What changed in this filing

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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-26 · 865 added, 722 removed, 123 unchanged (93% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are the controls

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

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

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

Disclosure controls and procedures include,

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

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

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

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

the desired control objectives.

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

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

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

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

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

effective at the reasonable assurance level.

A material weakness is a deficiency, or combination

of deficiencies, in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement

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

Our size has prevented us from being able to employ

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

Therefore, it is difficult to effectively

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

This lack of segregation of duties leads management

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

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

when required.

To the extent reasonably possible given our limited

resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of

our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we

have adequate controls over our Exchange Act reporting disclosures.

Management’s Report on Internal Controls

over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management utilized the criteria established

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

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

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

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

the reasonable assurance level.

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

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

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

Our size has prevented us from being able to employ

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

Therefore, it is difficult to effectively

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

To the extent reasonably possible given our limited

resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of

our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we

have adequate controls over our Exchange Act reporting disclosures.

As an emerging growth company, management’s

assessment of internal control over financial reporting was not subject to attestation by our independent registered public accounting

Changes in Internal Controls over Financial

There were no changes in our internal control

over financial reporting during the three months ended December 31, 2024 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

of Disclosure Controls and Procedures

controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required

to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported

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

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits

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

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

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

control objectives.

have carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,

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

of the Exchange Act as of December 31, 2025.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have

identified a material weakness in our disclosure controls and procedures due to lack of segregation of duties and have therefore concluded

that our disclosure controls and procedures are not effective at the reasonable assurance level.

material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.

size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation

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.

During the year ended December 31, 2025, we improved our compensating

controls around this material weakness by adding additional approvals for journal entries and account reconciliations.

the extent reasonably possible given our limited resources, we intend to continue to take measures to cure the aforementioned weaknesses,

including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures

are consistent across the organization and that we have adequate controls over our Exchange Act reporting disclosures.

Annual Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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

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

December 31, 2025.

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

due to lack of segregation of duties and have therefore concluded that our internal control over financial reporting is not effective

at the reasonable assurance level.

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

financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements would not be

prevented or detected on a timely basis.

size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation

Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls.

During the year ended December 31, 2025, we improved our compensating controls around this material weakness by adding additional approvals

for journal entries and account reconciliations.

To the extent reasonably possible given our limited resources, we intend to take measures

to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to

ensure that accounting policies and procedures are consistent across the organization and that we have adequate controls over our Exchange

Act reporting disclosures.

an emerging growth company, management’s assessment of internal control over financial reporting was not subject to attestation

by our independent registered public accounting firm.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the three months ended December 31, 2025 that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The following are our executive officers and directors and their respective

ages and positions as of March 26, 2025.

Chief Executive Officer and President, Director

Chief Technology Officer and Director

The following

are our executive officers and directors and their respective ages and positions as of March 27, 2026.

Chief Executive Officer and President,

Chief Technology Officer, Chief Operations Officer and Director

Kevin Williamson

Chief Financial Officer

Chief Financial Officer, Secretary

Chief Innovation Officer

Nathaniel Grawey

Chief Commercial Officer

Richard Ferrari

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Hochschuler, M.D.

Foster is our Chief Executive

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

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

management experience.

Foster is our Chief Executive Officer, President, and a director of the Company since June 2021.

Foster has over 30 years

of marketing, sales, operations and general management experience.

From 2015 to present, Mr.

Foster has been a principal with CTB Advisors, LLC in Brentwood, Tennessee.

was founded as a single member limited liability company for the purpose of providing medical device organizations and physicians with

consultative assistance on commercialization focused projects.

Foster has been a principal with CTB Advisors,

LLC in Brentwood, Tennessee.

CTB Advisors was founded as a single member limited liability company for the purpose of providing medical

device organizations and physicians with consultative assistance on commercialization focused projects.

Projects included:

CRM based clinician engagement program design, training

and implementation for NuVasive (NUVA).

Valuation assessment / business plan development of early-stage spine technology including IP

assessment and regulatory pathway definition.

M&A (SafeOp Surgical) integration project, Alphatec Spine (ATEC).

clinician engagement program design, training and implementation for NuVasive (NUVA).

Valuation assessment / business plan development

of early-stage spine technology including IP assessment and regulatory pathway definition.

M&A (SafeOp Surgical) integration project,

Alphatec Spine (ATEC).

Current Status:

Exclusive to ATEC.

From March 2022 to present, Mr.

Foster has also been serving as a director

and a member of a compensation committee of Happe Spine.

From 2012 to 2014 Mr.

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

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

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

and management.

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

Foster was Global Commercialization President of Safe

Orthopedics SAS, Paris, FR (based in Michigan):

Foster worked on early-stage commercialization of a novel single-use / sterile

/ traceable surgical kit for lumbar spine fusion.

His focus included pre-clinical design, clinician advisor team development, early marketing,

web design, convention presence and P&L preparation and management.

Technology reached 200 global surgeries in first 12 months of

commercialization.

From 1992 to 2012 Mr.

Foster was part

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

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

Foster received a Bachelor

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

Richard Ginn is a founder, the Chief Technology

Officer and a director of the Company.

Ginn’s focus is primarily on intellectual property and product development, he has travelled

throughout the world to train physicians and participated in multiple FIH trials and is a named inventor on more than 300 patents for

medical devices.

Over the course of his career, he has helped raise more than $100 million in venture capital and has provided an average

10x return to his investors.

Ginn is the founder of TransAortic Medical, an embolic protection device company, and is its President,

CEO and a director from 2013 to present.

Foster was part of the Danek Group Inc., Sofamor Danek, Medtronic Spine organization where he

held a variety of marketing, sales administration and general management roles, including as VP / GM of Medtronic Spine’s Western

Europe operations from 2007-2010.

Foster received a Bachelor of Science, Business Administration with a concentration in Marketing

and Management from Central Michigan University in 1990.

Ginn is a founder, the Chief Technology Officer, Chief Operations Officer and a director of the Company.

Ginn’s focus is primarily on intellectual

property and product development, he has travelled throughout the world to train physicians and participated in multiple FIH trials and

is a named inventor on more than 300 patents for medical devices.

Over the course of his career, he has helped raise more than $100 million

in venture capital and has provided an average 10x return to his investors.

Ginn is the founder of TransAortic Medical, an embolic

protection device company, and is its President, CEO and a director from 2013 to present.

At TransAortic, Mr.

Ginn Managed all corporate operations, raised capital to support company

Ginn Managed all corporate

operations, raised capital to support company needs;

managed acquisition of technology by strategic partner;

managed all Intellectual Property;

and set up European distribution for

CE Marked device.

Ginn is the founder of Promed, a large hole femoral closure device company and was the CEO, President and a director

from 2012 to 2019.

managed all Intellectual

and set up European distribution for CE Marked device.

Ginn is the founder of Promed, a large hole femoral closure device

company and was the CEO, President and a director from 2012 to 2019.

At Promed he managed all corporate operations;

raised capital to support company needs;

and managed all intellectual

Kevin Williamson is our Chief Financial

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

Kevin Williamson most recently served as the Chief

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

In this role,

from 2020 to 2024, Mr.

raised capital to

support company needs;

and managed all intellectual property.

Williamson is our Chief Financial Officer.

Williamson has been the Chief Financial

Officer since September 3, 2024.

Before joining the Company, Kevin Williamson served as the Chief Financial Officer at Accelus Inc., a

Florida-based medical device company focused on expandable spinal implant technology.

In this role, from April 2020 to June 2024, Mr.

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

Prior to this role, Mr.

Prior to this role,

Williamson served as the Director of Finance at Accelus Inc.

from 2019 to 2020, where he was responsible for Financial

from February 2019 to April 2020, where he was responsible for Financial

Planning and Analysis.

