Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are the controls
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
31, 2023. 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.
A material weakness is a deficiency, or combination
of deficiencies, in our internal control 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.
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
resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of
our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we
have adequate controls over our Exchange Act reporting disclosures.
Management’s Report on Internal Controls
over Financial Reporting
Management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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. Based
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
statements would not be prevented or detected on a timely basis.
59
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. To the extent reasonably possible given our limited
resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of
our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we
have adequate controls over our Exchange Act reporting disclosures.
As an emerging growth company, management’s
assessment of internal control over financial reporting was not subject to attestation by our independent registered public accounting
firm.
Changes in Internal Controls over Financial
Reporting
There were no changes in our internal control
over financial reporting during the three months ended December 31, 2023 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.
None.
60
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following are our executive officers and directors and their respective
ages and positions as of March 29, 2024.
Name
Age
Position
Steven M. Foster
56
Chief Executive Officer and President, Director
Richard Ginn
58
Chief Technology Officer and Director
Steve Van Dick
69
EVP, Finance and Administration and Chief Financial Officer
Richard Ferrari
70
Executive Chairman of the Board
Ivan Howard
57
Director
Kristine M. Jacques
57
Director
Robert K. Weigle
64
Director
Stephen H. Hochschuler, M.D.
81
Director
Steven M. Foster is our Chief Executive
Officer and President, and is also a director of the Company. Mr Foster has over 30 years of marketing, sales, operations and general
management experience. From 2015 to present Mr. Foster has been a principal with CTB Advisors, LLC in Brentwood, Tennessee. CTB Advisors
was founded as a single member limited liability company for the purpose of providing medical device organizations and physicians with
consultative assistance on commercialization focused projects. Projects included: CRM based clinician engagement program design, training
and implementation for NuVasive (NUVA). Valuation assessment / business plan development of early-stage spine technology including IP
assessment and regulatory pathway definition. M&A (SafeOp Surgical) integration project, Alphatec Spine (ATEC). Current Status: Exclusive
to ATEC. From 2012 to 2014 Mr. 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. Technology reached 200 global surgeries in first 12 months of commercialization. From 1992 to 2012 Mr. 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. Mr. 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
Officer and a director of the Company. Mr. Ginn’s focus is primarily on intellectual property and product development, he has travelled
throughout the world to train physicians and participated in multiple FIH trials and is a named inventor on more than 300 patents for
medical devices. Over the course of his career, he has helped raise more than $100 million in venture capital and has provided an average
10x return to his investors. Mr. Ginn is the founder of TransAortic Medical, an embolic protection device company, and is its President,
CEO and a director from 2013 to present. At TransAortic, Mr. Ginn Managed all corporate operations, raised capital to support company
needs; managed acquisition of technology by strategic partner; managed all Intellectual Property; and set up European distribution for
CE Marked device. Mr. Ginn is the founder of Promed, a large hole femoral closure device company and was the CEO, President and a director
from 2012 to 2019. At Promed he managed all corporate operations; raised capital to support company needs; and managed all intellectual
property.
Steven Van Dick is our Executive Vice
President, Finance and Administration and Chief Financial Officer. Mr. Van Dick has been the Chief Financial Officer for the Company
since June 1, 2021. Mr. 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.
From 2016 to 2017 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. At Spiracur,
Mr. 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.
61
Richard Ferrari is a founder, a director
and Executive Chairman of the Company. Since 2000, Mr. Ferrari has been and currently is a Managing Director of Denovo Ventures a $650Mill
venture firm specializing in Medical Devices and Biotechnology. From January 2019 until April 2021 Mr. Ferrari was employed as CEO and
Chairman of the Board of Directors of PQ Bypass which culminated is a successful acquisition by Endologix. During the last five years
Mr. Ferrari has been and currently is a board member (Executive Chairman) of Medlumics, S.L., a medical device company founded in 2011;
a board member (Vice Chairman) of ABS Interventional; a board member (Executive Chairman) of Heart Beam Inc.; a board member of Biomodex
Corporation; a board member of Retriever Medical Inc.; a board member of RMx Medical; a board member of Hawthorne Effect, Inc.; a board
member and co-founder of TransAortic acquired by Medtronic; Executive Chairman of Sentreheart acquired by Atricure, a board member of
Spinal Modualtion sold to St Jude and a board member of Hands of Hope. Mr. Ferrari has raised over $1billion 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. Mr. Ferrari continues
to mentor and advise a number of CEO’s and start-up companies on strategy and building organizations dedicated to delivering excellence.
