Tenon Medical, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ to __________ COMMISSION FILE NUMBER 001-41364 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 45-5574718 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 104 Cooper Court Los Gatos , CA 95032 (408) 649-5760 (Address of principal executive offices) (Zip Code) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share TNON The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒ As of May 13, 2025, the registrant had a total of 7,589,970 shares of its common stock, par value $0.001 per share, issued and outstanding. INDEX Page PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements (unaudited) 1 Condensed Balance Sheets 1 Condensed Statements of Operations and Comprehensive Loss 2 Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity 3 Condensed Statements of Cash Flows 4 Notes to Condensed Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 22 Item 4. Controls and Procedures 22 PART II. OTHER INFORMATION Item 1. Legal Proceedings 23 Item 1A. Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3. Defaults Upon Senior Securities 23 Item 4. Mine Safety Disclosures 23 Item 5. Other Information 23 Item 6. Exhibits 24 SIGNATURES 26 i CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about: ● Our ability to effectively operate our business segments; ● Our ability to manage our research, development, expansion, growth and operating expenses; ● Our ability to evaluate and measure our business, prospects and performance metrics; ● Our ability and our national distributor’s ability to compete, directly and indirectly, and succeed in the highly competitive medical devices industry; ● Our ability to respond and adapt to changes in technology and customer behavior; and ● Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. ii PART I – FINANCIAL INFORMATION ITEM 1. Condensed Financial Statements (Unaudited) Tenon Medical, Inc. Condensed Balance Sheets (Unaudited) (In thousands, except share data) March 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 10,311 $ 6,535 Accounts receivable, net 886 863 Inventory, net 607 606 Prepaid expenses and other current assets 186 206 Total current assets 11,990 8,210 Property and equipment, net 698 752 Deposits 51 51 Operating lease right-of-use asset 334 399 Deferred offering costs 321 431 TOTAL ASSETS $ 13,394 $ 9,843 Liabilities and Stockholders’ EQUITY Current liabilities: Accounts payable $ 496 $ 369 Accrued expenses 911 910 Current portion of accrued commissions 493 303 Current portion of operating lease liability 295 287 Total current liabilities 2,195 1,869 Accrued commissions, net of current portion 1,758 1,862 Operating lease liability, net of current portion 65 141 Total liabilities 4,018 3,872 Commitments and contingencies (Note 7) Stockholders’ equity: Series A convertible preferred stock, $ 0.001 par value; 4,500,000 shares authorized at March 31, 2025 and December 31, 2024; 256,968 shares issued and outstanding at March 31, 2025 and December 31, 2024 3,300 3,300 Series B convertible preferred stock, $ 0.001 par value; 491,222 shares authorized at March 31, 2025 and December 31, 2024; 86,454 shares issued and outstanding at March 31, 2025 and December 31, 2024 452 452 Common stock, $ 0.001 par value; 130,000,000 shares authorized at March 31, 2025 and December 31, 2024; 7,589,965 and 3,138,804 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 8 3 Additional paid-in capital 77,978 70,962 Accumulated deficit ( 72,362 ) ( 68,746 ) Total stockholders’ equity 9,376 5,971 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 13,394 $ 9,843 The accompanying notes are an integral part of these condensed financial statements. 1 Tenon Medical, Inc. Condensed Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except per share data) Three Months Ended March 31, 2025 2024 Revenue $ 726 $ 719 Cost of revenue 403 249 Gross Profit 323 470 Operating Expenses Research and development 691 669 Sales and marketing 1,647 1,381 General and administrative 1,662 1,926 Total Operating Expenses 4,000 3,976 Loss from Operations ( 3,677 ) ( 3,506 ) Other Income (Expense), net Gain on investments 61 27 Interest expense — ( 34 ) Other expense — ( 63 ) Total Other Income (Expense), net 61 ( 70 ) Net Loss $ ( 3,616 ) $ ( 3,576 ) Net Loss Per Share of Common Stock Basic and diluted $ ( 1.01 ) $ ( 10.02 ) Weighted Average Shares of Common Stock Outstanding Basic and diluted 3,597 357 Statements of Comprehensive Loss: Net loss $ ( 3,616 ) $ ( 3,576 ) Foreign currency translation adjustment — 46 Total Comprehensive Loss $ ( 3,616 ) $ ( 3,530 ) The accompanying notes are an integral part of these condensed financial statements. 2 Tenon Medical, Inc. Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Unaudited) (In thousands, except share data) Three months ended March 31, 2025 and 2024: Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Shares Amount Shares Amount Shares Amount Capital Deficit Loss Total Balance at December 31, 2024 256,968 $ 3,300 86,454 $ 452 3,138,804 $ 3 $ 70,962 $ ( 68,746 ) $ — $ 5,971 Stock-based compensation expense — — — — — — 872 — — 872 Issuance of common stock, pre-funded warrants and warrants under inducement agreement, net of issuance costs — — — — 2,445,700 3 2,732 — — 2,735 Issuance of common stock, prefunded warrants, and warrants, net of issuance costs — — — — 2,005,000 2 3,522 — — 3,524 Release of restricted stock units — — — — 461 — — — — — Deferred deal costs — — — — — — ( 110 ) — — ( 110 ) Net loss — — — — — — — ( 3,616 ) ( 3,616 ) Balance at March 31, 2025 256,968 $ 3,300 86,454 $ 452 7,589,965 $ 8 $ 77,978 $ ( 72,362 ) $ — $ 9,376 Balance at December 31, 2023 — — — — 325,039 — 55,897 ( 55,073 ) ( 46 ) 778 Stock-based compensation expense — — — — — — 1,018 1,018 Issuance of common stock, net of issuance costs — — — — 140,430 — 1,804 1,804 Issuance of Series A preferred stock and warrants, net of issuance costs 256,968 3,300 — — — — 254 — — 3,554 Release of restricted stock units — — — — 403 — — — — — Other comprehensive income — — — — — — — — 46 46 Net loss — — — — — — — ( 3,576 ) ( 3,576 ) Balance at March 31, 2024 256,968 $ 3,300 — $ — 465,872 $ — $ 58,973 $ ( 58,649 ) $ — $ 3,624 The accompanying notes are an integral part of these condensed financial statements. 3 Tenon Medical, Inc. Condensed Statements of Cash Flows (Unaudited) (In thousands) Three Months Ended March 31, 2025 2024 Cash Flows from Operating Activities Net loss $ ( 3,616 ) $ ( 3,576 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 872 1,018 Depreciation and amortization 42 100 Provision for credit losses on accounts receivable — 10 Amortization of operating right-of-use asset 65 60 Increase (decrease) in cash resulting from changes in: Accounts receivable ( 23 ) ( 63 ) Inventory 11 ( 78 ) Prepaid expenses and other assets 20 29 Accounts payable 127 ( 167 ) Accrued expenses 87 390 Operating lease liability ( 68 ) ( 61 ) Net cash used in operating activities ( 2,483 ) ( 2,338 ) Cash Flows from Investing Activities Purchases of property and equipment — ( 119 ) Net cash used in investing activities — ( 119 ) Cash Flows from Financing Activities Gross proceeds from issuance of common stock, prefunded warrants and warrants 4,010 — Gross proceeds from issuance of common stock, prefunded warrants and warrants under inducement agreement 3,057 — Proceeds from issuance of Series A convertible preferred stock — 2,605 Proceeds from issuance of common stock — 1,990 Offering costs ( 808 ) ( 224 ) Net cash provided by financing activities 6,259 4,371 Effect of foreign currency translation on cash flow — 46 Net Increase in Cash and Cash Equivalents 3,776 1,960 Cash and Cash Equivalents at Beginning of Period 6,535 2,428 Cash and Cash Equivalents at End of Period $ 10,311 $ 4,388 Supplemental Disclosures of Cash Flow Information Non-cash investing and financing activities: Warrant modification costs $ 1,402 — Preferred stock issued upon conversion of debt and accrued interest $ — 1,186 Reclassification of deferred offering costs to additional paid-in capital $ 110 130 The accompanying notes are an integral part of these condensed financial statements. 4 Notes to Condensed Financial Statements (unaudited) (in thousands, except share and per-share data) 1. Organization and Business Nature of operations Tenon Medical, Inc. (the “Company”) was incorporated in the State of Delaware on June 19, 2012 and was headquartered in San Ramon, California until June 2021 when it relocated to Los Gatos, California. The Company is a medical device company that has developed The Catamaran™ SI Joint Fusion System (“The Catamaran System”) that offers a novel, less invasive approach to the sacroiliac joint (the “SI Joint”) using a single, robust, titanium implant for treatment of the most common types of SI Joint disorders that cause lower back pain. The Company received U.S. Food and Drug Administration (“FDA”) clearance in 2018 for The Catamaran System and is currently focused on the US market. Since the national launch of The Catamaran System in October 2022, the Company is focused on three commercial opportunities: 1) Primary SI Joint procedures, 2) Revision procedures of failed SI Joint implants and 3) SI Joint fusion adjunct to a spine fusion construct. 