Tenon Medical, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol “TNON.” Holders As of March 27, 2026, we have issued and outstanding 11,296,378 shares of common stock issued and outstanding held by 142 stockholders of record. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number is not representative of the total number of beneficial owners of our stock. We also have outstanding as of March 27, 2026: ● 1,200 shares of our common stock issuable upon the exercise of warrants issued to the underwriters in our initial public offering that closed on April 29, 2022 at $400.00 per share; ● 207,484 shares of our common stock issuable upon the exercise of warrants issued to investors in our June 2023 public offering at $25.168 per share; ● 5,625 shares of our common stock issuable upon the exercise of warrants issued to investors in our November 2023 private placement at $15.52 per share; ● 51,937 shares of our common stock issuable upon the exercise of warrants issued to investors of our Series A Preferred Stock at $4.28 per share; ● 16,214 shares of our common stock issuable upon the exercise of warrants issued to investors of our Series B Preferred Stock at $4.28 per share; ● 2,445,700 shares of our common stock issuable pursuant to the exercise of our Series C-1 Warrants at $1.25 per share; ● 1,222,850 shares of our common stock issuable pursuant to the exercise of our Series C-2 Warrants at $1.25 per share; ● 733,500 shares of our common stock issuable pursuant to the exercise of our Series D Warrants at $2.00 per share; ● 1,271,500 shares of our common stock issuable pursuant to the exercise of our Series E Warrants at $2.00 per share; ● 2,217,904 shares of our common stock issuable pursuant to the exercise of warrants issued to investors in our November 2025 private placement at $1.16 per share; ● 1,553,456 shares of our common stock issuable pursuant to conversion of our Series A Preferred Stock; ● 268,624 shares of our common stock issuable pursuant to conversion of our Series B Preferred Stock; and ● 935,119 shares of our common stock issuable pursuant to options and restricted stock units granted pursuant to our equity incentive plan. Dividends We have never declared or paid any cash dividend on our common stock. We intend to retain any future earnings to be used to provide working capital, to support our operations, and to finance the growth and development of our business, including potentially the acquisition of, or investment in, businesses, technologies or products that complement our existing business. We do not expect to pay cash dividends in the foreseeable future. Recent Sales of Unregistered Securities Other than the issuances of unregistered securities described in our Current Reports on Form 8-K and in our Quarterly Reports on Form 10-Q filed with the SEC, there have been no unregistered equity securities issued and sold by us during our fiscal year ended December 31, 2025, which were not registered under the Securities Act of 1933. 48 Securities Authorized for Issuance under Equity Compensation Plans In January and February 2022, our Board and our shareholders approved our 2022 Equity Incentive Plan (the “2022 Plan,” together with the 2012 Plan, the “Plans”). The 2022 Plan governs equity awards to our employees, directors, officers, consultants and other eligible participants. Initially, the maximum number of shares of our common stock that may be subject to awards under the 2022 Plan is equal to (i) 20,000 plus (ii) the lesser of (a) 75,000 shares of our common stock and (b) the number of shares of our common stock subject to awards granted under the 2012 Plan that after the 2012 Plan is terminated are canceled, expired or otherwise terminated without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest. The maximum number of shares that are subject to awards under the 2022 Plan is subject to an annual increase equal to the lesser of (i) 13,750 shares of our common stock, (ii) a number of shares of our common stock equal to 4% of the prior year’s maximum number and (iii) such number of shares of our common stock as determined by the 2022 Plan administrator. On July 23, 2024, at our annual meeting, our stockholders voted to amend the 2022 Plan to increase the number of shares reserved for issuance under the 2022 Plan by 137,500 shares. On September 18, 2025, at our annual meeting, our stockholders approved an amendment to 2022 Plan to (i) increase the number of shares of our common stock reserved for issuance under the 2022 Plan from 189,870 shares to 1,328,365 shares, and (ii) amend the 2022 Plan’s evergreen provision to increase the annual automatic increase in the number of shares of common stock reserved under the 2022 Plan, beginning with the fiscal year ending December 31, 2026, to equal, at the discretion of the 2022 Plan administrator, either (x) the greater of (A) 4% of the total number of shares of common stock outstanding on the last day of the prior fiscal year or (B) the number of shares that, when added to the number of shares reserved under the 2022 Plan on the last day of the prior fiscal year, will cause the number of shares reserved to equal 15% of the total shares of common stock outstanding on the last day of the prior fiscal year, or (y) a lesser number as determined by the 2022 Plan administrator. Such amendment became effective as of September 18, 2025. The types of awards permitted under the Plans include nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards. Each option shall be exercisable at such times and subject to such terms and conditions as the Board may specify. The Board has the power to amend, suspend or terminate the Plans without stockholder approval or ratification at any time or from time to time. No change may be made that increases the total number of shares of our common stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year. Equity Compensation Plan Information The table below sets forth information as of December 31, 2025. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 935,119 $ 13.12 348,115 Equity compensation plans not approved by security holders — $ — — Total 935,119 $ 13.12 348,115 Use of Proceeds from our Initial Public Offering of Common Stock Not applicable. Transfer Agent The transfer agent for the common stock is Vstock Transfer LLC, 18 Lafayette Place, Woodmere, New York, telephone (212) 828-8436. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved] 49