Mr. Ferrari is the creator of Excellence by Choice a series of lectures and presentations to help early-stage companies perform at the
highest level of execution. Mr. Ferrari received a Bachelor’s Degree in Education from Ashland University and a MBA from University
of South Florida.
Ivan Howard is a director of the Company.
Mr. Howard has been since 2019 and currently is a Vice President and Sr. Specialist in Alternative Investment Fiduciary Risk for Banco
Santander, a multinational financial services company. From 2020 Mr. 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. From 2020 Mr. Howard has been and currently serves on the U.S. 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. Mr. 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.
Kristine M. 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
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. Previously,
she was an Account Manager, Senior Investment Analyst for General Electric Capital Corporation from 1988 until 1991. Ms. Jacques received
a Bachelor of Arts degree in Finance Administration from Michigan State University.
We believe that Ms. Jacques is well qualified
to serve as a Director on our Board with her experience as a senior executive in the spine and medical device industries.
Robert K. 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. Mr. Weigle is also currently an executive in residence with DigitalDX, a venture capital firm. Mr. 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. 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. Mr.
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. Mr. Weigle was also a senior executive at numerous
healthcare/medical device companies, including TherOx, Inc, Cardiac Pathways, Baxter Healthcare and Cardima Corporation. Mr. Weigle
also has relevant experience at Johnson & Johnson. Mr. Weigle holds 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.
Stephen H. Hochschuler, M.D. is a
director of the Company. Dr. Hochschuler is a world-renowned orthopedic spine surgeon. Dr. 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. Dr. 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. Dr.
Hochschuler holds a BA from Columbia College and his medical degree from Harvard Medical School.
62
We believe that Dr. 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.
Board Composition
Our business and affairs are managed under the
direction of our Board. Our Board currently consists of seven members, four of whom qualify as “independent” under the listing
standards of Nasdaq.
Directors serve until the next annual meeting
and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the Board following
the annual meeting of shareholders and until their successors have been elected and qualified.
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; or
●
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.
Under such definitions, our Board has undertaken
a review of the independence of each director. Based on the information provided by each director concerning his or her background, employment,
and affiliations, our Board has determined that Ivan Howard, Kristine M. Jacques, Robert K. Weigle and Stephen H. Hochschuler, M.D. are
independent directors of the Company.
Board Committees
The Board has established three standing committees:
(i) Audit Committee; (ii) Compensation Committee; and (iii) Nominating and Corporate Governance Committee. Each of the committees operates
pursuant to its charter. The committee charters will be reviewed annually by the Nominating and Corporate Governance Committee. If appropriate,
and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose revisions to
the charters. The responsibilities of each committee are described in more detail below.
63
Audit Committee . The Audit Committee
consists of two directors, Ivan Howard and Robert Weigle, both of which are currently “independent” as defined by Nasdaq
and includes an audit committee financial expert, Mr. Howard, within the meaning of Item 407(d) of Regulation S-K under the Securities
Act of 1933, as amended, or the Securities Act. The audit committee’s duties are specified in a charter and include, but not be
limited to:
●
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
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;
●
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;
●
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; and
●
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. 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.
Compensation Committee . The Compensation
Committee consists of two directors, _______ 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; and
●
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
64
●
evaluating nominations by stockholders of candidates for election to
our Board; and
●
corporate governance matters
Role of Board in Risk Oversight Process
Our Board has responsibility for the oversight
of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk
exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving
regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk
management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory,
cybersecurity, strategic, and reputational risk.
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
of the Code.
Clawback Policy
On November 28, 2023, our Board adopted an executive
compensation recoupment policy consistent with the requirements of the Exchange Act Rule 10D-1 and the Nasdaq listing standards thereunder,
to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance
against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to all corporate officers, including
awards under our equity incentive plans, in the event of a financial restatement to the extent that the payout for such awards would have
been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed to the need for a financial restatement.