2. Summary of Significant Accounting Principles Basis of presentation The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As permitted under these rules and regulations, the Company has condensed or omitted certain financial information and footnote disclosures normally included in its annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed balance sheet as of December 31, 2024 has been derived from the Company’s audited financial statements, which are included in its Annual Report on Form 10-K filed with the SEC on March 26, 2025 (the “Annual Report”). These condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in management’s opinion, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of its financial information. The interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These unaudited condensed financial statements and accompanying notes should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2024 and 2023 included in its Annual Report. The Company’s significant accounting policies are disclosed in the Annual Report. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2025. Going concern uncertainty and liquidity requirements The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. There is substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these financial statements are issued. Since inception, the Company has incurred losses and negative cash flows from operations. Management expects to incur additional operating losses and negative cash flows from operations in the foreseeable future as the Company continues its product development programs and the commercialization of The Catamaran System. Based on the Company’s expected level of revenues and expenditures, the Company believes that its existing cash and cash equivalents as of March 31, 2025 will not provide sufficient funds to enable it to meet its obligations for a period of at least twelve months from the date of the filing of these financial statements. The Company plans to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations (see Note 6). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 5 Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, collectability of accounts receivable, realization of deferred tax assets, accrued liabilities, accrued commissions, incremental borrowing rate, obsolescence of inventory and stock-based compensation. Reverse Stock Split On September 6, 2024, the Company effected a 1-for-8 reverse stock split (the “2024 Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2024 Reverse Stock Split combined every eight shares of our common stock issued and outstanding immediately prior to effecting the 2024 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2024 Reverse Stock Split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2024 Reverse Stock Split. The authorized number of shares and the par value per share of the Company’s common stock were not affected by the 2024 Reverse Stock Split. Income Taxes Income taxes are recorded in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes , which provides for deferred taxes using an asset and liability approach. Under this method, the Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect when the differences are expected to reverse. Valuation allowances are provided when necessary to reduce net deferred tax assets to the amount that is more likely than not to be realized. Based on the available evidence, the Company is unable, at this time, to support the determination that it is more likely than not that its deferred tax assets will be utilized in the future. Accordingly, the Company recorded a full valuation allowance as of March 31, 2025 and December 31, 2024. The Company intends to maintain valuation allowances until sufficient evidence exists to support its reversal. The Company also expects the usage of the net operating loss carryforwards will be limited based on changes in the Company’s ownership. Net loss per share Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all potential common stock equivalents (restricted stock units, stock options, warrants and convertible preferred stock) are converted or exercised. The calculation of diluted net loss per share excludes potential common stock equivalents if the effect is anti-dilutive. The Company’s weighted average common shares outstanding for basic and diluted are the same because the effect of the potential common stock equivalents is anti-dilutive. The Company had the following dilutive common stock equivalents as of March 31, 2025 and 2024 which were excluded from the calculation because their effect was anti-dilutive: March 31, 2025 March 31, 2024 Outstanding restricted stock units 96,913 14,978 Outstanding stock options 10,697 11,703 Outstanding warrants 5,956,010 262,496 Common shares convertible from preferred stock 896,661 323,322 Total 6,960,281 612,499 Adoption of New Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures , which requires additional tax disclosures about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This guidance is effective on a prospective basis, with the option to apply it retrospectively, for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of adopting this new accounting guidance. 6 Recent Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. We are currently evaluating the impact of adopting this new accounting guidance. 3. Property and Equipment, net Property and equipment, net, consisted of the following: March 31, 2025 December 31, 2024 Construction in progress $ 529 $ 541 Catamaran tray sets 785 785 IT equipment 56 56 Leasehold improvements 15 15 Lab equipment 14 14 Office furniture 9 9 Property and equipment, gross 1,408 1,420 Less: accumulated depreciation ( 710 ) ( 668 ) Property and equipment, net $ 698 $ 752 Construction in progress is made up of reusable components that will become reusable Catamaran Tray Sets. Depreciation expense was approximately $ 42 and $ 87 for the three months ended March 31, 2025 and 2024, respectively. 4. Accrued Expenses Accrued expenses consisted of the following: March 31, 2025 December 31, 2024 Accrued compensation $ 548 $ 416 Accrued professional services fees 154 271 Other accrued expenses 209 223 Total accrued expenses $ 911 $ 910 7 5. Leases In June 2021, the Company entered into a facility lease agreement for its company headquarters in Los Gatos, California. This non-cancellable operating lease expires in June 2026 . Operating lease costs for the facility lease were $ 73 and $ 73 for the three months ended March 31, 2025 and 2024, respectively. Supplemental balance sheet information related to leases was as follows: March 31, December 31, 2025 2024 Operating lease right-of-use assets $ 334 $ 399 Operating lease liability, current $ ( 295 ) $ ( 287 ) Operating lease liability, noncurrent ( 65 ) ( 141 ) Total operating lease liabilities $ ( 360 ) $ ( 428 ) Future maturities of operating lease liabilities as of March 31, 2025 were as follows: 2025 $ 235 2026 144 Total lease payments 379 Less: imputed interest ( 19 ) Present value of operating lease liabilities $ 360 Other information: Cash paid for operating leases for the three months ended March 31, 2025 $ 76 Cash paid for operating leases for the three months ended March 31, 2024 $ 74 Remaining lease term - operating leases (in years) 1.25 Average discount rate - operating leases 8.0 % 6. Stockholders’ Equity The Company’s current Amended and Restated Certificate of Incorporation dated February 18, 2014 authorizes the issuance of 130,000,000 shares of common stock and 20,000,000 shares of preferred stock, both with a par value of $ 0.001 per share. With respect to the preferred stock, 4,500,000 shares are designated Series A Preferred Stock and 491,222 shares are designated Series B Preferred Stock. At-the-Market Offering Program On May 4, 2023, the Company entered into an Equity Distribution Agreement to establish an at-the-market offering program, under which the Company may sell from time to time, at its option, shares of its common stock having an aggregate gross sales price of $ 5.5 million. The Company is required to pay the Sales Agents a commission of 3 % of the gross proceeds from the sale of shares and has also agreed to provide the Sales Agents with customary indemnification rights. During the three months ended March 31, 2025 and 2024, 0 and 129,199 shares of the Company’s common stock, respectively, were sold under the program at a weighted-average price of $ 0 and $ 14.63 per share with aggregate net proceeds of $ 0 and $ 1,834 , respectively. Equity Line of Credit On July 24, 2023, the Company entered into a purchase agreement (“Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, the Company may sell to Lincoln Park up to $ 10 million of shares of common stock from time to time during the term of the Purchase Agreement. On September 22, 2023 (the “Commencement Date”) and on May 10, 2024, the Company filed registration statements with the SEC covering the resale of shares of common stock issued to Lincoln Park under the Purchase Agreement. 