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from the University of San Diego - Knauss School of

Richard Ferrari is a founder, a director

and Executive Chairman of the Company.

Since 2000, Mr.

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

venture firm specializing in Medical Devices and Biotechnology.

Geist is our Chief Innovation Officer, where he has served since August of 2025.

Currently Mr.

Geist also serves as Chairman for GeoToll Inc.

(since April 2012), an e-business that uses enhanced GPS to make tolling

possible via smartphones, and Partner at Mergeit.AI (since August 2025).

From February 2023 to July 2025 Mr.

Geist served as Chief Executive

Officer and sole board member for SiVantage, Inc., a medical device company focused on sacroiliac joint fusion technologies whose assets

were acquired by the Company in August 2025.

Geist served as Chief Technology Officer and board member for Accelus, Inc., a medical

device company focused on expandable spinal implant technology, from April 2016 to December 2022.

Geist holds a B.S.

in Microbiology

from Auburn University.

Grawey is our Chief Commercial Officer, where he has served since August of 2025.

Grawey most recently served from July 2023 to April 2025 as the Co-Founder and President of SiVantage, Inc., a medical device company

focused on sacroiliac joint fusion technologies whose assets were acquired by the Company in August 2025.

From 2022 to 2023, Mr.

served as Director of Business Development at Accelus Inc., a medical device company focused on expandable spinal implant technology where

he was responsible for commercialization strategy and market development initiatives.

Grawey served as a Senior Field Sales Representative

at Medtronic plc, a medical technology company, from March 2011 to July 2022 where he managed spine product portfolios and supported the

adoption of surgical technologies.

Grawey holds a B.S.

in Aeronautical Science from Embry-Riddle Aeronautical University and an M.B.A.

from Louisiana State University Shreveport.

Ferrari is a founder, a director and Executive Chairman of the Company.

Ferrari has been and currently is a co-founder and Board Member of Denovo Ventures, a $650 million venture firm specializing

in Medical Devices and Biotechnology.

From January 2019 until April 2021 Mr.

Ferrari was employed as CEO and

Chairman of the Board of Directors of PQ Bypass which culminated is a successful acquisition by Endologix.

During the last five years

Ferrari has been and currently is a board member (Executive Chairman) of Medlumics, S.L., a medical device company founded in 2011;

a board member (Vice Chairman) of ABS Interventional;

Ferrari was employed as Chief Executive Officer and Chairman

of the Board of Directors of PQ Bypass which culminated is a successful acquisition by Endologix.

Ferrari has been a board member

(Vice Chairman) of ABS Interventional from 2020 to the present;

a board member (Executive Chairman) of Heart Beam Inc.

a board member of Biomodex

a board member of Retriever Medical Inc.;

a board member of RMx Medical;

a board member of Hawthorne Effect, Inc.;

member and co-founder of TransAortic acquired by Medtronic;

Executive Chairman of Sentreheart acquired by Atricure, a board member of

Spinal Modualtion sold to St Jude and a board member of Hands of Hope.

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

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

Ferrari continues

to mentor and advise a number of CEO’s and start-up companies on strategy and building organizations dedicated to delivering excellence.

Ferrari is the creator of Excellence by Choice a series of lectures and presentations to help early-stage companies perform at the

highest level of execution.

Ferrari received a Bachelor’s Degree in Education from Ashland University and a MBA from University

of South Florida.

Ivan Howard is a director of the Company.

from 2020 to the

and a board member (Chairman of Compensation Committee) of Pulmonx from 2015 to the present.

Ferrari has raised over $1 billion

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

Ferrari continues to mentor and advise a number of CEO’s and start-up companies on strategy and building organizations dedicated

to delivering excellence.

Ferrari is the creator of Excellence by Choice a series of lectures and presentations to help early-stage

companies perform at the highest level of execution.

Ferrari received a Bachelor’s Degree in Education from Ashland University

and an MBA from University of South Florida.

Howard is a director of the Company.

Howard has been since 2019 and currently is a Vice President and Sr.

Specialist in Alternative Investment Fiduciary Risk for Banco

Santander, a multinational financial services company.

From 2020, Mr.

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

Farm Bureau board of directors.

From 2016, Mr.

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

From 2020, Mr.

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

Department of Agriculture Advisory Committee on Minority Farmers.

From 2018 Mr.

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

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

We believe that Mr.

Howard is well qualified to

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

Jacques was appointed as a

director of the Company on March 25, 2024.

From 2017 until 2023, Ms.

Jacques was Vice President and General Manager, Interventional Pain

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

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

non-surgical treatment for chronic low back pain.

Specialist in Alternative

Investment Fiduciary Risk for Banco Santander, a multinational financial services company.

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

Engineering from the University of Florida.

believe that Mr.

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

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

2023 to present Ms.

Jacques has been serving as a General Manager of Kj-VB MedTech Consulting, LLC, a consulting services company.

November 2019 until January 2023, Ms.

Jacques was Vice President and General Manager, Interventional Pain Therapies at Vivex Biologics,

Inc., a medical device company where she implemented a comprehensive strategic plan of a disruptive technology in the interventional spine

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

low back pain.

From 2007 to 2017, Ms.

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

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

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

and unmet needs of surgeons and their patients.

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

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

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

and their patients.

From 1995 until 2007, Ms.

Jacques served in various management positions at General Electric

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

are publicly traded.

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

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

We believe that Ms.

Jacques is well qualified

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

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

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

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

Jacques received

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

believe that Ms.

Jacques is well qualified to serve as a Director on our Board with her experience as a senior executive in the spine

and medical device industries.

Weigle is a director of the Company.

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

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

diagnostics company utilizing Genomics.

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

Weigle was CEO and a director of Benvenue

Medical from May 2009 until August 2020.

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

Weigle was CEO and a director of Benvenue Medical from May 2009 until August 2020.

Benvenue was a Silicon Valley based medical device

company, which raised over $200 million in funding.

At Benvenue Mr.

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

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

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

Weigle oversaw all early aspects of corporate

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

and represented Benvenue to the

investment community.

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

Pathways, Baxter Healthcare and Cardima Corporation.

Weigle also has relevant experience at Johnson & Johnson.

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

We believe that Mr.

Weigle is well qualified to

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

the board of directors.

Weigle led growth from pre-clinical to successful clinical trials

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

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

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

business model;

and represented Benvenue to the investment community.

Weigle was also a senior executive at numerous healthcare/medical

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

Weigle also has relevant experience

at Johnson & Johnson.

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

believe that Mr.

Weigle is well qualified to serve as a Director on our Board with his experience in leading medical device companies

both as a senior executive and as a member of the board of directors.

Hochschuler, M.D.

is a director

of the Company.

is a director of the Company.

Hochschuler is a world-renowned orthopedic spine surgeon.

Hochschuler is the co-founder of the Texas Back Institute

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

Hochschuler has severed on numerous boards

of directors and advisory boards for medical and scientific institutions.

Hochschuler is a member of numerous national and international

professional organizations including the American Academy of Orthopedic Surgeons;

is the co-founder of the Texas Back Institute and founder of Back Systems, Inc., and founding Chairman of Innovative Spinal Technologies,

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

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

the American Pain Society;

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

Internationally, he is a member of the International Intradiscal

Therapy Society;

the International Society for Minimal Intervention in Spinal Surgery;

the International Society for the Study of the

Lumbar Spine;

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

He has also been a founding board member of The American

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

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

numerous presentations worldwide.

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

We believe that Dr.

Hochschuler is well qualified

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

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

Board Composition

Our business and affairs are managed under the

direction of our Board.

Our Board currently consists of seven members, four of whom qualify as “independent” under the listing

standards of Nasdaq.

Directors serve until the next annual meeting

and until their successors are elected and qualified.