Insider Trading Policy
On May 12, 2022, we adopted an insider trading
policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, to promote
compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to us. Our insider trading policy
is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of
1934, as amended, requires our directors, executive officers and persons who own more than 10% of our outstanding shares of common stock
(“Ten Percent Holders”) to file with the SEC reports of their share ownership and changes in their share ownership of our
common stock. Directors, executive officers and Ten Percent Holders are also required to furnish us with copies of all ownership reports
they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us, no directors, executive
officers or Ten Percent Holders did not comply with all Section 16(a) filing requirements as of March 29, 2024.
65
Policies and Practices for Granting Certain Equity Awards
Our policies and practices regarding the granting
of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive
compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible
employees.
The timing of equity award grants is determined
with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market
conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each
grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of
our compensation packages.
In determining the timing and terms of an equity
award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance
with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of
material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate,
delaying the grant of equity awards until the public disclosure of such material nonpublic information.
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:
● been convicted in a criminal
proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
● 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;
● 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; or
● 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.
66
Item 11. Executive Compensation
The following summary compensation table provides
information regarding the compensation paid during our fiscal years ended December 31, 2023 and 2022 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
officers.”
Summary Compensation Table
Name and Principal Position
(Salary $)
($)Bonus
Option/RSU
Awards (1) ($)
Total ($)
Steven M. Foster, Chief Executive Officer
2023
$ 400,000
$ 87,600
$ —
$ 487,600
2022
$ 300,000
$ 70,000
$ 1,926,634
$ 2,296,634
Steven Van Dick, Chief Financial Officer
2023
$ 325,000
$ 60,225
$ —
$ 385,225
2022
$ 275,000
$ 148,125
$ 808,998
$ 1,232,123
Richard Ginn, Chief Technology Officer
2023
$ 290,000
$ 60,225
$ —
$ 350,225
2022
$ 275,000
$ 148,125
$ 3,995,603
$ 4,418,728
(1) In 2022 the named executives received restricted stock units
(“RSUs”). No options or RSUs were granted to the named executives in 2023.
Employment Agreements
We have executed the following employment agreements
with our executive officers. 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.
Foster Employment Agreement. Steven
M. 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.
Under the Foster Employment Agreement, in the
event that Mr. Foster’s employment is terminated by us without cause (as described in the Foster Employment Agreement) or by Mr.
Foster for good reason (as described in the Foster Employment Agreement), Mr. Foster 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. Foster would be entitled to (1) vesting of his options granted prior to the date of the Foster Employment Agreement and (2) a lump
sum cash payment of one year of his base salary and bonus opportunity then in effect.
If Mr. Foster is terminated for cause or because
of death or disability or resigns without good reason, then all vesting of Mr. Foster’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 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.
Ginn Employment Agreement .
Richard Ginn, our founder, Chief Technology Officer and a director of the Company, and the Company entered into an Employment Agreement
dated as of June 1, 2021 (the “Ginn Employment Agreement”). The Ginn Employment Agreement provides Mr. Ginn 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, a second bonus
of up to $200,000 based on certain milestones determined by our Board and employee benefits that are generally given to our senior executives.
67
Under the Ginn Employment Agreement, in the event
that Mr. Ginn’s employment is terminated by us without cause (as described in the Ginn Employment Agreement) or by Mr. Ginn for
good reason (as described in the Foster Employment Agreement), Mr. Ginn 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. Ginn would
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.
If Mr. Ginn is terminated for cause or because
of death or disability or resigns without good reason, then all vesting of Mr. Ginn’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 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. Steven
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
Mr. 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
Mr. 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.
If Mr. 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.
The above summary description of the named
executives’ employment agreement includes some of the general terms and provisions of those agreements. For a more detailed description
of those employment agreements, you should refer to such agreements, which are included as exhibits to this Annual Report on Form 10-K.
68
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,
2023.
Option
Awards
Equity Awards (RSUs)
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option Exercise
Price ($)
Option
Expiration
Date
Number
of RSUs
that have not Vested
Market
Value of RSUs
Steven M. Foster
9,687
1,563
$ 52.00
May 1, 2031
10,874
$ 17,181
Steven Van Dick
4,865
785
$ 52.00
May 1, 2031
4,566
$ 7,214
2,786
673
$ 70.60
July 19, 2031
Richard Ginn
4,865
785
$ 52.00
May 1, 2031
22,551
$ 35,631
443
107
$ 70.60
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
cliff.