8 Beginning on the Commencement Date and for a period of 24 months thereafter, under the terms and subject to the conditions of the Purchase Agreement, from time to time, at the Company’s discretion, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $ 10 million of shares of common stock, subject to certain limitations set forth in the Purchase Agreement. Specifically, from time to time from and after the Commencement Date, the Company may, at its discretion, direct Lincoln Park to purchase on any single business day on which the closing price of its common stock on The Nasdaq Capital Market (“Nasdaq”) is equal to or greater than $ 1.50 up to 10,000 shares of common stock (a “Regular Purchase”); provided, that the Company may direct Lincoln Park to purchase in a Regular Purchase (i) up to 12,500 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $15.00 per share and (ii) up to 15,000 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $25.00 per share . In no case, however, will Lincoln Park’s commitment with respect to any single Regular Purchase exceed $ 500,000 ; provided, that the parties may mutually agree at any time to increase the maximum number of shares of common stock the Company may direct Lincoln Park to purchase in any single Regular Purchase to up to 100,000 shares or any number of shares that shall not exceed 4.99 % of the then outstanding shares of common stock. The foregoing share amounts and per share prices will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement with respect to our common stock. The purchase price per share for each such Regular Purchase will be based on prevailing market prices of the Company’s common stock immediately preceding the time of sale, as determined under the Purchase Agreement. During the three months ended March 31, 2025 and 2024, 0 and 11,231 shares of the Company’s common stock were sold under the program, respectively, at a weighted-average price of $ 0 and $ 8.90 per share, respectively, with aggregate net proceeds of $ 0 and $ 95 , respectively. 2025 Warrant Inducement On March 11, 2025, the Company entered into a warrant exercise inducement offer letter agreement (the “Inducement Letter”) with the holder of the Series A New Warrants and Series B New Warrants (the “Existing Warrants”), pursuant to which, the holder agreed to exercise the Existing Warrants at a reduced exercise price of $ 1.25 per share in consideration for the Company’s agreement to issue (i) new unregistered five-year warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 2,445,700 shares of common stock at an exercise price of $ 1.25 per share and (ii) new unregistered three-year warrants (the “Series C-2 Warrants,” and together with the Series C-1 Warrants, the “New Warrants”) to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $ 1.25 per share (the “Inducement Transaction”). The New Warrants are not exercisable without approval by the Company’s stockholders (“Stockholder Approval”), which, pursuant to the Inducement Letter, the Company is required to obtain at a meeting of stockholders no later than 165 days after the consummation of the Inducement Transaction. The Series C-1 Warrants will be exercisable five years from the date on which Stockholder Approval is obtained, and the Series C-2 Warrants will be exercisable three years from the date on which Stockholder Approval is obtained. Pursuant to the Inducement Transaction, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $ 2,735 . The Company filed a registration statement on Form S-1 on April 4, 2025 providing for the resale of the shares of common stock issuable upon the exercise of the New Warrants. The Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or common stock equivalents or file any registration statement or any amendment or supplement to any existing registration statement, subject to certain exceptions, for a period of 60 calendar days after the effectiveness of the Resale Registration Statement. Furthermore, the Company is also prohibited from entering into any agreement to issue common stock or common stock equivalents involving a variable rate transaction (as defined in the Inducement Letter), subject to certain exceptions, for a six-month period commencing on March 12, 2025. 2025 Securities Purchase Agreements On March 25, 2025, the Company entered into a securities purchase agreement for the issuance of 733,500 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering at a purchase price of $ 2.00 per share. In a concurrent private placement, the Company also agreed to issue to the same investor warrants to purchase up to 733,500 shares of its common stock at an exercise price of $ 2.00 per share, which will be exercisable immediately, and will expire five years following the date of issuance. Pursuant to the agreements, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $ 1,234 . Also on March 25, 2025, the Company entered into a securities purchase agreement for the issuance of 1,271,500 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering at a purchase price of $ 2.00 per share. In a concurrent private placement, the Company also agreed to issue to the same investor warrants to purchase up to 1,271,500 shares of its common stock at an exercise price of $ 2.00 per share, which will be exercisable immediately, and will expire five years following the date of issuance. Pursuant to the agreements, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $ 2,290 . 9 Series A Preferred Stock On February 20, 2024, the Company entered into a Securities Purchase Agreement with certain investors, pursuant to which the Company agreed to sell, issue and deliver to these investors, in a private placement offering, a total of 172,239 shares of the Company’s Series A Preferred Stock and warrants (the “Series A Warrants”) to purchase 32,300 shares of Common Stock at an exercise price equal to $ 4.28 per share for net proceeds of $ 2,437 after deducting offering costs. Additionally, on February 20, 2024, the Investors agreed to a complete prepayment of the Company’s obligations under the Convertible Notes, including accrued interest, in exchange for 84,729 shares of Series A Preferred Stock and warrants to purchase 19,637 shares of our common stock at $ 4.2756 per share and the Convertible Notes were cancelled. The Series A Warrants are immediately exercisable and expire five years from the date of issuance. The Series A Preferred Stock is convertible, at any time, at the option of the holder into shares of Common Stock. Each share of Series A Preferred Stock shall be convertible, at any time after the date of issuance, at the option of the holder thereof (or, upon a Required Conversion (as defined below), at the option of the Corporation), into that number of shares of Common Stock determined by dividing the Stated Value (as defined below) for such share of Series A Preferred Stock by the Conversion Price (as defined below). “Stated Value” means for any share of Series A Preferred Stock, an amount equal to the product of (x) $15.125 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the number of days that such share of Series A Preferred Stock has been issued divided by 365. “Conversion Price” means (i) for the shares of Series A Preferred Stock issued on the Closing Date, $1.5125 and (ii) for each share of Series A Preferred Stock issued thereafter, an amount equal to the greater of (x) $1.5125 and the average of the VWAPs for the 10 Trading Days prior the issuance date of such share of Series A Preferred Stock, in each case subject to adjustment as set forth herein. On any date that ten out of the last 15 daily VWAPs of the Common Stock is 250% higher than the Conversion Price on such date, then the Company will have the right to require 50% of the Preferred Stock to be converted into shares of Common Stock. Additionally, on and after the time on which the Company has $2.25 million in revenues in any single financial quarter, the Company will have the right to require 50% of the Preferred Stock to be converted into shares of Common Stock (a “Required Conversion”). No dividends are payable on the Series A Preferred Stock. The Series A Preferred Stock will vote together with the Common Stock on all matters other than as required by law; provided however that any additional shares underlying the Series A Preferred Stock as a result of the anti-dilution provision described below shall not vote on an “as converted” basis and shall only vote when issued upon conversion. Notwithstanding the foregoing, the vote of an individual holder of Series A Preferred Stock (and underlying Common Stock) shall be capped at 9.99% (or 4.99% if selected by the holder). The Conversion Price is subject to anti-dilution adjustment as the result of any subdivision, combination of shares or recapitalization, stock dividends, stock splits and similar transactions affecting the Common Stock. In addition, the Series A Preferred Stock will have weighted average anti-dilution protection providing for adjustment of the Conversion Price in the event of issuance of, or commitments to issue, Common Stock for less than the Conversion Price then in effect immediately prior to such issue or sale (a “Dilutive Issuance”), subject to customary exceptions; provided however the anti-dilution for Dilutive