Officers are appointed to serve for one year until the meeting of the Board following

the annual meeting of shareholders and until their successors have been elected and qualified.

Director Independence

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

the International Society for Minimal Intervention

in Spinal Surgery;

the International Society for the Study of the Lumbar Spine;

and is a founding board member of the Spinal Arthroplasty

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

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

Hochschuler holds a BA

from Columbia College and his medical degree from Harvard Medical School.

believe that Dr.

Hochschuler is well qualified to serve as a Director on our Board with his experience as an orthopedic spine surgeon

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

business and affairs are managed under the direction of our Board.

Our Board currently consists of seven members, four of whom qualify

as “independent” under the listing standards of Nasdaq.

serve until the next annual meeting and until their successors are elected and qualified.

Officers are appointed to serve for one year

until the meeting of the Board following the annual meeting of shareholders and until their successors have been elected and qualified.

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

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

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

years was, an employee of the company;

the director or a family

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

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

for board or board committee service);

the director or a family

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

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

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

the director or a family

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

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

the director or a family

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

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

Under such definitions, our Board has undertaken

a review of the independence of each director.

Based on the information provided by each director concerning his or her background, employment,

and affiliations, our Board has determined that Ivan Howard, Kristine M.

Jacques, Robert K.

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

director or a family member of the director accepted any compensation from the company in

excess of $120,000 during any period of 12 consecutive months within the 3 years preceding

the independence determination (subject to certain exemptions, including, among other things,

compensation for board or board committee service);

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

or an executive officer of an entity to which the company made, or from which the company

received, payments in the current or any of the past three fiscal years that exceed 5% of

the recipient’s gross revenue for that year or $200,000, whichever is greater (subject

to certain exemptions);

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

where, at any time during the past three years, any of the executive officers of the company

served on the compensation committee of such other entity;

director or a family member of the director is a current partner of the Company’s outside

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

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

such definitions, our Board has undertaken a review of the independence of each director.

Based on the information provided by each director

concerning his or her background, employment, and affiliations, our Board has determined that Ivan Howard, Kristine M.

Jacques, Robert

Weigle and Stephen H.

Hochschuler, M.D.

independent directors of the Company.

Board Committees

The Board has established three standing committees:

are independent directors of the Company.

Board has established three standing committees:

(i) Audit Committee;

(ii) Compensation Committee;

and (iii) Nominating and Corporate Governance Committee.

Each of the committees operates

pursuant to its charter.

The committee charters will be reviewed annually by the Nominating and Corporate Governance Committee.

If appropriate,

and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose revisions to

the charters.

The responsibilities of each committee are described in more detail below.

Audit Committee .

The Audit Committee

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

and includes an audit committee financial expert, Mr.

Howard, within the meaning of Item 407(d) of Regulation S-K under the Securities

Act of 1933, as amended, or the Securities Act.

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

reviewing and discussing

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

financial statements should be included in our annual disclosure report;

discussing with management

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

discussing with management

major risk assessment and risk management policies;

monitoring the independence of the independent auditor;

verifying the rotation of the lead (or coordinating)

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

reviewing and approving all related-party transactions;

inquiring and discussing with management our compliance

with applicable laws and regulations;

pre-approving all audit

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

to be performed;

appointing or replacing the independent auditor;

determining the compensation

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

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

establishing procedures

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

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

approving reimbursement

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

and (iii) Nominating and Corporate

Governance Committee.

Each of the committees operates pursuant to its charter.

The committee charters will be reviewed annually by the

Nominating and Corporate Governance Committee.

If appropriate, and in consultation with the chairs of the other committees, the Nominating

and Corporate Governance Committee may propose revisions to the charters.

The responsibilities of each committee are described in more

detail below.

The Audit Committee consists of three directors, Ivan Howard, Kristine Jacques and Robert Weigle, all of which are

currently “independent” as defined by Nasdaq and includes an audit committee financial expert, Mr.

Howard, within the meaning

of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act.

The audit committee’s duties

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

and discussing with management and the independent auditor the annual audited financial statements,

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

in our annual disclosure report;

with management and the independent auditor significant financial reporting issues and judgments

made in connection with the preparation of our financial statements;

with management major risk assessment and risk management policies;

the independence of the independent auditor;

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

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

and approving all related-party transactions;

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

● pre-approving

all audit services and permitted non-audit services to be performed by our independent auditor,

including the fees and terms of the services to be performed;

or replacing the independent auditor;

● determining

the compensation and oversight of the work of the independent auditor (including resolution

of disagreements between management and the independent auditor regarding financial reporting)

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

● establishing

procedures for the receipt, retention and treatment of complaints received by us regarding

accounting, internal accounting controls or reports which raise material issues regarding

our financial statements or accounting policies;

reimbursement of expenses incurred by our management team in identifying potential target

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

5 unchanged sentences

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

reviews, approves and determines, or makes recommendations

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

administers our equity compensation plans;

reviews and approves, or

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

establishes and reviews general policies relating to

compensation and benefits of our employees.

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

of our executive officers;

● administers

our equity compensation plans;

and approves, or makes recommendations to our Board regarding incentive compensation and

equity compensation plans;

● establishes

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

and Corporate Governance Committee.

3 unchanged sentences

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

identifying, reviewing

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

evaluating director performance

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

evaluating nominations

by stockholders of candidates for election to our Board;

corporate gov ernance

Role of Board in Risk Oversight Process

Our Board has responsibility for the oversight

of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk

exposures, their potential impact on our business and the steps we take to manage them.

The risk oversight process includes receiving

regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk

management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory,

cybersecurity, strategic, and reputational risk.

Code of Ethics

Our Board adopted a written code of business conduct

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

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

Our website has a current copy

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

Clawback Policy

On November 28, 2023, our Board adopted an executive

compensation recoupment policy consistent with the requirements of the Exchange Act Rule 10D-1 and the Nasdaq listing standards thereunder,

to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance

against incentive targets.

Our policy addresses recoupment of amounts from performance-based awards paid to all corporate officers, including

awards under our equity incentive plans, in the event of a financial restatement to the extent that the payout for such awards would have

been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed to the need for a financial restatement.

Insider Trading Policy

On May 12, 2022, we adopted an insider trading

policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, to promote

compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to us.

Our insider trading policy

is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of

1934, as amended, requires our directors, executive officers and persons who own more than 10% of our outstanding shares of common stock

(“Ten Percent Holders”) to file with the SEC reports of their share ownership and changes in their share ownership of our

common stock.

Directors, executive officers and Ten Percent Holders are also required to furnish us with copies of all ownership reports

they file with the SEC.

To our knowledge, based solely on a review of the copies of such reports furnished to us, no directors, executive

officers or Ten Percent Holders did not comply with all Section 16(a) filing requirements as of March 26, 2025.

Policies and Practices for Granting Certain Equity Awards

Our policies and practices regarding the granting

of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive

compensation program.

The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible

The timing of equity award grants is determined

with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market

conditions and internal milestones.

The Company does not follow a predetermined schedule for the granting of equity awards;

instead, each

grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of

our compensation packages.

In determining the timing and terms of an equity

award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance

with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures to prevent the improper use of

material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate,

delaying the grant of equity awards until the public disclosure of such material nonpublic information.

The Company is committed to maintaining transparency

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

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

The Company regularly

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

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

● identifying,

reviewing and evaluating candidates to serve on our Board consistent with criteria approved

by our board of directors;

director performance on our board of directors and applicable committees of our Board and

determining whether continued service on our Board is appropriate

nominations by stockholders of candidates for election to our Board;

governance matters

of Nominees for The Board of Directors

Nominating and Corporate Governance Committee considers candidates for Board membership suggested by its members and other Board members,

as well as management and stockholders.