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
cliff.
RSUs
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.
Board Compensation
The following summary board compensation table
provides information regarding the board compensation paid during our fiscal year ended December 31, 2023 to our board members. Only
our independent directors received compensation for being directors during fiscal year 2023.
Director
Cash
Compensation 1
Equity
Compensation 2
Total
Compensation
Frank Fischer
$ 60,000
$ —
$ 60,000
Ivan Howard
$ 60,000
$ —
$ 60,000
Kristine M. Jacques 3
$ —
$ —
$ —
Robert Weigle
$ 67,500
$ —
$ 67,500
Stephen Hochschuler
$ 45,000
$ —
$ 45,000
Total
232,500
$ —
$ 232,500
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.
3 Appointed as a director on March 25, 2024.
69
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. 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. 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. The compensation paid to Mr. Ferrari during the fiscal year ended December 31, 2023, totaled $247,500.
Policies and Practices for Granting Certain
Equity Awards
Our policies and practices regarding the granting
of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive
compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible
employees.
The timing of equity award grants is determined
with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market
conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each
grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of
our compensation packages.
In determining the timing and terms of an equity
award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance
with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of
material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate,
delaying the grant of equity awards until the public disclosure of such material nonpublic information.
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.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The following table sets forth certain information,
as of March 29, 2024, with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of a class of Company
voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a
group.
Beneficial ownership of a class of voting stock
is determined in accordance with the rules of the SEC and includes any shares of such class of the Company’s voting stock over which
a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within
60 days. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect
to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on 3,726,974 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.
70
To the best of our knowledge, except as otherwise
indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock
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
Title of Class
Number of
Shares
Beneficially
Owned
Beneficial
Ownership
Percentage
Officers and Directors
Steven M. Foster
Chief Executive Officer and President
Common Stock
23,604 (2)
*
Richard Ginn
Chief Technology Officer
Common Stock
84,649 (3)
2.3 %
Steven Van Dick
EVP, Finance and Admin and Chief Financial Officer
Common Stock
22,003 (4)
*
Richard Ferrari
Chairman of the Board
Common Stock
61,874 (5)
1.7 %
Ivan Howard
Director
Common Stock
9,201 (6)
*
Robert K. Weigle
Director
Common Stock
1,242 (7)
*
Stephen H. Hochschuler, M.D.
Director
Common Stock
6,560 (8)
*
Kristine M. Jacques
Director
Common Stock
—
*
Officers and Directors as a Group (total of 8 persons)
209,133 (9)
5.6 %
5% Stockholders of a Class of Voting Stock
Zuhlke Ventures AG
Common Stock
244,773
9.4 %
TMD Wealth Management
Common Stock
870,237 (10)
The Beckham-Shufeldt Family Trust
Series A Preferred Stock
66,116
25.7 %
Ascent Special Ventures LLC
Series A Preferred Stock
67,783
26.4 %
* 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. 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.
71
Securities Authorized for Issuance under Equity
Compensation Plans
See Part II, Item 5 “ Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Securities Authorized for Issuance under Equity
Compensation Plans .”
Item 13. Certain Relationships and Related
Party Transactions, and Director Independence
On May 7, 2021 the Company entered into the “Ferrari
Consulting Agreement with Richard Ferrari, a founder of the Company and its Executive Chairman. See “ Executive Compensation—Board
Compensation ” for a summary description of the terms of the Ferrari Consulting Agreement.
Item 14. Principal Accountant Fees and Services
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. Armanino
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.
The table below presents the aggregate fees for
professional services rendered by H&W for the year ended December 31, 2023:
2023
Audit fees
$ 158,500
Audit-related fees
—
All other fees
—
Total fees
$ 158,500
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.
2023
2022
Audit fees
$ 179,102
$ 338,253
Audit-related fees
54,981
72,640
All other fees
—
—
Total fees
$ 234,083
$ 410,893
In the above tables, “audit fees”
are fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial
statements, and services normally provided by the independent accountant in connection with regulatory filings or engagements for those
fiscal periods. “Audit-related fees” are fees not included in audit fees that are billed by the independent accountant for
assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. These
audit-related fees also consist of the review of our registration statements filed with the SEC and related services normally provided
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.
72
PART IV
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.
73
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.
74
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.
T enon 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
74