Issuances shall not be operative until the stockholders of the Company have approved the terms of the Series A Preferred Stock, which approval was granted at the annual shareholder meeting on July 23, 2024. Upon any liquidation or winding up of the Company (a “Liquidation”), the holders of Series A Preferred Stock will be entitled to receive in preference to any other class or series of the Company’s equity securities the greater of (i) the Stated Value plus accrued and unpaid dividends and (ii) what would be paid if the Series A Preferred Stock plus accrued and unpaid dividends had been converted into Common Stock. A consolidation or merger of the Company or sale or transfer of all or substantially all of its assets, or any transaction which results in the stockholders of the Company owning less than 50 % of the equity or voting power of the surviving entity (excluding the issuance of Common Stock in any financing transaction unless more than 50 % of the Company’s shares are issued to one stockholder or a number of stockholders who act as a one group) shall be deemed a Liquidation (a “Deemed Liquidation”) with respect to the shares of Series A Preferred Stock of any holder who opts to have such occurrence treated as a Deemed Liquidation; provided that if the liquidation preference payable on a Deemed Liquidation is less than 110 % of the stated value of the Series A Preferred Stock, the dividend rate on any accrued and unpaid dividends payable with respect to such Deemed Liquidation will increase to 10 %. All liquidation preferences payable in respect of a Deemed Liquidation will be payable in shares of Common Stock based on the closing price of the Common Stock on the date of such Deemed Liquidation. Consent of the majority of the holders will be required to (i) amend the Certificate of Incorporation or Bylaws of the Company so as to adversely alter the rights, preferences, privileges of the Series A Preferred Stock, (ii) create any new class of shares pari passu or senior to the Series A Preferred Stock or increase or decrease the number of authorized shares of Common Stock or preferred stock, (iii) pay or declare any dividend on Common Stock or other junior securities, or incur indebtedness in any single transaction in excess of $ 1 million or (iv) redeem, purchase or otherwise acquire any share or shares of preferred stock or Common Stock (other than (a) the repurchase of shares of Common Stock pursuant to a written benefit plan or employment or consulting agreement, or (b) the repurchase of any equity securities in connection with the Company’s right of first offer with respect to those securities contained in any written agreement with the Company). 10 Series B Preferred Stock On September 5, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors, pursuant to which the Company agreed to sell, issue and deliver to the Investors, in a private placement offering, a total of 86,454 shares of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”) and warrants (the “Series B Warrants”) to purchase 16,214 shares of Common Stock at an exercise price equal to $ 4.2756 per share for net proceeds of $ 489,000 after deducting offering costs. The Series B Warrants are immediately exercisable and expire five years from the date of issuance. The Series B Preferred Stock is convertible, at any time, at the option of the holder into shares of Common Stock. Each share of Series B Preferred Stock shall be convertible, at any time after the date of issuance, at the option of the holder thereof (or, upon a Required Conversion (as defined below), at the option of the Corporation), into that number of shares of Common Stock determined by dividing the Stated Value (as defined below) for such share of Series B Preferred Stock by the Conversion Price (as defined below). “Stated Value” means for any share of Series B Preferred Stock, an amount equal to the product of (x) $6.3625 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the number of days that such share of Series B Preferred Stock has been issued divided by 365. “Conversion Price” means $5.09 per share, subject to adjustment as set forth herein. On any date that ten out the last 15 daily VWAPs of the Common Stock is 250% higher than the Conversion Price on such date, then the Company will have the right to require 50% of the Preferred Stock to be converted into shares of Common Stock. Additionally, on and after the time on which the Company has $2.25 million in revenues in any single financial quarter, the Company will have the right to require 50% of the Preferred Stock to be converted into shares of Common Stock (a “Required Conversion”). No dividends are payable on the Series B Preferred Stock. The Series B Preferred Stock will vote together with the Common Stock on all matters other than as required by law; provided however that any additional shares underlying the Series B Preferred Stock as a result of the anti-dilution provision described below shall not vote on an “as converted” basis and shall only vote when issued upon conversion. Notwithstanding the foregoing, the vote of an individual holder of Series B Preferred Stock (and underlying Common Stock) shall be capped at 9.99% (or 4.99% if selected by the holder). The Conversion Price is subject to anti-dilution adjustment as the result of any subdivision, combination of shares or recapitalization, stock dividends, stock splits and similar transactions affecting the Common Stock. In addition, the Series B Preferred Stock will have weighted average anti-dilution protection providing for adjustment of the Conversion Price in the event of issuance of, or commitments to issue, Common Stock for less than the Conversion Price then in effect immediately prior to such issue or sale (a “Dilutive Issuance”), subject to customary exceptions; provided however the anti-dilution for Dilutive Issuances shall not be operative until the stockholders of the Company have approved the terms of the Series B Preferred Stock. Upon any liquidation or winding up of the Company (a “Liquidation”), the holders of Series B Preferred Stock will be entitled to receive in preference to any other class or series of the Company’s equity securities the greater of (i) the Stated Value plus accrued and unpaid dividends and (ii) what would be paid if the Series B Preferred Stock plus accrued and unpaid dividends had been converted into Common Stock. A consolidation or merger of the Company or sale or transfer of all or substantially all of its assets, or any transaction which results in the stockholders of the Company owning less than 50 % of the equity or voting power of the surviving entity (excluding the issuance of Common Stock in any financing transaction unless more than 50 % of the Company’s shares are issued to one stockholder or a number of stockholders who act as a one group) shall be deemed a Liquidation (a “Deemed Liquidation”) with respect to the shares of Series B Preferred Stock of any holder who opts to have such occurrence treated as a Deemed Liquidation; provided that if the liquidation preference payable on a Deemed Liquidation is less than 110 % of the stated value of the Series B Preferred Stock, the dividend rate on any accrued and unpaid dividends payable with respect to such Deemed Liquidation will increase to 10 %. All liquidation preferences payable in respect of a Deemed Liquidation will be payable in shares of Common Stock based on the closing price of the Common Stock on the date of such Deemed Liquidation. Consent of the majority of the holders will be required to (i) amend the Certificate of Incorporation or Bylaws of the Company so as to adversely alter the rights, preferences, privileges of the Series B Preferred Stock, (ii) create any new class of shares pari passu or senior to the Series B Preferred Stock or increase or decrease the number of authorized shares of Common Stock or preferred stock, (iii) pay or declare any dividend on Common Stock or other junior securities, or incur indebtedness in any single transaction in excess of $ 1 million or (iv) redeem, purchase or otherwise acquire any share or shares of preferred stock or Common Stock (other than (a) the repurchase of shares of Common Stock pursuant to a written benefit plan or employment or consulting agreement, or (b) the repurchase of any equity securities in connection with the Company’s right of first offer with respect to those securities contained in any written agreement with the Company) 11 Voting rights The holders of vested shares of common stock are entitled to vote on any matter submitted to a vote of the stockholders and each such holder is entitled to one vote per share of common stock held. The holders of Series A and Series B Preferred Stock are entitled to vote together with the common stock as a single class on any matter submitted to a vote of the stockholders. Holders of Series A and Series B Preferred Stock are entitled to the number of votes equal to the number of common stock issuable upon conversion of their respective Series A and Series B Preferred Stock at the time such shares are voted. The holders of a majority of the preferred stock had additional voting rights as specified in the Company’s Amended