Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is trading on the Nasdaq Capital
Market under the symbol “TNON.”
Holders
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.
We also have outstanding as of March 29, 2024:
●
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; and
●
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.
Dividends
We have never declared or paid any cash dividend
on our common stock. We intend to retain any future earnings to be used to provide working capital, to support our operations, and to
finance the growth and development of our business, including potentially the acquisition of, or investment in, businesses, technologies
or products that complement our existing business. We do not expect to pay cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
Set forth below is information as to all of our equity securities sold
by us during our fiscal year ended December 31, 2023, which was not registered under the Securities Act of 1933, as amended.
(a)
Issuance of Capital Stock.
None.
(b)
Option Grants.
None.
(c) Warrants.
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.
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(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”).
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.
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Equity Compensation
Plan Information
The table below sets forth
information as of December 31, 2023.
Plan Category
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
179,005
$ 42.54
37,486
Equity compensation plans not approved by security holders
—
$ —
—
Total
179,005
$ 42.54
37,486
Use of Proceeds from our Initial Public Offering
of Common Stock
Not applicable.
Transfer Agent
The transfer agent for the common stock is Vstock
Transfer LLC, 18 Lafayette Place, Woodmere, New York, telephone (212) 828-8436.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
Item 6. [Reserved]
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