The Nominating and Corporate Governance Committee’s charter provides that it may retain

a third-party executive search firm to identify candidates from time to time.

Our Board seeks members from diverse professional backgrounds

who combine a broad spectrum of experience and expertise with a reputation for integrity.

Directors should have experience in positions

with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated and are selected based

upon contributions they can make to the Board and management.

The Nominating and Corporate Governance Committee’s assessment of

a proposed candidate may include a review of the person’s judgment, experience, independence, understanding of the Company’s

business or other related industries and such other factors as the Nominating and Corporate Governance Committee determines are relevant

in light of the needs of the Board.

The Nominating and Corporate Governance Committee believes that its nominees should reflect a diversity

of experience, gender, race, ethnicity and age.

The Board does not have a specific policy regarding director diversity.

The Nominating

and Corporate Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition

of the Board, the balance of management and independent directors, and the evaluations of other prospective nominees, if any.

connection with this evaluation, it is expected that each member of the Nominating and Corporate Governance Committee will interview

the prospective nominee before the prospective nominee is presented to the full Board for consideration.

After completing this evaluation

and interview process, the Nominating and Corporate Governance Committee will make a recommendation to the full Board as to the person(s)

who should be nominated by the Board, and the Board determines the nominee(s) after considering the recommendation and report of the

Nominating and Corporate Governance Committee.

We look for director candidates who have the skills and experience necessary to help us

achieve success within our industry.

believe that each of our directors has the necessary qualifications to be a value-added member of our Board.

As noted in the director

biographies, our directors have experience, qualifications and skills across a wide range of public and private companies, possessing

a broad spectrum of experience both individually and collectively.

are no arrangements or understanding between any of the directors or the director nominee or officers of our Company or any other person

pursuant to which any officer or director or director nominee was or is to be selected as an officer or director or director nominee.

the date of our most recent periodic report, there were no changes to the procedure by which our security holders may recommend nominees

to our Board.

of Board in Risk Oversight Process

Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly

discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them.

risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board

to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk,

including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.

Board adopted a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees,

including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing

similar functions.

Our website has a current copy of the Code and all disclosures that are required by law in regard to any amendments

to, or waivers from, any provision of the Code.

November 28, 2023, our Board adopted an executive compensation recoupment policy consistent with the requirements of the Exchange Act

Rule 10D-1 and the Nasdaq listing standards thereunder, to help ensure that incentive compensation is paid based on accurate financial

and operating data, and the correct calculation of performance against incentive targets.

Our policy addresses recoupment of amounts

from performance-based awards paid to all corporate officers, including awards under our equity incentive plans, in the event of a financial

restatement to the extent that the payout for such awards would have been less, or in the event of fraud, or intentional, willful or

gross misconduct that contributed to the need for a financial restatement.

Trading Policy

On May 12, 2022, we adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to us.

Our insider trading policy was revised on November 9, 2022.

Our insider trading policy, as revised, is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Section 16(a) Reports

16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10%

of our outstanding shares of common stock (“Ten Percent Holders”) to file with the SEC reports of their share ownership and

changes in their share ownership of our common stock.

Directors, executive officers and Ten Percent Holders are also required to furnish

us with copies of all ownership reports they file with the SEC.

To our knowledge, based solely on a review of the copies of such reports

furnished to us, the following directors, executive officers and Ten Percent Holders did not comply with all Section 16(a) filing requirements

in the fiscal year ended on December 31, 2025:

Grawey, our Chief Commercial Officer, following his appointment on August 1, 2025, filed

his Form 3 late on August 13, 2025;

Williamson, our Chief Financial Officer, filed his Form 4 regarding 2 transactions as of

November 5, 2024 and as of September 3, 2025, late in December 2025;

Howard, our director of the Board, filed his Form 4 regarding 2 transactions as of May 22,

2024 and as of May 22, 2025, late in December 2025;

Jacques, our director of the Board, filed her Form 4 regarding 1 transaction as of May 8,

2024 late in December 2025;

Weigle, our director of the Board, filed his Form 4 regarding 2 transactions

as of May 22, 2024 and as of May 22, 2025, late in December 2025;

Foster, our Chief Executive Officer, did not file his Form 4 or Form 5 regarding 3 transactions

in May 2024 and 1 transaction in May 2025.

Foster intends to file required forms promptly

after the filing of this Annual Report on Form 10-K by the Company;

Hochschuler, our director of the Board, did not file his Form 4 or Form 5 regarding 2 transactions

in May 2024 and 1 transaction in May 2025.

Hochschuler intends to file required forms

promptly after the filing of this Annual Report on Form 10-K by the Company;

Ferrari, our Executive Chairman, did not file his Form 4 or Form 5 regarding 1 transaction

in 2023, 5 transactions in 2024 and 1 transaction in 2025.

Ferrari intends to file required

forms promptly after the filing of this Annual Report on Form 10-K by the Company;

Ginn, our Chief Technology Officer and director of our Board, did not file his Form 4 or

Form 5 regarding 4 transaction transactions in 2024 and 1 transaction in 2025.

to file required forms promptly after the filing of this Annual Report on Form 10-K by the

and Practices for Granting Certain Equity Awards

policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities

laws and to maintain the integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and

terms of equity awards to executives and other eligible employees.

timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement

of pre-established performance targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule

for the granting of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic

objectives and to ensure the competitiveness of our compensation packages.

determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information

to ensure that such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s

procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight

by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that

is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards

of corporate governance and continue to serve the best interests of the Company and its shareholders.

Relationships

2 unchanged sentences

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

been convicted in a criminal

proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

had any bankruptcy petition

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

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

been subject to any order,

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

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

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

engaged in any such activity;

been found by a court of

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

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

been the subject of, or

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

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

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

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

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

fraud or fraud in connection with any business entity;

been the subject

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

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

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

persons associated with a member.

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding

traffic violations and other minor offenses);

any bankruptcy petition filed by or against the business or property of the person, or of

any partnership, corporation or business association of which he was a general partner or

executive officer, either at the time of the bankruptcy filing or within two years prior

to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction or federal or state authority, permanently or temporarily

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

securities, futures, commodities, investment, banking, savings and loan, or insurance activities,

or to be associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity

Futures Trading Commission to have violated a federal or state securities or commodities

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

the subject of, or a party to, any federal or state judicial or administrative order, judgment,

decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement

of a civil proceeding among private litigants), relating to an alleged violation of any federal

or state securities or commodities law or regulation, any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent

cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended

or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange

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

or any equivalent exchange, association, entity or organization that has disciplinary authority

over its members or persons associated with a member.

Executive Compensation

The following summary compensation table provides

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

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

We refer to these individuals as our

“named executive officers.”

Summary Compensation Table

Name and Principal Position

following summary compensation table provides information regarding the compensation paid during our fiscal years ended December 31,

2025 and 2024 to our Chief Executive Officer (principal executive officer), our current and former Chief Financial Officers and Chief

Technology Officer.

We refer to these individuals as our “named executive officers.”

Compensation Table

and Principal Position

Awards (1) ($)

Foster, Chief Executive Officer

Kevin Williamson, Chief Financial Officer (2)

Steven Van Dick, former Chief Financial Officer (3)

Richard Ginn, Chief Technology Officer

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

Units offered to all employees, Mr.

Williamson, Chief Financial Officer (2)

Ginn, Chief Technology Officer

Van Dick, Former Chief Financial Officer (3)

dollar amounts in this column reflect the aggregate grant date fair value of all options

and RSUs granted during the indicated fiscal year computed in accordance with accounting

In 2024, in accordance with the Offer to Exchange Certain Outstanding Stock Options

for Restricted Stock Units offered to all employees, Mr.

Van Dick and Mr.