and Restated Certificate of Incorporation, as amended. Equity Awards In 2012, the Board of Directors of the Company (the “Board”) approved the Tenon Medical, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the issuance of common stock options, appreciation rights, and other awards to employees, directors, and consultants. Options issued under the 2012 Plan generally vest over a period of two to four years and have a 10-year expiration date. In April 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 662,516 . In July 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 737,516 . In August 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan from 737,516 shares to 799,266 shares and approved the form of a 2022 Equity Incentive Plan. On January 10, 2022 and February 2, 2022, the Board and stockholders, respectively, of the Company approved the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which was effective on April 25, 2022. The number of shares of common stock that may be subject to awards and sold under the 2022 Plan is equal to 1,600,000 . Automatic annual increases in number of shares available for issuance under the 2022 Plan is equal to the least of (a) 1,100,000 shares, (b) 4 % of the total number of shares of all classes of common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such number determined by the 2022 Plan administrator no later than the last day of the immediately preceding fiscal year. Annual increases will continue until the tenth anniversary of the earlier of the Board or stockholder approval of the 2022 Plan, which is January 10, 2032. Upon the effective date of the 2022 Plan, the Board terminated the 2012 Plan such that no new equity awards will be issued by the 2012 Plan. A summary of the Company’s stock option and restricted stock unit activity under its plans is as follows: Number of Shares Subject to Outstanding Stock Options Weighted Average Exercise Price per Share Number of Outstanding Restricted Stock Units Weighted Average Grant Date Fair Value per Unit Outstanding at December 31, 2024 11,322 $ 20.79 20,224 $ 99.58 Granted — — 77,150 $ 1.85 Released — — ( 461 ) $ 202.88 Forfeited ( 625 ) $ 11.35 — — Outstanding at March 31, 2025 10,697 $ 21.34 96,913 $ 19.27 12 The following table sets forth stock-based compensation expense recognized for the three months ended March 31, 2024 and 2023: Three months ended March 31, 2025 2024 Research and development $ 349 $ 367 Sales and marketing 37 43 General, and administrative 486 608 Total stock-based compensation expense $ 872 $ 1,018 At March 31, 2025, there were 73,196 shares available for issuance under the 2022 Plan. Warrants IPO Warrants In April 2022, in association with the Company’s initial public offering, the Company granted to The Benchmark Company, LLC and Valuable Capital Limited warrants to purchase a total of 1,200 shares of Common Stock (the “IPO Warrants”). The warrants were immediately exercisable at an exercise price of $ 400.00 per share and expire on the fifth anniversary of the commencement of sales under the IPO. The fair value of the warrants on the grant date was $ 220.00 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 62.55 %, dividend yield of 0 %, and risk-free interest rate of 2.92 %. The Company recorded the fair value of these warrants of $ 264 as an issuance cost to additional paid-in capital in 2022. All of the IPO Warrants remain outstanding as of March 31, 2025. 2023 Registered Offering Warrants In June 2023, in connection with a registered offering of stock, the Company issued warrants to purchase a total of 250,000 shares of Common Stock (the “2023 Offering Warrants”). The 2023 Offering Warrants were exercisable upon issuance and will expire five years from the date of issuance. Per the terms of the 2023 Offering Warrants, the exercise price of the 2023 Offering Warrants reset on July 16, 2023, to $ 25.168 per share. The fair value of the 2023 Offering Warrants on the grant date of $ 3,164 , or $ 12.64 per warrant, was calculated using a Monte-Carlo simulation to estimate the final exercise price, which is considered a Level 3 fair value measurement, using as inputs; the starting value of $ 24.00 per share, the Company’s VWAP on June 16; an assumed daily distribution of returns; a mean daily return of 5.18 %; a short-term annual volatility of 100 % and a standard deviation of 6.3 %. The model used Black-Scholes to then calculate the estimated fair value of the 2023 Offering Warrants, using an estimated time to maturity of 4.9 years, a risk-free interest rate of 3.99 % and a long-term volatility of 60 %. As of March 31, 2025, 2023 Offering Warrants to purchase 207,484 shares of the Company’s common stock remained outstanding. Convertible Note Warrants In November 2023, in connection with the issuance of the Convertible Notes, the Company issued warrants to purchase a total of 5,625 shares of Common Stock at an exercise price equal to $ 15.52 per share (the “Convertible Note Warrants”). The Convertible Note Warrants expire five years from the issuance date. The fair value of the Convertible Note Warrants on the grant date was $ 10.32 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.89 %, dividend yield of 0 %, and risk-free interest rate of 4.41 %. The Company recorded the fair value of these warrants of approximately $ 58 as an issuance cost to additional paid-in capital in 2023. All of the Convertible Note Warrants remain outstanding as of March 31, 2025. 13 Series A Preferred Stock Warrants On February 20, 2024, in connection with the issuance of Series A Preferred Stock, the Company issued warrants to purchase a total of 51,937 shares of Common Stock at an exercise price equal to $ 4.28 per share (the “Series A Preferred Warrants”). The Series A Preferred Warrants were exercisable upon issuance and expire five years from the date of issuance. The fair value of the Series A Preferred Warrants on the grant date was $ 4.88 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.24 %, dividend yield of 0 %, and risk-free interest rate of 4.3 %. The Company recorded the fair value of these warrants of $ 254 to additional paid-in capital in 2024. All of the Series A Preferred Warrants remain outstanding as of March 31, 2025. Series B Preferred Stock Warrants On September 5, 2024, in connection with the issuance of Series B Preferred Stock, the Company issued warrants to purchase a total of 16,214 shares of Common Stock at an exercise price equal to $ 4.28 per share (the “Series B Preferred Warrants”). The Series B Preferred Warrants were exercisable upon issuance and expire five years from the date of issuance. The fair value of the Series B Preferred Warrants on the grant date was $ 2.25 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 3.5 %. The Company recorded the fair value of these warrants of $ 37 to additional paid-in capital in 2024. All of the Series B Preferred Warrants remain outstanding as of March 31, 2025. Series A New Warrants and Series B New Warrants On September 16, 2024, in connection with a warrant inducement agreement, the Company issued warrants to purchase a total of 1,222,850 shares of Common Stock at an exercise price of $ 4.28 per share (the “Series A New Warrants”), which are exercisable for five years after issuance and warrants to purchase a total of 1,222,850 shares of Common Stock at an exercise price of $ 4.28 per share (the “Series B New Warrants”), which are exercisable for three years after issuance. The fair value of the Series A New Warrants on the grant date was $ 5.49 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 3.4 %.The fair value of the Series B New Warrants on the grant date was $ 4.87 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 3.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 3.4 %. The Company recorded the fair value of these warrants to additional paid-in capital in 2024. The Series A New Warrants and the Series B New Warrants were exercised during the first three months of 2025 as a part of the 2025 Warrant Inducement. Series C Warrants On March 11, 2025, in connection with 2025 Warrant Inducement, the Company issued new unregistered five-year warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 2,445,700 shares of common stock at an exercise price of $ 1.25 per share and new unregistered three-year warrants (the “Series C-2 Warrants,” and together with the Series C-1 Warrants, the “Series C Warrants”) to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $ 1.25 per share. The Series C Warrants are not exercisable without approval by the Company’s stockholders (“Stockholder Approval”), which the Company is required to obtain at a meeting of stockholders no later than 165 days after the consummation of the Inducement Transaction. The Series C-1 Warrants will be exercisable five years from the date on which Stockholder Approval is obtained, and the Series C-2 Warrants will be exercisable three years from the date on which Stockholder Approval is obtained. Pursuant to the Inducement Transaction, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $ 2,735 . The fair value of the Series C-1 Warrants on the grant date was $ 0.97 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 4.0 %. The fair value of the Series C-2 Warrants on the grant date was $ 0.80 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 3.