prior to September 7, 2023.

On September 7, 2023, Haskell

& White LLP (“H&W”) became engaged as the Company’s independent registered public accounting firm for the fiscal

years ended December 31, 2024 and 2023.

The table below presents the aggregate fees for

professional services rendered by H&W for the year ended December 31, 2023:

professional services rendered by H&W for the years ended December 31, 2024 and 2023:

Audit-related fees

1 unchanged sentence

The table below presents the aggregate fees billed

for professional services rendered by Armanino for fiscal year 2023 (up to September 7, 2023) and the year ended December 31, 2022.

for professional services rendered by Armanino for fiscal year 2023 (up to September 7, 2023).

Audit-related fees

8 unchanged sentences

in connection with regulatory filings or engagements.

“All other fees” are fees billed by the independent accountant for

products and services not included in the foregoing categories.

“All other fees” are fees billed by the independent accountant for products

and services not included in the foregoing categories.

Exhibits, Financial Statement Schedules.

1 unchanged sentence

part of this Annual Report:

(1) The consolidated financial statements are filed as part of

this Annual Report under “Item 8.

(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.

(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

Financial Statements and Supplementary Data.”

4 unchanged sentences

EXHIBIT INDEX

Amended and Restated Certificate of Incorporation of the Registrant.

Bylaws of The Registrant.

Amendment to Certificate of Incorporation of the Registrant

Certificate of Designations, Rights and Preferences for Series A Preferred Stock

Form of Representative’s Warrant in connection with the Registrant’s Initial Public Offering

Form of publicly traded Warrant issued on June 16, 2023

Form of Warrant issued to investors on November 21, 2023

Form of Warrant issued to investors on February 20, 2024

Description of Securities of the Registrant

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s

Registration Statement No.

333-271648, filed on May 4, 2023)

Bylaws of the Registrant (incorporated by reference to the Registrant’s Registration Statement No.

333-260931, filed on April 20, 2022)

Certificate of Designations, Rights and Preferences for Series A Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)

Amendment to Certificate of Designations, Rights and Preferences for Series A Preferred Stock (incorporated by reference to the Registrant’s Registration Statement No.

333-281531, filed on September 9, 2024)

Certificate of Designations, Rights and Preferences for Series B Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on September 6, 2024)

Form of Representative’s Warrant in connection with the Registrant’s Initial Public Offering (incorporated by reference to the Registrant’s Registration Statement No.

333-260931, filed on April 15, 2022)

of publicly traded Warrant issued on June 16, 2023 (Incorporated by reference to exhibit 4.1 the Registrant’s Registration

Statement No.

333-272488, filed on June 7, 2023)

Form of Warrant Agency Agreement between the Company and VStock Transfer, LLC (incorporated by reference to exhibit 4.3 to the Registrant’s Registration Statement No.

333-272488, filed on June 7, 2023)

Form of Warrant issued to investors on November 21, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 28, 2023)

Form of Warrant issued to investors in the Series A Preferred Stock on February 20, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)

Form of Warrant issued to the investors in the Series B Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on September 6, 2024)

Description of Securities of the Registrant (incorporated by reference to the Registrant’s 8-A12B Registration Statement, filed on April 26, 2022)

Form of Series C-1 Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025)

Form of Series C-2 Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025)

Employment Agreement dated June 1, 2021 between Steven M.

Foster and the Registrant

Employment Agreement dated June 1, 2021 between Richard Ginn and the Registrant

Consulting Agreement dated May 7, 2021 by and between Richard Ferrari and the Registrant

Employment Agreement dated June 1, 2021 between Steven Van Dick and the Registrant

Tennon Medical 2022 Equity Incentive Plan

Form of Securities Purchase Agreement

Secured Note dated November 21, 2023 made to Ascent Special Ventures LLC

Secured Note dated November 21, 2023 made to WZC Ascent Family Trust

Securities Purchase Agreement dated November 21, 2023 among the Registrant, Ascent Special Ventures LLC and WZC Ascent Family Trust

Security Agreement dated November 21, 2023 between the Registrant and the Collateral Agent

Intellectual Property Security Agreement dated November 21, 2023 between the Registrant and the Collateral Agent

Form of Securities Purchase Agreement

Insider Trading Policy

List of Subsidiaries of the Registrant .

Foster and the Registrant (incorporated by reference to the Registrant’s Registration Statement No.

333-260931, filed on April 20, 2022)

Employment Agreement dated June 1, 2021 between Richard Ginn and the Registrant (incorporated by reference to the Registrant’s Registration Statement No.

333-260931, filed on April 20, 2022)

Consulting Agreement dated May 7, 2021 by and between Richard Ferrari and the Registrant (incorporated by reference to the Registrant’s Registration Statement No.

333-260931, filed on April 20, 2022)

Tennon Medical 2022 Equity Incentive Plan (incorporated by reference to the Registrant’s Registration Statement No.

333-271648, filed on May 4, 2023)

Form of Securities Purchase Agreement between the Registrant and Lincoln Park Capital Fund, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 28, 2023)

Form of Securities Purchase Agreement entered into between the Registrant and investors in the Series A Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)

Form of Securities Purchase Agreement entered into between the Registrant and investors in the November 2023 Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 28, 2023)

Form of Securities Purchase Agreement entered into between the Registrant and investors in the Series B Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on September 6, 2024)

Form of Inducement Letter, dated March 11, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025)

Insider Trading Policy (incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 29, 2024)

List of Subsidiaries of the Registrant (incorporated by reference to the Registrant’s Registration Statement No.

333-281531, filed on September 9, 2024)

Consent of Haskell & White LLP

Consent of Amanino LLP

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

Tenon Medical, Inc.

Clawback Policy

Clawback Policy (incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 29, 2024)

Inline XBRL Instance Document.

5 unchanged sentences

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.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or

1 unchanged sentence

thereunto duly authorized.

T enon Medical , Inc.

Tenon Medical, Inc.

March 26, 2025

5 unchanged sentences

on March 26, 2025.

/s/ Steven M.

Chief Executive Officer and President, Director

1 unchanged sentence

(Principal Executive Officer)

/s/ Richard Ginn

Chief Technology Officer and Director

March 26, 2025

/s/ Steven Van Dick

Chief Financial Officer

March 26, 2025

Steven Van Dick

Kevin Williamson

(Principal Financial and Accounting Officer)

/s/ Richard Ferrari

March 26, 2025

Richard Ferrari

/s/ Ivan Howard

March 26, 2025

/s/Kristine M.

March 26, 2025

/s/ Robert K.

March 26, 2025

/s/ Stephen H.

Hochschuler, M.D

2 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 9A. Controls and Procedures