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

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

Williamson was appointed Chief Financial Officer beginning

on September 3, 2024.

Van Dick retired and resigned from his position as Chief

Financial Officer effective July 31, 2024.

Employment Agreements

We have executed the following employment agreements

with our executive officers.

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

The summaries are not a complete description

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

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

Foster Employment Agreement.

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

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

The Foster Employment Agreement provides Mr.

Foster an annual base

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

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

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

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

Under the Foster Employment Agreement, in the

event that Mr.

Foster’s employment is terminated by us without cause (as described in the Foster Employment Agreement) or by Mr.

exchanged then existing out of the money stock options for restricted stock units.

Williamson was appointed Chief Financial Officer beginning on September 3, 2024.

Van Dick retired and resigned from his position as Chief Financial Officer effective July

Agreements with Named Executive Officers

executed the following employment agreements with our executive officers.

The material terms of each of those arrangements are summarized

The summaries are not complete descriptions of all provisions of the employment arrangements and are qualified in their entirety

by reference to the written employment arrangements, each filed as an exhibit to this annual report on form 10-K.

Employment Agreement.

Foster, our Chief Executive Officer and President and a member of our Board, and the Company

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

The Foster Employment

Agreement provides Mr.

Foster an annual base salary of $300,000, an annual bonus of up to $120,000 based upon achievement of mutually

agreed upon milestones, options to purchase shares of our common stock in an amount sufficient to maintain Mr.

Foster’s equity

ownership at 4%, which were granted at the closing of our initial public offering and employee benefits that are generally given to our

senior executives.

the Foster Employment Agreement, in the event that Mr.

Foster’s employment is terminated by us without cause (as described in the

Foster Employment Agreement) or by Mr.

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

Foster would be entitled to (1) severance equal to

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

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

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

Foster would be entitled to (1) vesting of his options granted prior to the date of the Foster Employment Agreement and (2) a lump

sum cash payment of one year of his base salary and bonus opportunity then in effect.

Foster is terminated for cause or because

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

Foster’s equity awards and payments of compensation

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

The Foster Employment Agreement contains restrictive

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

and assignment of inventions.

Ginn Employment Agreement .

Richard Ginn, our founder, Chief Technology Officer and a director of the Company, and the Company entered into an Employment Agreement

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

The Ginn Employment Agreement provides Mr.

Ginn an annual base

salary of $275,000, an annual bonus of up to 30% of base salary based upon achievement of mutually agreed upon milestones, a second bonus

of up to $200,000 based on certain milestones determined by our Board and employee benefits that are generally given to our senior executives.

Under the Ginn Employment Agreement, in the event

Ginn’s employment is terminated by us without cause (as described in the Ginn Employment Agreement) or by Mr.

good reason (as described in the Foster Employment Agreement), Mr.

Ginn would be entitled to (1) severance equal to his base salary

at termination, payable in instalments over the 12-month period following termination and (2) payments in respect of continuing

health care coverage for up to twelve months following termination.

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

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

one year of his base salary and bonus opportunity.

Ginn is terminated for cause or because

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

Ginn’s equity awards and payments of compensation

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

The Ginn Employment Agreement contains restrictive

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

and assignment of inventions.

Williamson Employment Agreement.

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

Foster would be

entitled to (1) severance equal to his base salary at termination, payable in instalments over the 12-month period following

termination and (2) payments in respect of continuing health care coverage for up to twelve months following termination.

upon a change in control of the Company, Mr.

Foster would be entitled to (1) vesting of his options granted prior to the date of the

Foster Employment Agreement and (2) a lump sum cash payment of one year of his base salary and bonus opportunity then in effect.

Foster is terminated for cause or because of death or disability or resigns without good reason, then all vesting of Mr.

equity awards and payments of compensation will immediately terminate and any severance benefits will be paid in accordance with established

policies, if any, then in effect.

Foster Employment Agreement contains restrictive covenants and other obligations relating to non-solicitation of our employees, non-disclosure of

our proprietary information and assignment of inventions.

Employment Agreement .

Richard Ginn, our founder, Chief Technology Officer and a director of the Company, and the Company

entered into an Employment Agreement dated as of June 1, 2021 (the “Ginn Employment Agreement”).

The Ginn Employment Agreement

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

upon milestones, a second bonus of up to $200,000 based on certain milestones determined by our Board and employee benefits that are

generally given to our senior executives.

the Ginn Employment Agreement, in the event that Mr.

Ginn’s employment is terminated by us without cause (as described in the Ginn

Employment Agreement) or by Mr.

Ginn for good reason (as described in the Foster Employment Agreement), Mr.

Ginn would be entitled to

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

and (2) payments in respect of continuing health care coverage for up to twelve months following termination.

In addition, upon

a change in control of the Company, Mr.

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

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

Ginn is terminated for cause or because of death or disability or resigns without good reason, then all vesting of Mr.

equity awards and payments of compensation will immediately terminate and any severance benefits will be paid in accordance with established

policies, if any, then in effect.

Ginn Employment Agreement contains restrictive covenants and other obligations relating to non-solicitation of our employees, non-disclosure of

our proprietary information and assignment of inventions.

Employment Agreement.

Kevin Williamson, our Chief Financial Officer, and the Company entered into an Employment Agreement dated

as of August 20, 2024 (the “Williamson Employment Agreement”).

The Williamson Employment Agreement provides Mr.

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

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

are generally given to our senior executives.

Under the Williamson Employment Agreement, in

the event that Mr.

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

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

The Williamson Employment Agreement contains restrictive

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

and assignment of inventions.

The above summary description of the named

executives’ employment agreement includes some of the general terms and provisions of those agreements.

For a more detailed description

of those employment agreements, you should refer to such agreements, which are included as exhibits to this Annual Report on Form 10-K.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of RSUs

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

Option Awards

Equity Awards (RSUs)

an annual base salary of $315,000, an annual bonus of up to 30% of his base salary based upon achievement of mutually agreed upon milestones,

50,000 RSUs and employee benefits that are generally given to our senior executives.

the Williamson Employment Agreement, in the event that Mr.

Williamson’s employment is terminated by us without cause (as described

in the Williamson Employment Agreement) the Company will provide severance pay equal to 100% of the Base Salary for a period of 12 months

from the date of termination.

Williamson Employment Agreement contains restrictive covenants and other obligations relating to non-solicitation of our employees, non-disclosure

of our proprietary information and assignment of inventions.

above summary descriptions of the named executives’ employment agreements include some of the general terms and provisions of those

For a more detailed description of those employment agreements, you should refer to such agreements, which are included as

exhibits to this Annual Report on Form 10-K.

Equity Awards at Fiscal Year-End

following table summarizes the number of RSUs and shares of common stock underlying outstanding equity incentive plan awards for each

named executive officer as of December 31, 2025.

Awards (RSUs)

Unexercisable

Option Exercise

Option Expiration

Number of RSUs

that have not Vested

Market Value of

have not Vested

Kevin Williamson (2)

Steven Van Dick

The RSUs for Mr.

Richard Ginn (1)

Foster and Mr.

Ginn were granted

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

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

six months over the following two years.

The RSUs for Mr.

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

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

Board Compensation

The following summary board compensation table

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

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

Ginn were granted on October 13, 2025, 50% of which vested on

January 1, 2026 and the remaining 50% will vest on July 31, 2026.

Williamson consist of (i) RSUs that were granted on November 5, 2024 with the

following vesting schedule:

one-third vested on September 3, 2025 and the remaining two thirds

will vest equally every six months over the following two years and (ii) RSUs that were granted

on October 13, 2025, 50% of which vested on January 1, 2026 and the remaining 50% will vest

on July 31, 2026.

following summary board compensation table provides information regarding the board compensation paid during our fiscal year ended December

31, 2025 to our board members.