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 4.0 %. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. The Company recorded the excess of the incremental value of the modified Series A New Warrants and Series B New Warrants and the fair value of the Series C Warrants over the cash proceeds from the exercise of the modified Series A New Warrants and Series B New Warrants as equity offering costs. All of the Series C Warrants remain outstanding as of March 31, 2025. 14 Series D Warrants On March 25, 2025, in connection with a securities purchase agreement, the Company issued warrants to purchase up to 733,500 shares of its common stock at an exercise price of $ 2.00 per share (the “Series D Warrants”), which were exercisable upon issuance, and will expire five years following the date of issuance. The fair value of the Series D Warrants on the grant date was $ 2.72 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 4.1 %. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. All of the Series D Warrants remain outstanding as of March 31, 2025. Series E Warrants Also on March 25, 2025, in connection with a securities purchase agreement, the Company issued warrants to purchase up to 1,271,500 shares of its common stock at an exercise price of $ 2.00 per share (the “Series E Warrants”), which were exercisable upon issuance, and will expire five years following the date of issuance. The fair value of the Series E Warrants on the grant date was $ 2.72 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 4.1 %. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. All of the Series E Warrants remain outstanding as of March 31, 2025. 7. Commitments and Contingencies Sales Representative Agreement In April 2020, the Company entered into an Exclusive Sales Representative Agreement, under which the counterparty to the agreement (the “Representative”) received exclusive rights to market, promote, and distribute The Catamaran System in the United States and Puerto Rico. The agreement is for an initial period of five years , and automatically renews for an additional five years unless written notice is given by either party prior to April 27, 2023. The agreement provides for a bonus to be paid to the Representative upon an acquisition or IPO. In May 2021, the Company entered into an Amended and Restated Exclusive Sales Representative Agreement (the “Restated Sales Agreement”). In connection with the amended agreement, the Company paid $ 500 cash and issued 53,757 shares of common stock to the Representative, for which the Company recorded a combined total of approximately $ 880 as sales and marketing expense. In addition, the Representative received anti-dilution protections to maintain ownership of 3.0 % of the fully diluted equity of the Company through the date of an initial public offering. In October 2021, the Company issued 4,445 shares of common stock with a fair value of approximately $ 333 to the Representative in accordance with the anti-dilution provision. In April 2022, the Company issued 31,235 shares of common stock to the Representative in accordance with the anti-dilution provision, fully satisfying the Company’s obligations. The Restated Sales Agreement restructured the calculation of the bonus paid to the Representative upon an acquisition, removed the bonus payable upon an IPO, and allows the Company to terminate the Restated Sales Agreement as long as the bonus paid to the Representative is at least $ 6,000 . 15 On October 6, 2022, the Company entered into the Terminating Amended and Restated Exclusive Sales Representative Agreement (the “Termination Agreement”) with the Representative, which terminated the Restated Sales Agreement. In accordance with the Termination Agreement, (i) the Company paid the Representative $1,000 in cash; and (ii) the Company agreed to pay the Representative (a) $85 per month during the six months after the date of the Termination Agreement in return for efforts by the Representative to transition operations to the Company, (b) 20% of net sales of the product sold in the United States and Puerto Rico until December 31, 2023 and (c) after December 31, 2023, 10% of net sales until such time as the aggregate amount paid to the Representative under this clause (c) and clause (b) above equal $3,600. In the event of an acquisition of the Company, the Company will pay the Representative $3,600 less previous amounts paid pursuant to clause (b) and clause (c) above. The Company recorded a charge of $1,000 for the payment to the Representative in the fourth quarter of 2022 and expensed the $85 per month charges as incurred over the six-month period. For payments under clause (b) and clause (c) above, the Company originally estimated the fair value of the liability using level 3 hierarchy inputs based on a Monte Carlo simulation of future revenues with a 25% quarterly estimated standard deviation of growth rates and a 10% probability of dissolution, discounted at an estimated discount rate of 15.4%. Based on the Company’s fair value analysis, a total of $2,611 was charged to sales and marketing expense in the statements of operations and comprehensive loss and recorded as accrued commissions in the balance sheets. For subsequent periods, the Company has used a discounted cash flow model with an estimated discount rate of 15.4% to adjust the liability for actual payments made and updated projections of the timing of future payments. A reconciliation of the liability under clause (b) and clause (c) for the three months ended March 31, 2025 is as follows: Balance at January 1, 2025 $ 2,101 Amounts paid during 2025 ( 79 ) Accretion 40 Balance at March 31, 2025 $ 2,062 Per the terms of the Termination Agreement, the Company ultimately expects to expense $ 3,600 under clause (b) and clause (c). Credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances at financial institutions located in California. Accounts at the U.S. financial institutions are secured by the Federal Deposit Insurance Corporation. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. The Company grants unsecured credit to its customers based on an evaluation of the customer’s financial condition and a cash deposit is generally not required. Management believes its credit policies do not result in significant adverse risk and historically has not experienced significant credit-related losses. 16 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the other information set forth in our Annual Report of Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 26, 2025. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. You should not place undue reliance on these forward-looking statements, which involve risks and uncertainties. As a result of many factors, including but not limited to those set forth under “Risk Factors” in our Annual Report of Form 10-K filed with the Securities and Exchange Commission on March 26, 2025, our actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.” Overview Tenon Medical, Inc., a medical device company formed in 2012, has developed a proprietary, U.S. Food and Drug Administration (“FDA”) approved surgical implant-system, which we call The Catamaran™ SI Joint Fusion System (“The Catamaran System”). The Catamaran System offers a novel, less invasive inferior-posterior approach to the sacroiliac joint (“SI Joint”) using a single, robust titanium implant to treat SI Joint dysfunction that often causes severe lower back pain. The system features the Catamaran™ Fixation Device which passes through both the axial and sagittal planes of the ilium and sacrum, transfixing the SI Joint along its longitudinal axis. Published clinical studies have shown that 15% to 30% of all chronic lower back pain is associated with the SI Joint. With an entry similar to the SI Joint injection, the surgical approach is direct to the joint. The angle and trajectory of the inferior-posterior approach is designed to point away from critical neural and vascular structures and into the strongest cortical bone. Joined by a patented osteotome bridge, the implant design consists of two hollow fenestrated pontoons with an open framework to facilitate bony in-growth through the SI Joint. One pontoon fixates into the ilium and the other into the sacrum. The osteotome is designed to disrupt the articular portion of the joint to help facilitate a fusion response. Our initial clinical results indicate that the Catamaran System implant is promoting fusion across the joint as evidenced by computerized tomography (CT) scans which is the gold standard widely accepted by the clinical community. We had our national launch of The Catamaran System in October 2022 and are building a sales and marketing infrastructure to market our product and address the greatly underserved market opportunity that exists. We believe that the implant design and procedure we have developed, along with the 2D and 3D protocols for proper implantation will be received well by the clinician community who have been looking for a next generation device. We have incurred net losses since our inception in 2012. As of March 31, 2025, we had an accumulated deficit of approximately $72.4 million. To date, we have financed our operations primarily through public equity offerings, private placements of equity securities, certain debt-related financing arrangements, and sales of our product. We have devoted substantially all of our resources to research and development, regulatory matters and sales and marketing of our product. Reverse Stock Split On September 6, 2024, we effected a 1-for-8 reverse stock split (the “2024 Reverse Stock Split”) by filing an amendment to our Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2024 Reverse Stock Split combined every eight shares of our common stock issued and outstanding immediately prior to effecting the 2024 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2024 Reverse Stock Split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2024 Reverse Stock Split. The authorized number of shares and the par value per share of our common stock were not affected by the 2024 Reverse Stock Split. 17 Components of Results of Operations Revenue We derive substantially all our revenue from sales of The Catamaran System to a limited number of clinicians. Revenue from sales of The Catamaran System fluctuates based on volume of cases (procedures performed), discounts, rebates, and the number of implants used for a particular patient. Similar to other orthopedic companies, our revenue can also fluctuate from quarter to quarter due to a variety of factors, including reimbursement, changes in independent sales representatives and physician activities. Cost of Goods Sold, Gross Profit, and Gross Margin We utilize contract manufacturers for production of The Catamaran System implants and Catamaran Tray Sets. Cost of goods sold consists primarily of costs of the components of The Catamaran System implants and instruments, overhead related to operation personnel and facility costs, quality inspection, packaging, scrap and inventory obsolescence, as well as distribution-related expenses such as logistics and shipping costs. We anticipate that certain of our cost of goods sold will increase in absolute dollars as case levels increase. Our gross margins have been and will continue to be affected by a variety of factors, including the cost to have our product manufactured for us, pricing pressure from increasing competition, decisions with regard to the level of overhead we choose to maintain, and the factors described above impacting our revenue. Operating Expenses Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel costs are the most significant component of operating expenses and consist of consulting expenses, salaries, sales commissions and other cash and stock-based compensation related expenses. We expect operating expenses to increase in absolute dollars as we continue to invest and grow our business. Sales and Marketing Expenses Sales and marketing expenses primarily consist of salaries, commissions, stock-based compensation expense and travel and entertainment expenses of our sales and market personnel along with commissions paid to our independent distributors. We expect our sales and marketing expenses to increase in absolute dollars with the increased sales of The Catamaran System resulting in higher commissions and salaries, increased clinician and sales representative training, and the cost to complete our clinical study to gain wider clinician adoption of The Catamaran System. Our sales and marketing expenses may fluctuate from period to period due to the timing of sales and marketing activities related to the commercial activity of our product. Research and Development Expenses Our research and development expenses primarily consist of engineering, product development, regulatory expenses, and consulting services, outside prototyping services, outside research activities, materials, and other costs associated with the development and refinement of our product. Research and development expenses also include related personnel and consultants’ compensation and stock-based compensation expense. We expense research and development costs as they are incurred. We expect research and development expense to increase in absolute dollars as we improve The Catamaran System, develop new products, add research and development personnel, and undergo clinical activities that may be required for regulatory clearances of future products. General and Administrative Expenses General and administrative expenses primarily consist of salaries, consultants’ compensation, stock-based compensation expense, and other costs for finance, accounting, legal, compliance, and administrative matters. We expect our general and administrative expenses to increase in absolute dollars as we add personnel and information technology infrastructure to support the growth of our business. We also expect to incur additional general and administrative expenses as a result of operating as a public company, including but not limited to: expenses related to compliance with the rules and regulations of the SEC and those of The Nasdaq Stock Market LLC on which our securities are traded; additional insurance expenses; investor relations activities; and other administrative and professional services. While we expect the general and administrative expenses to increase in absolute dollars, we anticipate that it will decrease as a percentage of revenue over time. 18 Gain on Investments, Interest Expense and Other Income (Expense), Net Gain on investments consists of interest income and realized gains and losses from the sale of our investments in money market and corporate debt securities. Interest expense is related to borrowings, when applicable. Other income and expenses have not been significant to date. Results of Operations The following table sets forth our results of operations for the periods presented (in thousands): Three Months Ended March 31, Statements of Operations Data: 2025 2024 Revenue $ 726 $ 719 Cost of goods sold 403 249 Gross profit 323 470 Operating expenses: Research and development 691 669 Sales and marketing 1,647 1,381 General and administrative 1,662 1,926 Total operating expenses 4,000 3,976 Loss from operations (3,677 ) (3,506 ) Interest and other income (expense), net: Gain on investments 61 27 Interest expense — (34 ) Other expense — (63 ) Net loss $ (3,616 ) $ (3,576 ) The following table sets forth our results of operations as a percentage of revenue: Three Months Ended March 31, Statements of Operations Data: 2025 2024 Revenue 100 % 100 % Cost of goods sold 56 35 Gross profit 44 65 Operating expenses: Research and development 95 93 Sales and marketing 227 192 General and administrative 229 268 Total operating expenses 551 553 Loss from operations (506 ) (488 ) Interest and other income (expense), net: Gain on investments 8 4 Interest expense — (5 ) Other expense — (9 ) Net loss (498 )% (497 )% 19 Comparison of the Three Months Ended March 31, 2025 and 2024 (in thousands, except percentages) Revenue, Cost of Goods Sold, Gross Profit, and Gross Margin Three Months Ended March 31, 2025 2024 $ Change % Change Revenue $ 726 $ 719 $ 7 1 % Cost of goods sold 403 249 154 62 % Gross profit $ 323 $ 470 $ (147 ) (31 )% Gross profit percentage 44 % 65 % Revenue. The increase in revenue for the three months ended March 31, 2025 as compared to 2024 was primarily due to an increase in revenue per surgical procedure on a consistent number of surgical procedures in which The Catamaran System was used. Cost of Goods Sold, Gross Profit, and Gross Margin. The change in cost of goods sold for the three months ended March 31, 2025 as compared to 2024 was due to the absorption of production overhead costs into our standard cost in 2024 and operating leverage created due to lower relative fixed costs. Operating Expenses Three Months Ended March 31, 2024 2023 $ Change % Change Research and development $ 691 $ 669 $ 22 3 % Sales and marketing 1,647 1,381 266 19 % General and administrative 1,662 1,926 (264 ) (14 )% Total operating expenses $ 4,000 $ 3,976 $ 24 1 % Research and Development Expenses . Research and development expenses for the three months ended March 31, 2025 increased as compared to 2024 primarily due to increased payroll and employee expenses ($87), partially offset by decreased professional fees ($55) and stock-based compensation ($18). Sales and Marketing Expenses. Sales and marketing expenses for the three months ended March 31, 2025 increased as compared to the same period in 2024 primarily due to increased commission expenses ($104), payroll and employee expenses ($116) and consulting and professional fees ($32), partially offset by decreases in stock-based compensation ($6). General and Administrative Expenses . General and administrative expenses for the three months ended March 31, 2025 decreased as compared to the same period in 2024 primarily due to decreased insurance costs ($199), stock-based compensation ($122), partially offset by increases in professional service fees ($25) and payroll and employee expenses ($59). Gain on Investments, Interest Expense and Other Income (Expense), Net Gain on investments for the three months