Only our independent directors received compensation for being directors during fiscal year 2025.

Compensation 1

2 unchanged sentences

Stephen Hochschuler

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

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

Kristine Jacques received $30,000 as

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

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

Howard received $40,000 as a board retainer, $20,000 for being Audit Committee Chairman and

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

Kristine Jacques received $30,000

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

a member of the Compensation Committee;

Robert Weigle received $40,000 as a board retainer,

$10,000 for being Nominating and Corporate Governance Committee Chairman, $15,000 for being

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

and Stephen Hochschuler received $40,000

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

2 No equity compensation was issued to board members in 2024

other than the initial RSU grant to Kristine Jacques.

3 Appointed as a director on March 25, 2024.

Executive Chairman

On May 7, 2021, the Company entered into a

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

Executive Chairman, pursuant to which Mr.

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

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

and Stephen Hochschuler received $40,000 as a board retainer and $5,000 for being a member

of the Nominating and Corporate Governance Committee.

(2) The dollar

amounts in this column reflect the aggregate grant date fair value of all options and RSUs granted

during the indicated fiscal year computed in accordance with accounting standards.

May 7, 2021, the Company entered into a Consulting Agreement (the “Ferrari Consulting Agreement”) with Richard Ferrari, a

founder of the Company and its Executive Chairman, pursuant to which Mr.

Ferrari was to assume the role of Executive Chairman of the

Company in exchange for compensation of $22,500 per month starting September 1, 2021.

Under this consulting agreement Mr.

Ferrari was paid a bonus of

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

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

In May of 2022, Mr.

Ferrari was granted RSUs which

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

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

Ferrari was granted

RSUs which had a grant date fair value of $2,427,020 and fully vested by May 2025.

The compensation paid to Mr.

Ferrari during the fiscal years

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

Policies and Practices for Granting Certain

Equity Awards

Our policies and practices regarding the granting

of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive

compensation program.

The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible

The timing of equity award grants is determined

with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market

conditions and internal milestones.

The Company does not follow a predetermined schedule for the granting of equity awards;

instead, each

grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of

our compensation packages.

In determining the timing and terms of an equity

award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance

with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures to prevent the improper use of

material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate,

delaying the grant of equity awards until the public disclosure of such material nonpublic information.

The Company is committed to maintaining transparency

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

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

The Company regularly reviews its

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

the best interests of the Company and its shareholders.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table sets forth certain information,

as of March 26, 2025, with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of a class of Company

voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a

Beneficial ownership of a class of voting stock

is determined in accordance with the rules of the SEC and includes any shares of such class of the Company’s voting stock over which

a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within

Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect

to all shares of voting stock held by them.

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

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

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

To the best of our knowledge, except as otherwise

indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock

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

To our knowledge, none of the shares listed

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

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

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

Number of Shares Beneficially Owned

Beneficial Ownership Percentages Prior to Offering

Ferrari during the fiscal

years ended December 31, 2025 and 2024, totaled $247,500 and $270,000, respectively.

Committee Interlocks and Insider Participation

of our executive officers serve as a member of the Compensation Committee of our Board of Directors (or other committee performing equivalent

functions) or any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

and Practices for Granting Certain Equity Awards

policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities

laws and to maintain the integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and

terms of equity awards to executives and other eligible employees.

timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement

of pre-established performance targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule

for the granting of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic

objectives and to ensure the competitiveness of our compensation packages.

determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information

to ensure that such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s

procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight

by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that

is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards

of corporate governance and continue to serve the best interests of the Company and its shareholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Ownership of Certain Beneficial Owners and Management

following table sets forth certain information, as of March 27, 2026, with respect to the holdings of (1) each person who is the beneficial

owner of more than 5% of a class of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current

directors and executive officers as a group.

ownership of a class of voting stock is determined in accordance with the rules of the SEC and includes any shares of such class of the

Company’s voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right

to acquire ownership at any time within 60 days.

Except as otherwise indicated, we believe that the persons named in this table have

sole voting and investment power with respect to all shares of voting stock held by them.

Applicable percentage ownership in the following

table is based on 10,851,273 shares of common stock, 204,159 shares of Series A Preferred Stock and 86,454 shares of Series B Preferred

Stock, in each case, issued and outstanding on March 27, 2026 plus, for each individual, any common stock that individual has the right

to acquire within 60 days of March 27, 2026.

the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power

with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be shared with

To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.

knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a

subsequent date result in a change in control of the Company.

Beneficially Owned

and Address of Beneficial Owner (1)

A Preferred Stock (2)

B Preferred Stock (2)

Percent of Common Stock

Percent of Series A Preferred Stock

Percent of Series B Preferred Stock

of Voting Stock (3)

Officers and Directors

and Directors

Foster, Chief Executive Officer and President

Kevin Williamson, Chief Financial Officer

Richard Ginn, Chief Technology Officer

Richard Ferrari, Chairman of the Board

Ivan Howard, Director

Williamson, Chief Financial Officer

Ginn, Chief Technology Officer

Geist, Chief Innovation Officer

Grawey, Chief Commercial Officer

Ferrari, Chairman of the Board

Howard, Director

Jacques, Director

1 unchanged sentence

Hochschuler, M.D., Director

Officers and Directors as a Group

5%+ Stockholders

The Beckham-Shufeldt Family Trust

Ascent Special Ventures LLC

and Directors as a Group (10 persons)

1,547,673 (14)

or greater Stockholders

Beckham-Shufeldt Family Trust

Special Ventures LLC

James Chappuis

Norton Capital LLC

MNAZ Investment Properties

Vantage FBO Jonathan Fitzhugh Beneficiary IRA

Vantage FBO Todd Douma IRA

The 2017 Theresa A Lungwitz Rev Trust

* Indicate less than 1% beneficial ownership.

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

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

Investment Properties

FBO Jonathan Fitzhugh Beneficiary IRA

FBO Todd Douma IRA

2017 Theresa A Lungwitz Rev Trust

less than 1% beneficial ownership.

principal address of the named officers, directors and 5% or greater stockholders of the

Company is c/o Tenon Medical, Inc., 104 Cooper Court, Los Gatos, CA 95032.

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

(3) Represents

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

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

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

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

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

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

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

Richard Ferrari has voting control.

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

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

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

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

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

total ownership percentage with respect to all shares of common stock, Series A Preferred

Stock and Series B Preferred Stock, as a single class.

140,936 shares of our common stock underlying restricted stock units that vest within 60

days of March 27, 2026 and 19,455 shares of our common stock underlying exercisable warrants.

63,154 shares of our common stock underlying restricted stock units that vest within 60 days

of March 27, 2026.

126,576 shares of our common stock underlying restricted stock units that vest within 60

days of March 27, 2026.

19,455 shares of our common stock underlying exercisable warrants, and 350,765 shares owned

by SiVantage, Inc., for which Wyatt Geist is the beneficial owner.

101,167 shares of our common stock underlying exercisable warrants, and 175,383 shares owned

by SiVantage, Inc., for which Nathaniel Geist is the beneficial owner.

1,153 shares held by the Ferrari Family Trust for which Richard Ferrari is trustee and 64,564

shares of our common stock underlying restricted stock units that vest within 60 days of

March 27, 2026 (includes 86 shares of our common stock underlying restricted stock units

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

common stock held by TCTIG, LLC and for which Richard Ferrari has voting control.

(10) Includes

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

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

11,875 shares of our common stock underlying restricted stock units that vest within 60 days

of March 27, 2026 (includes 86 shares of our common stock underlying restricted stock units

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

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

voting control.

(11) Includes

11,897 shares of our common stock underlying restricted stock units that vest within 60 days

of March 27, 2026.