ended March 31, 2025 increased as compared to 2024 due to interest on our increased cash and cash equivalent balances. Interest expense for the three months ended March 31, 2024 related to our convertible debt. Other expense, net in 2024 was related to foreign exchange losses on the liquidation of our Swiss subsidiary. Liquidity and Capital Resources As of March 31, 2025, we had cash and cash equivalents of $10.3 million. Since inception, we have financed our operations through private placements of preferred stock, debt financing arrangements, our initial public offering, additional stock offerings and the sale of our products. As of March 31, 2025, we had no outstanding debt. As of March 31, 2025, we had an accumulated deficit of $72.4 million and we expect to incur additional losses in the future. We have not achieved positive cash flow from operations to date. Based upon our current operating plan, our existing cash and cash equivalents will not be sufficient to fund our operating expenses and working capital requirements through at least the next 12 months from the date these financial statements were available to be released. We plan to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations. We continue to face challenges and uncertainties and, as a result, our available capital resources may be consumed more rapidly than currently expected due to (a) the uncertainty of future revenues from The Catamaran System; (b) changes we may make to the business that affect ongoing operating expenses; (c) changes we may make in our business strategy; (d) regulatory developments affecting our existing products; (e) changes we may make in our research and development spending plans; and (f) other items affecting our forecasted level of expenditures and use of cash resources. 20 As we attempt to raise additional capital to fund our operations, funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our sales and marketing efforts, research and development activities, or other operations. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, and collaborations. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we are unable to raise capital, we will need to delay, reduce, or terminate planned activities to reduce costs. Doing so will likely harm our ability to execute our business plans. Due to the uncertainty in our ability to raise capital, management believes that there is substantial doubt in our ability to continue as a going concern for the next twelve months from the issuance of these condensed financial statements. Cash Flows (in thousands, except percentages) The following table sets forth the primary sources and uses of cash for each of the periods presented below: Three Months Ended March 31, 2025 2024 $ Change % Change Net cash (used in) provided by: Operating activities $ (2,483 ) $ (2,338 ) $ (145 ) (6 )% Investing activities — (119 ) 119 100 % Financing activities 6,259 4,371 1,888 43 % Effect of foreign currency translation on cash flow — 46 (46 ) (100 )% Net increase in cash and cash equivalents $ 3,776 $ 1,960 $ 1,816 93 % The decrease in net cash used in operating activities for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was primarily attributable to our increased net loss ($40), adjusted for decreases in non-cash stock-based compensation expenses ($146), in addition to increased accounts payable ($294), partially offset by decreases in accrued expenses ($303). Cash used in investing activities for the three months ended March 31, 2024 consisted of purchases of property and equipment ($119). Cash provided by financing activities for the three months ended March 31, 2025 consisted primarily of proceeds from the issuance of common stock from our securities purchase agreements ($4,010) and proceeds from the exercise of warrants under the inducement agreement ($3,057), partially offset by offering costs ($808). Cash provided by financing activities for the three months ended March 31, 2024 consisted primarily of proceeds from the issuance of Series A Convertible Preferred Stock ($2,437) and from the issuance of common stock ($1,934). Critical Accounting Policies, Significant Judgments, and Use of Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported results of operations during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from three other sources. Actual results could differ from these estimates under different assumptions or conditions. For the three months ended March 31, 2025, there were no significant changes to our existing critical accounting policies from those disclosed in our Annual Report on Form 10-K. Off-Balance Sheet Arrangements As of March 31, 2025, and December 31, 2024, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. 21 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk Not required under Regulation S-K for “smaller reporting companies.” ITEM 4. Controls and Procedures. Disclosure Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit 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 rules and forms promulgated by the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved. As of March 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and President and Chief Financial Officer concluded that our disclosure controls and procedures are not effective at the reasonable assurance level. 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 control over our Exchange Act reporting disclosures. Changes in Internal Control over Financial Reporting There have been no changes in our internal control procedures over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 22 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEDINGS None. ITEM 1A. RISK FACTORS As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item. In any event, there have been no material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K filed with the U.S. Securities and Securities Exchange Commission (“SEC”) on March 26, 2025. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (A) Unregistered Sales of Equity Securities None. (B) Use of Proceeds Not applicable. (C) Issuer Purchases of Equity Securities None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ITEM 5. OTHER INFORMATION None . 23 ITEM 6. EXHIBITS EXHIBIT INDEX Exhibit Number Description 3.1 Second 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) 3.2 Bylaws of the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-260931, filed on April 20, 2022) 3.3 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) 3.4 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) 3.5 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) 4.1 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) 4.2 Form 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) 4.3 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) 4.4 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) 4.5 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) 4.6 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) 4.7 Description of Securities of the Registrant (incorporated by reference to the Registrant’s 8-A12B Registration Statement, filed on April 26, 2022) 4.8 Form of Series C-1 Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025) 4.9 Form of Series C-2 Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025) 10.1## Employment Agreement dated June 1, 2021 between Steven M. Foster and the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-260931, filed on April 20, 2022) 10.2## 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) 10.3## 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) 10.4 Tennon Medical 2022 Equity Incentive Plan (incorporated by reference to the Registrant’s Registration Statement No. 333-271648, filed on May 4, 2023) 10.5 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) 10.6 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) 24 Exhibit Number Description 10.7 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) 10.8 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) 10.9 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) 19.1 Insider Trading Policy (incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 29, 2024) 21.1 List of Subsidiaries of the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-281531, filed on September 9, 2024) 31.1* Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer and President of Tenon Medical, Inc. 31.2* Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Tenon Medical, Inc. 32.1** Section 1350 Certification of the President and Chief Executive Officer of Tenon Medical, Inc. 32.2** Section 1350 Certification of the Chief Financial Officer of Tenon Medical, Inc. 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 (embedded within the Inline XBRL document) ## Denotes management compensation plan, agreement or arrangement. * Filed herewith ** 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. 25 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TENON MEDICAL, INC. Dated: May 13, 2025 /s/ Steven M. Foster Steven M. Foster Chief Executive Officer and President, Director (Principal Executive Officer) Dated: May 13, 2025 /s/ Kevin Williamson Steven Van Dick Chief Financial Officer (Principal Financial and Accounting Officer) 26