(12) Includes

10,732 shares of our common stock underlying restricted stock units that vest within 60 days

of March 27, 2026.

(13) Includes

10,732 shares of our common stock underlying restricted stock units that vest within 60 days

of March 27, 2026 and 247 shares of our common that are held by SHKH, LLC, an entity for

which Stephen H.

Hochschuler has a controlling interest.

(14) Includes

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

Securities Authorized for Issuance under Equity

Compensation Plans

See Part II, Item 5 “ Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Securities Authorized for Issuance under Equity

Compensation Plans .”

Certain Relationships and Related

Party Transactions, and Director Independence

On May 7, 2021 the Company entered into the “Ferrari

Consulting Agreement with Richard Ferrari, a founder of the Company and its Executive Chairman.

See “ Executive Compensation—Board

Compensation ” for a summary description of the terms of the Ferrari Consulting Agreement.

439,408 shares of our common stock underlying restricted stock units that vest within 60

days of March 27, 2026 and 140,077 shares of our common stock underlying exercisable warrants.

Authorized for Issuance under Equity Compensation Plans

Part II, Item 5 “ Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Securities

Authorized for Issuance under Equity Compensation Plans ” and “Market for Registrant’s Common Equity, Related

Stockholder Matters and Issuer Purchases of Equity Securities—Equity Compensation Plan Information” of this Annual Report

on Form 10-K.

Certain Relationships and Related Party Transactions, and Director Independence

Party Transactions

forth below is a description of certain relationships and related person transactions since January 1, 2024, between us and our directors,

executive officers and holders of more than 5% of our voting securities that involve the lower of $120,000 or 1% of the average of total

assets in the last two fiscal years.

We believe that all of the following transactions were entered into with terms as favorable as could

have been obtained from unaffiliated third parties.

May 7, 2021, we entered into the Ferrari Consulting Agreement with Richard Ferrari, a founder of the Company and its Executive Chairman.

See “ Executive Compensation—Board Compensation ” for a summary description of the terms of the Ferrari Consulting

November 10, 2025, Nathaniel Grawey, our chief commercial officer, entered into a securities purchase agreement with us for an at-the-market

private investment in public equity transaction, in which he purchased 101,167 shares of our common stock and warrants to purchase up

to 101,167 shares of our common stock at $1.16 per share for a total of $130,000.

of the Board of Directors

Board of Directors has determined that a majority of the members of our Board of Directors, including Ivan Howard, Kristine M.

Robert Weigle, and Stephen Hochschuler are “independent” as that term is defined under applicable SEC rules and regulations.

addition, each of the members of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance

Committee is independent, as determined in accordance with the applicable independence requirements for each of such committee.

Principal Accountant Fees and Services

Audit and Non-Audit Fees

Armanino LLP (“Armanino”) served as

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

On September 7, 2023, Haskell

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

years ended December 31, 2024 and 2023.

The table below presents the aggregate fees for

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

Audit-related fees

All other fees

The table below presents the aggregate fees billed

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

and Non-Audit Fees

table below presents the aggregate fees for professional services rendered by Haskell & White LLP, our independent registered public

accounting firm, for the years ended December 31, 2025 and 2024:

Audit-related fees

All other fees

In the above tables, “audit fees”

are fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial

statements, and services normally provided by the independent accountant in connection with regulatory filings or engagements for those

fiscal periods.

“Audit-related fees” are fees not included in audit fees that are billed by the independent accountant for

assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

audit-related fees also consist of the review of our registration statements filed with the SEC and related services normally provided

in connection with regulatory filings or engagements.

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

and services not included in the foregoing categories.

the above tables, “audit fees” are fees billed for services provided related to the audit of our annual financial statements,

quarterly reviews of our interim financial statements, and services normally provided by the independent accountant in connection with

regulatory filings or engagements for those fiscal periods.

“Audit-related fees” are fees not included in audit fees that

are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit

or review of our financial statements.

These audit-related fees also consist of the review of our registration statements filed with

the SEC and related services normally provided in connection with regulatory filings or engagements.

“Tax fees” consist of

fees and expenses for professional services for tax compliance, tax advice and tax planning.

“All other fees” are fees billed

by the independent accountant for products and services not included in the foregoing categories.

Committee Pre-Approval Policies

charter of our Audit Committee provides that the duties and responsibilities of our Audit Committee include the pre-approval of all audit

and non-audit services permitted by law or applicable SEC regulations (including fee and terms of engagement) to be performed by our

external auditor.

of the services provided above under the caption “Audit-Related Fees” were approved by our Board of Directors or by our Audit

Committee pursuant to our Audit Committee’s pre-approval policies.

Exhibits, Financial Statement Schedules.

(a) The following documents are filed as

part of this Annual Report:

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

Annual Report under “Item 8.

Financial Statements and Supplementary Data.”

(2) The consolidated financial statement schedules are omitted because

they are either not applicable or the information required is presented in the consolidated financial statements and notes thereto under

The following documents are filed as part of this Annual Report:

financial statements are filed as part of this Annual Report under “Item 8.

Statements and Supplementary Data.”

financial statement schedules are omitted because they are either not applicable or the information

required is presented in the financial statements and notes thereto under “Item 8.

Financial Statements and Supplementary Data.”

(3) The exhibits listed in the following Exhibit Index are filed,

furnished or incorporated by reference as part of this Annual Report.

See the Exhibit Index immediately preceding the signature

page of this Annual Report.

EXHIBIT INDEX

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

Registration Statement No.

exhibits listed in the following Exhibit Index are filed, furnished or incorporated by reference

as part of this Annual Report.

the Exhibit Index immediately preceding the signature page of this Annual Report.

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to exhibit 3.1 to the Registrant’s

Registration Statement on Form S-3 No.

333-271648, filed on May 4, 2023)

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

of Correction to Second Amended and Restated Certificate of Incorporation of the Registrant, filed on October 25, 2023 (incorporated

by reference to exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 No.

333-290808, filed on October 10, 2025)

to Certificate of Incorporation - Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant,

filed on November 1, 2023 (incorporated by reference to exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on

November 7, 2023)

to Certificate of Incorporation - Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant,

filed on September 4, 2024 (incorporated by reference to exhibit 4.4 to the Registrant’s Registration Statement on Form S-8

333-290808, filed on October 10, 2025)

of Designations, Rights and Preferences for Series A Preferred Stock of the Registrant, filed on February 20, 2024 (incorporated

by reference to exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)

to Certificate of Designations, Rights and Preferences for Series A Preferred Stock, filed on September 5, 2024 (incorporated by

reference to exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 No.

333-290808, filed on October 10, 2025)

of Designations, Rights and Preferences for Series B Preferred Stock, filed on September 5, 2024 (incorporated by reference to exhibit

4.7 to the Registrant’s Registration Statement on Form S-8 No.

333-290808, filed on October 10, 2025)

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

333-260931, filed on April 20,

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

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

333-281531, filed on September 9, 2024)

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

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

Medical Inc., 2022 Equity Incentive Plan (incorporated by reference to exhibit 10.30 to the Registrant’s Registration Statement

333-260931, filed on April 20, 2022)

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

to Tenon Medical, Inc.

2022 Equity Incentive Plan, dated as of July 23, 2024 (incorporated by reference to exhibit 4.10 to the Registrant’s

Registration Statement on Form S-8 No.

333-293417, filed on February 12, 2026)

to Tenon Medical, Inc.

2022 Equity Incentive Plan, dated as of September 18, 2025 (incorporated by reference to exhibit 4.10 to the

Registrant’s Registration Statement on Form S-8 No.

333-290808, filed on October 10, 2025)

of Securities of the Registrant – Common Stock (incorporated by reference to the Registrant’s 8-A12B Registration Statement,

filed on April 26, 2022)

of Representative’s Warrant in connection with the Registrant’s Initial Public Offering (incorporated by reference to

exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A No.

333-260931, filed on April 15, 2022)

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

Statement No.

333-272488, filed on June 7, 2023)

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

of Warrant Agency Agreement between the Company and VStock Transfer, LLC (incorporated by reference to exhibit 4.3 to the Registrant’s

Registration Statement No.

333-272488, filed on June 7, 2023)

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

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

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

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

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

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

Employment Agreement dated June 1, 2021 between Steven M.

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

333-260931, filed on April 20, 2022)

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

333-260931, filed on April 20, 2022)

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

333-260931, filed on April 20, 2022)

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

333-271648, filed on May 4, 2023)

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

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

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

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

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

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

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

of Warrant issued to investors on November 21, 2023 (incorporated by reference to exhibit 10.3 to the Registrant’s Current

Report on Form 8-K, filed on November 28, 2023)

of Warrant issued to investors in the Series A Preferred Stock offering on February 20, 2024 (incorporated by reference to exhibit

10.3 to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)

of Warrant issued to the investors in the Series B Preferred Stock offering (incorporated by reference to exhibit 10.3 to the Registrant’s

Current Report on Form 8-K, filed on September 6, 2024)

of Series A Warrants issued in September 2024 (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report

on Form 8-K, filed on September 16, 2024)

of Series B Warrants issued in September 2024 (incorporated by reference to exhibit 4.2 to the Registrant’s Current Report

on Form 8-K, filed on September 16, 2024)

of Series C-1 Warrant (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on March

of Series C-2 Warrant (incorporated by reference to exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on March

of Common Warrants, issued on March 26, 2025 (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on

Form 8-K, filed on March 27, 2025)

of Pre-Funded Warrants issued on March 26, 2025 (incorporated by reference to exhibit 4.2 to the Registrant’s Current Report

on Form 8-K, filed on March 27, 2025)

of Common Warrants, issued on March 27, 2025 (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on

Form 8-K, filed on March 28, 2025)

of Pre-Funded Warrants issued on March 27, 2025 (incorporated by reference to exhibit 4.2 to the Registrant’s Current Report

on Form 8-K, filed on March 28, 2025)

of Common Stock Purchase Warrant, dated November 13, 2025 (incorporated by reference to exhibit 4.1 to the Registrant’s Current

Report on Form 8-K, filed on November 17, 2025)

of Senior Convertible Promissory Notes, dated March 11, 2026 (incorporated by reference to exhibit 4.1 to the Registrant’s

Current Report on Form 8-K, filed on March 17, 2026)

of Securities of the Registrant – Warrants (incorporated by reference to the Registrant’s 8-A12B Registration Statement,

filed on June 14, 2023)

Agreement dated June 1, 2021 between Steven M.

Foster and the Registrant (incorporated by reference to exhibit 10.15 the Registrant’s

Registration Statement on Form S-1 No.

333-260931, filed on November 10, 2021)

Agreement dated June 1, 2021 between Richard Ginn and the Registrant (incorporated by reference to exhibit 10.16 to the Registrant’s

Registration Statement on Form S-1 No.

333-260931, filed on November 10, 2021)

Agreement dated May 7, 2021 by and between Richard Ferrari and the Registrant (incorporated by reference to exhibit 10.17 to the

Registrant’s Registration Statement on Form S-1 No.

333-260931, filed on November 10, 2021)

Letter dated as of August 16, 2024, issued by the Company to Kevin Williamson (incorporated by reference to exhibit 10.1 to the Registrant’s

Current Report on Form 8-K, filed on August 27, 2024)

of Securities Purchase Agreement between the Registrant and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit

10.1 to the Registrant’s Current Report on Form 8-K, filed on July 28, 2023)

of Securities Purchase Agreement entered into between the Registrant and investors in the Series A Preferred Stock (incorporated

by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)

of Securities Purchase Agreement entered into between the Registrant and investors in the November 2023 Notes (incorporated by reference

to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 28, 2023)

of Securities Purchase Agreement entered into between the Registrant and investors in the Series B Preferred Stock financing (incorporated

by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on September 6, 2024)

of Inducement Letter, dated September 16, 2024 (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report

on Form 8-K, filed on September 16, 2024)

of Inducement Letter, dated March 11, 2025 (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on

Form 8-K, filed on March 12, 2025)

Agency Agreement, dated March 25, 2025, by and between Tenon Medical, Inc.

and A.G.P./Alliance Global Partners, LLC (incorporated

by reference to exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed on March 27, 2025)

of Securities Purchase Agreement, dated as of March 25, 2025, by and between the Company and the purchasers listed on the signature

pages thereto (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 27,

Agency Agreement, dated March 25, 2025, by and between Tenon Medical, Inc.

and A.G.P./Alliance Global Partners, LLC (incorporated

by reference to exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed on March 28, 2025)

of Securities Purchase Agreement, dated as of March 25, 2025, by and between the Company and the purchasers listed on the signature

pages thereto (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 28,

Purchase Agreement between Tenon Medical Inc.

and SiVantage Inc., dated August 1, 2025 (incorporated by reference to exhibit 2.1

to the Registrant’s Current Report on Form 8-K, filed on August 7, 2025)

Purchase Agreement between Tenon Medical Inc.

and SIMPL Medical, LLC, dated August 1, 2025 (incorporated by reference to exhibit

2.2 to the Registrant’s Current Report on Form 8-K, filed on August 7, 2025)

of Employment Agreement between Tenon Medical Inc.

and Wyatt Geist, dated August 1, 2025 (incorporated by reference to exhibit 10.1

to the Registrant’s Current Report on Form 8-K, filed on August 7, 2025)

of Employment Agreement between Tenon Medical Inc.

and Nate Grawey, dated August 1, 2025 (incorporated by reference to exhibit 10.2

to the Registrant’s Current Report on Form 8-K, filed on August 7, 2025)

of Securities Purchase Agreement, dated November 10, 2025, between Tenon Medical Inc.

and Purchasers (incorporated by reference to

exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 17, 2025)

of Securities Purchase Agreement, dated March 11, 2026, between Tenon Medical, Inc.

and Purchasers (incorporated by reference to

exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 17, 2026)

Trading Policy (incorporated by reference to exhibit 19.1 to the Registrant’s Annual Report on Form 10-K, filed on March 29,

of Subsidiaries of the Registrant (incorporated by reference to exhibit 21.1 to the Registrant’s Registration Statement No.

333-281531, filed on September 9, 2024)

Consent of Haskell & White LLP

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

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

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Certification

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

Certification

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

Certification

of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Certification

of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Tenon Medical, Inc.

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

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

Medical, Inc.

Clawback Policy (incorporated by reference to exhibit 97.1 to the Registrant’s Annual Report on Form 10-K, filed

on March 29, 2024)

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

contracts or compensatory plans, contracts or arrangements.

32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes

of Section 18 of the Exchange Act, or otherwise subject to the liability of that section,

nor shall such exhibits be deemed to be incorporated by reference in any registration statement

or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,

except as otherwise specifically stated in such filing.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Tenon Medical, Inc.

March 27, 2026

/s/ Steven M.

Chief Executive Officer and President

(Principal Executive Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated

on March 26, 2025.

Chief Executive Officer and President, Director

March 26, 2025

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities indicated on March 27, 2026.

Chief Executive Officer

and President, Director

(Principal Executive Officer)

Chief Technology Officer and Director

March 26, 2025

Chief Technology Officer

Chief Financial Officer

March 26, 2025

Kevin Williamson

(Principal Financial and Accounting Officer)

March 26, 2025

Richard Ferrari

1 unchanged sentence

March 27, 2026

March 26, 2025

Hochschuler, M.D

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures