Tenon Medical, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Tenon Medical, Inc. Financial Statements December 31, 2025 and 2024 Contents Report of Independent Registered Public Accounting Firm (PCAOB ID No. 200 ) F-2 Audited Financial Statements: Balance Sheets F-3 Statements of Operations and Comprehensive Loss F-4 Statements of Convertible Preferred Stock and Stockholders’ Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Tenon Medical, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Tenon Medical, Inc. (the “Company”) as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has experienced recurring losses, negative cash flows from operations, and has limited capital resources. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Haskell & White LLP We have served as the Company’s auditor since 2023. Irvine, California March 27, 2026 F- 2 Tenon Medical, Inc. Balance Sheets (In thousands, except share data) December 31, December31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 3,756 $ 6,535 Accounts receivable, net 1,698 863 Inventory 1,054 606 Prepaid expenses and other current assets 260 206 Total current assets 6,768 8,210 Property and equipment, net 918 752 Deposits 51 51 Operating lease right-of-use asset 131 399 Deferred offering costs — 431 Intangible assets, net (Notes 3 and 6) 485 — Goodwill (Note 3) 2,407 — TOTAL ASSETS $ 10,760 $ 9,843 Liabilities and Stockholders’ EQUITY Current liabilities: Accounts payable $ 845 $ 369 Accrued expenses 1,637 910 Current portion of accrued commissions 590 303 Current portion of operating lease liability 141 287 Total current liabilities 3,213 1,869 Accrued commissions, net of current portion 1,514 1,862 Operating lease liability, net of current portion — 141 Contingent consideration (Note 3) 993 — Total liabilities 5,720 3,872 Commitments and contingencies (Note 10) Stockholders’ equity: Series A convertible preferred stock, $ 0.001 par value; 4,500,000 shares authorized at December 31, 2025 and 2024; 204,159 and 256,968 shares issued and outstanding at December 31, 2025 and 2024, respectively 2,622 3,300 Series B convertible preferred stock, $ 0.001 par value; 491,222 shares authorized at December 31, 2025 and 2024; 86,454 shares issued and outstanding at December 31, 2025 and 2024 452 452 Common stock, $ 0.001 par value; 130,000,000 shares authorized at December 31, 2025 and 2024; 10,851,273 and 3,138,804 shares issued and outstanding at December 31, 2025 and 2024, respectively 11 3 Additional paid-in capital 83,257 70,962 Accumulated deficit ( 81,302 ) ( 68,746 ) Total stockholders’ equity 5,040 5,971 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 10,760 $ 9,843 The accompanying notes are an integral part of these financial statements. See Report of Independent Registered Public Accounting Firm. F- 3 Tenon Medical, Inc. Statements of Operations and Comprehensive Loss (In thousands, except per share data) Years Ended December 31, 2025 2024 Revenue $ 3,944 $ 3,277 Cost of sales 1,586 1,566 Gross Profit 2,358 1,711 Operating Expenses General and administrative 6,975 7,765 Sales and marketing 6,026 5,109 Research and development 2,149 2,603 Total Operating Expenses 15,150 15,477 Loss from Operations ( 12,792 ) ( 13,766 ) Other Income (Expense) Gain on investments 236 183 Interest expense — ( 34 ) Other expense, net — ( 56 ) Total Other Income, net 236 93 Net Loss $ ( 12,556 ) $ ( 13,673 ) Net Loss Per Share of Common Stock Basic and diluted $ ( 1.70 ) $ ( 11.26 ) Weighted-Average Shares of Common Stock Outstanding Basic and diluted 7,384 1,214 Statements of Comprehensive Loss: Net loss $ ( 12,556 ) $ ( 13,673 ) Foreign currency translation adjustment — 46 Total Comprehensive Loss $ ( 12,556 ) $ ( 13,627 ) The accompanying notes are an integral part of these financial statements. See Report of Independent Registered Public Accounting Firm. F- 4 Tenon Medical, Inc. Statements of Convertible Preferred Stock and Stockholders’ Equity (In thousands, except share data) Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Additional Paid-In Accumula- Accumula-ted Other Compre - Shares Amount Shares Amount Shares Amount Capital ted Deficit hensive Loss Total Balance at December 31, 2023 — $ — — $ — 325,039 $ — $ 55,897 $ ( 55,073 ) $ ( 46 ) $ 778 Stock-based compensation expense — — — — — — 3,845 3,845 Release of restricted stock units — — — — 9,926 — — — Issuance of Series A preferred stock and warrants, net of issuance costs 256,968 3,300 — — — — 254 — — 3,554 Issuance of Series B preferred stock and warrants, net of issuance costs — — 86,454 452 — — 37 — — 489 Issuance of common stock, prefunded warrants, and warrants, net of issuance costs — — — — 55,000 — 3,846 — — 3,846 Issuance of common stock upon exercise of prefunded warrants — — — — 1,167,850 1 ( 1 ) — — — Issuance of common stock and warrants under inducement agreement, net of issuance costs — — — — 1,222,850 1 4,305 — — 4,306 Issuance of common stock upon exercise of warrants — — — — 32,266 — 812 — — 812 Issuance of common stock, net of issuance costs — — — — 178,048 — 1,968 — — 1,968 Issuance of common stock for reverse stock split — — — — 147,825 1 ( 1 ) — — — Other comprehensive income — — — — — — — — 46 46 Net loss — — — — — — — ( 13,673 ) ( 13,673 ) Balance at December 31, 2024 256,968 3,300 86,454 452 3,138,804 3 70,962 ( 68,746 ) — 5,971 Stock-based compensation expense — — — — — — 1,691 — — 1,691 Issuance of common stock, pre-funded warrants and warrants under inducement agreement, net of issuance costs — — — — 2,445,700 3 2,732 — — 2,735 Issuance of common stock, prefunded warrants, and warrants, net of issuance costs — — — — 2,005,000 2 3,522 — — 3,524 Shares issued for acquisition of assets of SiVantage, Inc. — — — — 710,300 1 1,365 — — 1,366 Issuance of common stock upon conversion of Series A convertible preferred stock ( 52,809 ) ( 678 ) — — 300,005 — 678 — — — Issuance of common stock and warrants, net of issuance costs — — — — 2,217,904 2 2,728 — — 2,730 Release of restricted stock units — — — — 33,560 — — — — — Deferred financing costs — — — — — — ( 421 ) — — ( 421 ) Net loss — — — — — — — ( 12,556 ) — ( 12,556 ) Balance at December 31, 2025 204,159 $ 2,622 86,454 $ 452 10,851,273 $ 11 $ 83,257 $ ( 81,302 ) $ — $ 5,040 The accompanying notes are an integral part of these financial statements. See Reports of Independent Registered Public Accounting Firms. F- 5 Tenon Medical, Inc. Statements of Cash Flows (In thousands) Years Ended December 31, 2025 2024 Cash Flows from Operating Activities Net loss $ ( 12,556 ) $ ( 13,673 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 1,691 3,845 Depreciation and amortization 262 408 Provision for losses on accounts receivable 16 41 Amortization of operating right-of-use asset 268 247 Increase (decrease) in cash resulting from changes in: Accounts receivable ( 851 ) ( 386 ) Inventory ( 387 ) ( 52 ) Prepaid expenses and other assets ( 35 ) 183 Accounts payable 486 ( 64 ) Accrued expenses 648 ( 171 ) Operating lease liability ( 287 ) ( 256 ) Net cash used in operating activities ( 10,745 ) ( 9,878 ) Cash Flows from Investing Activities Purchase of assets from SiVantage, Inc. ( 750 ) — Purchases of property and equipment ( 273 ) ( 186 ) Net cash used in investing activities ( 1,023 ) ( 186 ) Cash Flows from Financing Activities Gross proceeds from issuance of common stock, prefunded warrants, and warrants 4,010 4,500 Gross proceeds from exercise of warrants under inducement agreement 3,057 4,648 Gross proceeds from issuance of common stock and warrants 2,850 — Gross proceeds from issuance of Series A convertible preferred stock — 2,605 Gross proceeds from issuance of Series B convertible preferred stock — 550 Gross proceeds from issuance of common stock — 2,106 Gross proceeds from exercise of warrants — 812 Offering costs ( 928 ) ( 1,096 ) Net cash provided by financing activities 8,989 14,125 Effect of foreign currency translation on cash flow — 46 Net (Decrease) Increase in Cash and Cash Equivalents ( 2,779 ) 4,107 Cash and Cash Equivalents at Beginning of Year 6,535 2,428 Cash and Cash Equivalents at End of Year $ 3,756 $ 6,535 Supplemental Disclosures of Cash Flow Information Non-cash investment and financing activities: Warrant modification costs $ 5,133 $ 992 Preferred stock issued upon conversion of debt and accrued interest $ — $ 1,186 Reclassification of deferred offering costs to additional paid-in capital $ 421 $ 367 Common stock issued upon conversion of Series A preferred stock $ 678 $ — Common stock issued for purchase of assets from SiVantage, Inc. $ 1,366 $ — Contingent consideration for purchase of assets from SiVantage, Inc. $ 1,011 $ — The accompanying notes are an integral part of these financial statements. See Report of Independent Registered Public Accounting Firm. F- 6 Notes to Financial Statements (in thousands, except share and per-share data) 1. Organization and Business Nature of operations Tenon Medical, Inc. (the “Company”) was incorporated in the State of Delaware on June 19, 2012 and was headquartered in San Ramon, California until June 2021 when it relocated to Los Gatos, California. The Company is a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. The Company currently offers two systems to treat a diseased sacroiliac joint (“SI Joint”). The Company has developed The Catamaran®™ SI Joint Fusion System (“The Catamaran System”) that offers a novel, less invasive approach to the SI Joint using a single, robust, titanium implant for treatment of the most common types of SI Joint disorders that cause lower back pain. The Company received U.S. Food and Drug Administration (“FDA”) clearance in 2018 for The Catamaran System and is currently focused on the US market. Since the national launch of The Catamaran System in October 2022, the Company is focused on three commercial opportunities: 1) Primary SI Joint procedures, 2) Revision procedures of failed SI Joint implants and 3) SI Joint fusion adjunct to a spine fusion construct. In August 2025, the Company acquired substantially all of the assets of SiVantage®, Inc. and SIMPL™ Medical, LLC, including the SImmetry+ SI Joint Fusion System (“The SImmetry+ System”) that treats disorders of the SI Joint through minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles-including joint decortication, bone graft placement, and rigid fixation-with the goal of achieving a true biological fusion across the SI Joint. 2. Summary of Significant Accounting Principles Basis of presentation The accompanying financial statements have been prepared on the accrual basis in accordance with generally accepted accounting principles as promulgated in the United States of America (“U.S. GAAP”). Going concern uncertainty and liquidity requirements The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. There is substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these financial statements are issued. Since inception, the Company has incurred losses and negative cash flows from operations. Management expects to incur additional operating losses and negative cash flows from operations in the foreseeable future as the Company continues its product development programs and the commercialization of The Catamaran System and The SImmetry+ System. Based on the Company’s expected level of revenues and expenditures, the Company believes that its existing cash and cash equivalents as of December 31, 2025 will not provide sufficient funds to enable it to meet its obligations for a period of at least twelve months from the date of the filing of these financial statements. The Company plans to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations (see Note 14). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Notice from Nasdaq On February 25, 2026, the Company received a letter (the “Notification Letter”) from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that for the 30 consecutive business day period between January 9, 2026 and February 24, 2026, the common stock of the Company had not maintained a minimum closing bid price of $ 1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until August 24, 2026 (the “Compliance Period”), to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must be at least $ 1.00 per share for a minimum of 10 consecutive business days during the Compliance Period. If the Company does not regain compliance with the Bid Price Rule by August 24, 2026, the Company may be eligible for an additional 180-day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, the common stock of the Company will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel. F- 7 The notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be listed on The Nasdaq Capital Market under the symbol “TNON.” The Company is currently evaluating its options for regaining compliance with the Bid Price Rule. There can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any of the other Nasdaq continued listing requirements. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, the fair value of assets acquired and liabilities assumed in business combinations, estimates of purchase price consideration and contingent consideration, realization of deferred tax assets, accrued liabilities, obsolescence of inventory, the fair value of accrued commissions and stock-based compensation. Reverse Stock Split On September 6, 2024, the Company effected a 1-for-8 reverse stock split (the “2024 Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2024 Reverse Stock Split combined every eight shares of our common stock issued and outstanding immediately prior to effecting the 2024 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2024 Reverse Stock Split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2024 Reverse Stock Split. The authorized number of shares and the par value per share of the Company’s common stock were not affected by the 2024 Reverse Stock Split. Segments The Company operates in one business segment: the SI Joint segment. See Note 13. Business Combinations The Company accounts for business combinations in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations , which requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. The fair value of the consideration paid is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded to goodwill. Intangible assets acquired are amortized over the expected life of the asset. Fair value determinations and useful life estimates are based on, among other factors, estimates of expected future cash flows, estimates of appropriate discount rates, estimated useful lives of the intangible assets acquired and other factors. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, actual results may vary significantly from estimated results. The Company’s assumptions and estimates are subject to refinement and, as a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Cash and cash equivalents The Company considers all highly liquid investments with maturities of 90 days or less at the date of purchase to be cash equivalents. Investments When applicable, the Company classifies its investments in marketable securities as available-for-sale and records them at fair value in its balance sheets. The net unrealized gains and losses are recorded as a separate component of stockholders’ equity. Realized gains and losses are recorded in the statements of operations and comprehensive loss. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method and records such gains and losses as a component of other income (expense) net. Accounts receivable and expected credit losses Accounts receivable are derived from products delivered to customers and are stated at their net realizable value. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. In determining the amount of the allowance, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. Historically, the Company has had no significant write-offs of accounts receivable. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its allowances will continue to be adequate. If actual credit losses are significantly greater than the allowance, the Company would increase its general and administrative expenses and increase its reported net losses. The Company’s allowance for expected credit losses was $ 22 and $ 41 at December 31, 2025 and 2024, respectively. F- 8 Inventory Inventory is stated at lower of cost or net realizable value. The Company establishes the inventory basis by determining the cost based on standard costs approximating the purchase costs on a first-in, first-out basis. The excess and obsolete inventory is estimated based on quantities on hand, expectations of future demand and market conditions. Inventory write-downs are charged to cost of goods sold. As of December 31, 2025 and 2024, inventory consisted of finished goods and raw materials (Note 4). Deferred offering costs Deferred offering costs, which consist of direct incremental legal, consulting, banking, and accounting fees relating to the Company’s future offerings, are capitalized, and are offset against proceeds received upon the effectiveness of the offering or the closing of an equity transaction. In the event an anticipated offering is terminated, deferred offering costs will be expensed. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Equipment, computers, software, and furniture and fixtures are depreciated over periods ranging from three to seven years, and leasehold improvements over the shorter of the lease term or the life of the asset. Construction in progress pertains to the cost of individual components of a custom instrument set used for surgical placement of the Company’s products that have not yet been placed into service. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Deductions are made for retirements resulting from renewals or betterments. Leases The Company leases its headquarters in Los Gatos, California. At the inception of a contract, the Company assesses whether that contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. At inception of a lease, the Company allocates the consideration in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately. Leases are classified as either finance leases or operating leases based on criteria in accordance with Accounting Standards Codification (“ASC”) 842, Leases . The Company’s facility lease is classified as an operating lease. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease’s commencement date based on the present value of lease payments over the lease term. When a lease did not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company has elected not to recognize ROU assets and lease liabilities for short-term operating leases that have a term of 12 months or less. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses in the statements of operations and comprehensive loss. Long-lived assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment and intangible assets, to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive undiscounted cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Fair value measurements In accordance with ASC 820, Fair Value Measurement , fair value is the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available in the circumstances. F- 9 The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments includes cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 – Instruments that have little to no pricing observability as of the measurement date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for assets categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. Certain non-financial assets and liabilities, such as acquired intangible assets and contingent liabilities, are valued using management’s best estimate of fair value, which includes estimates of expected cash flows. Income taxes Income taxes are recorded in accordance with ASC 740, Income Taxes , which provides for deferred taxes using an asset and liability approach. Under this method, the Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect when the differences are expected to reverse. Valuation allowances are provided when necessary to reduce net deferred tax assets to the amount that is more likely than not to be realized. Based on the available evidence, the Company is unable, at this time, to support the determination that it is more likely than not that its deferred tax assets will be utilized in the future. Accordingly, the Company recorded a full valuation allowance as of December 31, 2025 and 2024. The Company intends to maintain valuation allowances until sufficient evidence exists to support its reversal. Current income taxes are based upon the year’s income taxable for federal, state, and foreign tax reporting purposes. Deferred income taxes are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Revenue recognition The Company’s revenue is derived from the sale of its products to medical groups and hospitals in the United States. Revenue is recognized when control is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for the goods or services, using the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company generates revenue from the sale of products to hospitals or medical facilities where its products are delivered in advance of a procedure. The performance obligation is the completion of the surgery and therefore, revenue is recognized upon completion of the surgery, net of rebates and price discounts. The Company accounts for rebates and price discounts as a reduction to revenue. Sales prices are specified prior to the transfer of control to the customer, via either the customer contract, agreed price list, purchase order, or written communication with the customer. For direct sales to end-user customers, the Company’s standard payment terms are generally net 30 days. The Company offers its standard warranty to all customers and does not sell any warranties on a standalone basis. The Company’s warranty provides that its products are free of material defects and conform to specifications, and includes an offer to replace or refund the purchase price of defective products. This assurance does not constitute a service and is not considered a separate performance obligation. The Company estimates warranty liabilities at the time of revenue recognition and records them as a charge to cost of goods sold. Contract modifications generally do not occur during the performance of the Company’s contracts. Payments received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the balance sheets. As of December 31, 2025 and 2024, there were no remaining performance obligations that would give rise to deferred revenue. Except as described in Note 10, sales commissions are recorded in sales and marketing expenses during the same period as the corresponding revenues. F- 10 Research and development The Company engages in improving existing products and new product development efforts. Research and development expenses relating to these efforts are expensed as incurred. Stock-based compensation The Company accounts for all stock-based compensation awards using a fair-value method on the grant date and recognizes the fair value of each award as an expense over the requisite service period. The Company recognizes compensation costs related to stock-based awards granted to employees, directors, and consultants, including restricted stock units and stock options, based on the estimated fair value of the awards on the date of grant. For restricted stock units, the Company estimates grant date fair value based on the closing market price on the date of grant. For stock options, the company estimates the grant date fair value using the Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Black-Scholes option-pricing model requires the use of subjective assumptions to determine the fair value of stock-based awards. These assumptions include: Expected Term —The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method as the Company does not have significant stock option exercises in its history. The simplified method deems the expected term to be the midpoint between the vesting date and the contractual life of the stock-based awards. Expected Volatility —Since the Company has only been publicly held since April 2022 and did not have any trading history for its common stock prior to that date, the expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle, or area of specialty. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividends —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, an expected dividend yield of zero is used. The Company accounts for forfeitures as they occur. The Company’s board of directors intends all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. Net loss per share Basic net loss per share is based upon the weighted-average number of common shares outstanding. Diluted net loss per share is based on the assumption that all potential common stock equivalents (convertible preferred stock, stock options, and warrants) are converted or exercised. The calculation of diluted net loss per share excludes potential common stock equivalents if the effect is anti-dilutive. For the periods presented, the Company’s weighted-average common shares outstanding for basic and diluted are the same because the effect of the potential common stock equivalents is anti-dilutive. The Company had the following dilutive common stock equivalents as of December 31, 2025 and 2024 which were excluded from the calculation because their effect was anti-dilutive. December 31, 2025 2024 Outstanding restricted stock units 917,422 20,224 Outstanding stock options 17,697 11,322 Outstanding warrants 8,173,914 2,728,160 Outstanding Convertible Preferred Shares 1,822,080 896,661 Total 10,931,113 3,656,367 F- 11 Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”), and has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, under the JOBS Act, emerging growth companies are permitted to delay the adoption of certain new or revised accounting standards until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards, and, as a result, its financial statements may not be comparable to companies that comply with public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering, (ii) the last day of the fiscal year in which we have total annual gross revenues of at least $ 1.235 billion, (iii) the date on which we are deemed to be a large accelerated filer, or (iv) the date on which we have issued more than $ 1.0 billion in non-convertible debt securities during the prior three-year period. Adoption of New Accounting Pronouncement In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires additional tax disclosures about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This guidance is effective on a prospective basis, with the option to apply it retrospectively, for the Company’s fiscal years beginning after December 15, 2025. The early adoption of ASU 2023-09 expanded the Company’s income tax disclosures in its Annual Report on Form 10-K, but had no impact on reported income tax (benefit) expense or related tax assets or liabilities. See Note 12. Recent Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. We are currently evaluating the impact of adopting this new accounting guidance. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient to measure credit losses on current accounts receivable and contract assets. The practical expedient allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. For public companies, ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting this guidance on its condensed financial statements. F- 12 3. Acquisition On August 1, 2025 (the “SI Closing Date”), the Company entered into an asset purchase agreement (the “SI APA”) with SiVantage, Inc., a Delaware corporation (“SI”), pursuant to which the Company acquired substantially all of the assets of SI, including the assignment of its intellectual property related to sacropelvic fixation and fusion procedures (the “SI Products”), and assumed certain of its current liabilities and contract obligations, as set forth in the SI APA (the “SImmetry Acquisition”). The SImmetry Acquisition closed on the SI Closing Date. On the SI Closing Date, SI received, as consideration for the SImmetry Acquisition, the purchase price consisting of: (i) $ 750,000 in cash; (ii) 710,300 shares of the Company’s common stock, of which 473,533 are to be held by the Company for a period of one-year as security to satisfy any indemnification claims against SI in accordance with the SI APA; (iii) a royalty equal to 15 % of the sales of all SI Products during the one-year period following the SI Closing Date and 10 % of the sales of all SI Products during the following four-year period, subject to a cap of $ 5.0 million; and (iv) a deferred cash payment of up to a maximum of approximately $ 1.3 million in the event that the all of the currently issued and outstanding warrants of the Company are exercised (which deferred cash payment will be made pro rata based on the actual number of warrants exercised). In addition, during the three-year period following the SI Closing Date, the Company will issue SI additional shares of its common stock upon the achievement of the following milestones: ● upon the Company having $ 1 million in aggregate sales of the SI Products after the SI Closing Date, the Company will issue SI an additional 276,228 shares of its common stock; ● upon the Company achieving $ 10 million in aggregate sales of the SI Products after the SI Closing Date, the Company will issue SI an additional 276,228 shares of its common stock; and ● upon the Company achieving $ 20 million in aggregate sales of the SI Products after the SI Closing Date, the Company will issue SI an additional 314,900 shares of its common stock. On August 1, 2025, the Company also entered into an asset purchase agreement (the “ SIMPL APA”) with SIMPL Medical, LLC, a Delaware limited liability (“SIMPL”), pursuant to which the Company acquired substantially all of the assets of SIMPL, including the assignment of its intellectual property related to posterior sacroiliac implant technology (the “SIMPL Products”), and assumed certain of its contract obligations, as set forth in the SIMPL APA (the “SIMPL Acquisition”). The SIMPL Acquisition closed on August 4, 2025. The aggregate purchase price for the SIMPL Acquisition payable by the Company is a royalty equal to 30 % of the net revenue received by the Company from the sale of any SIMPL Products during the five-year period following the first commercial sale of any SIMPL Products; provided that in the event that the aggregate royalty payments made by the Company to SIMPL exceed $ 20.0 million, then from and after such time, the Company shall pay SIMPL 20 % of the net revenue received by the Company from the sale of any SIMPL Products during the remainder of such five-year period. The royalty payments noted above shall be paid quarterly by the Company. The Company has the option, subject to certain limitations, to pay up to 33.3 % of any quarterly royalty by the issuance of its shares of common stock, based upon the trailing 10-day VWAP at the end of any applicable quarter. SI and SIMPL are under common control and the acquisitions were conditional upon one another; therefore, the Company determined that they are considered related businesses and the acquisition of the SI and SIMPL assets was treated as a single business acquisition (the “SI Acquisition”) in accordance with ASC 805, Business Combinations . The Company further determined that the SI Acquisition does not constitute an asset acquisition under accounting pronouncements, and instead constitutes a business combination. Thus, the acquisition method was applied to the acquisition. The Company further determined that the acquisitions met the definition of a business. F- 13 Purchase Consideration The total purchase consideration was $ 3,127 and consisted of the following: Component Amount Cash paid at closing $ 750 Fair value of common stock issued 1,366 Fair value of contingent consideration 1,011 Total consideration $ 3,127 Identifiable Assets Acquired and Liabilities Assumed Description Fair Value Prepaid expenses $ 19 Inventory 61 Property and equipment 131 Intangible assets: Developed technology 103 Trademarks/trade names 196 Customer relationships 210 Total identifiable assets 720 Goodwill 2,407 Total consideration $ 3,127 Goodwill arising from the SI Acquisition is primarily attributable to the assembled workforce, expected synergies, and expansion into new markets. Intangible Assets Acquired Asset Estimated Useful Life in Years Fair Value Developed technology 7 - 8 $ 103 Trademarks/trade names 10 196 Customer relationships 8 210 Total $ 509 Contingent Consideration Contingent consideration relates to the royalty to be paid to SI for sales of SI Products, the royalty to be paid to SIMPL for sales of SIMPL products, and amount related to future warrant exercises, and was calculated using the present value of expected payments based on current revenue and other estimates using a discount rate of 14.6%. The fair value of the contingent consideration was determined using level 3 fair value inputs. A reconciliation of the contingent consideration from the date of acquisition through December 31, 2025 is as follows: Balance at August 1, 2025 $ 1,011 Amounts earned ( 87 ) Accretion 69 Balance at December 31, 2025 $ 993 Acquisition-Related Costs The Company incurred approximately $ 779 of acquisition-related costs, including legal, accounting, and valuation fees. These costs are included in general and administrative expenses in the statement of operations and comprehensive loss. Pro Forma Financial Information The following unaudited pro forma information presents the combined results of operations as if the acquisition had occurred on January 1, 2024. The pro forma results include adjustments for amortization of acquired intangible assets. These pro forma results are presented for informational purposes only and do not purport to represent the actual results that would have occurred if the acquisition had been completed on the date indicated, nor are they necessarily indicative of future operating results. Year Ended December 31, 2025 2024 Revenue $ 4,817 $ 4,316 Net loss $ ( 13,785 ) $ ( 15,328 ) Basic and diluted net loss per share of common stock $ ( 1.77 ) $ ( 7.97 ) F- 14 4. Inventory Inventory consisted of the following: December 31, 2025 December 31, 2024 Raw materials $ 21 $ 21 Finished goods 1,033 585 Inventory $ 1,054 $ 606 5. Property and Equipment, net Property and equipment, net, consisted of the following: December 31, 2025 December 31, 2024 Instrument tray sets $ 829 $ 785 Construction in progress 836 541 Lab equipment 79 14 IT equipment 56 56 Leasehold improvements 15 15 Office furniture 9 9 Property and equipment, gross 1,824 1,420 Less: accumulated depreciation ( 906 ) ( 668 ) Property and equipment, net $ 918 $ 752 Construction in progress is made up of reusable components that are intended to be assembled into Catamaran Tray Sets. Depreciation expense was approximately $ 238 and $ 395 for the years ended December 31, 2025 and 2024, respectively. 6. Intangible Assets, net Intangible assets, net relate to developed technology, trademarks/trade names and customer relationships acquired in the SI Acquisition (see Note 3). Intangible assets were valued based on their estimated fair value on the date of acquisition and are being amortized on a straight-line basis over estimated useful lives of 7 - 8 years for developed technology, 10 years for trademarks/trade names and 8 years for customer relationships. Intangible assets as of December 31, 2025 consist of the following: Gross Value Accumulated Amortization Net Value Developed technology $ 103 $ ( 5 ) $ 98 Trademarks/trade names 196 ( 8 ) 188 Customer relationships 210 ( 11 ) 199 Total $ 509 $ ( 24 ) $ 485 Amortization expense for years ended December 31, 2025 and 2024 was $ 24 and $ 0 , respectively. As of December 31, 2025, future amortization of amortizable intangible assets is as follows: 2026 $ 59 2027 59 2028 59 2029 59 Thereafter 249 $ 485 F- 15 7. Accrued Expenses Accrued expenses consisted of the following: December 31, 2025 December 31, 2024 Accrued compensation $ 710 $ 416 Accrued professional services fees 484 271 Other accrued expenses 443 223 Total accrued expenses $ 1,637 $ 910 8. Leases In June 2021, the Company entered into a facility lease agreement for its company headquarters in Los Gatos, California. This non-cancellable operating lease expires in June 2026 . Operating lease costs for the facility lease were $ 292 and $ 292 for the years ended December 31, 2025 and 2024, respectively. Supplemental balance sheet information related to leases was as follows: December 31, December 31, 2025 2024 Operating lease right-of-use asset $ 131 $ 399 Operating lease liability, current $ ( 141 ) $ ( 287 ) Operating lease liability, noncurrent — ( 141 ) Total operating lease liabilities $ ( 141 ) $ ( 428 ) Future maturities of operating lease liabilities as of December 31, 2025 were as follows: 2026 $ 144 Total lease payments 144 Less: imputed interest ( 3 ) Present value of operating lease liabilities $ 141 Other information: Cash paid for operating leases for the year ended December 31, 2025 $ 310 Cash paid for operating leases for the year ended December 31, 2024 $ 301 Remaining lease term - operating leases (in years) 0.50 Average discount rate - operating leases 8.0 % 9. Stockholders’ Equity The Company’s current Amended and Restated Certificate of Incorporation dated February 18, 2014 authorizes the issuance of 130,000,000 shares of common stock and 20,000,000 shares of preferred stock, both with a par value of $ 0.001 per share. With respect to the preferred stock, 4,500,000 shares are designated Series A Preferred Stock and 491,222 shares are designated Series B Preferred Stock. At-the-Market Offering Program On May 4, 2023, the Company entered into an Equity Distribution Agreement to establish an at-the-market offering program, under which the Company may sell from time to time, at its option, shares of its common stock having an aggregate gross sales price of $ 5.5 million. The Company is required to pay the Sales Agents a commission of 3 % of the gross proceeds from the sale of shares and has also agreed to provide the Sales Agents with customary indemnification rights. During the year ended December 31, 2023, 29,013 shares of the Company’s common stock were sold under the program at a weighted-average price of $ 18.16 per share with aggregate net proceeds of $ 495 . During the year ended December 31, 2024, 129,199 shares of the Company’s common stock were sold under the program at a weighted-average price of $ 14.63 per share with aggregate proceeds, net of issuance costs, of $ 1,709 . There were no sales of common stock under the program during the year ended December 31, 2025. Per the terms of the Equity Distribution Agreement, no shares are available to be issued under the program as of December 31, 2025. F- 16 Equity Line of Credit On July 24, 2023, the Company entered into a purchase agreement (“Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, the Company may sell to Lincoln Park up to $ 10 million of shares of common stock from time to time during the term of the Purchase Agreement. On September 22, 2023 (the “Commencement Date”) and on May 10, 2024, the Company filed registration statements with the SEC covering the resale of shares of common stock issued to Lincoln Park under the Purchase Agreement. Beginning on the Commencement Date and for a period of 24 months thereafter, under the terms and subject to the conditions of the Purchase Agreement, from time to time, at the Company’s discretion, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $ 10 million of shares of common stock, subject to certain limitations set forth in the Purchase Agreement. Specifically, from time to time from and after the Commencement Date, the Company may, at its discretion, direct Lincoln Park to purchase on any single business day on which the closing price of its common stock on The Nasdaq Capital Market (“Nasdaq”) is equal to or greater than $ 1.50 up to 10,000 shares of common stock (a “Regular Purchase”); provided, that the Company may direct Lincoln Park to purchase in a Regular Purchase (i) up to 12,500 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $15.00 per share and (ii) up to 15,000 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $25.00 per share. In no case, however, will Lincoln Park’s commitment with respect to any single Regular Purchase exceed $ 500,000 ; provided, that the parties may mutually agree at any time to increase the maximum number of shares of common stock the Company may direct Lincoln Park to purchase in any single Regular Purchase to up to 100,000 shares or any number of shares that shall not exceed 4.99 % of the then outstanding shares of common stock. The foregoing share amounts and per share prices will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement with respect to the Company’s common stock. The purchase price per share for each such Regular Purchase will be based on prevailing market prices of the Company’s common stock immediately preceding the time of sale, as determined under the Purchase Agreement. During the year ended December 31, 2024, 48,849 shares of the Company’s common stock were sold under the program at a weighted-average price of $ 5.56 per share with aggregate net proceeds of $ 260 . There were no sales of common stock under the program during the year ended December 31, 2025. The Purchase Agreement terminated in September 2025. Series A Preferred Stock On February 20, 2024, the Company entered into a Securities Purchase Agreement with certain investors, pursuant to which the Company agreed to sell, issue and deliver to these investors, in a private placement offering, a total of 172,239 shares of the Company’s Series A Preferred Stock and warrants (the “Series A Warrants”) to purchase 258,374 shares of common stock at an exercise price equal to $ 1.2705 per share for net proceeds of $ 2,437 after deducting offering costs. Additionally, on February 20, 2024, the Investors agreed to a complete prepayment of the Company’s obligations under its convertible notes issued in November 2023 (the “Convertible Notes”), including accrued interest, in exchange for 84,729 shares of Series A Preferred Stock and warrants to purchase 157,094 shares of common stock at $ 1.2705 per share and the Convertible Notes were cancelled. The Series A Warrants are immediately exercisable and expire five years from the date of issuance. The Series A Preferred Stock is convertible, at any time, at the option of the holder into shares of common stock. Each share of Series A Preferred Stock shall be convertible, at any time after the date of issuance, at the option of the holder thereof (or, upon a Required Conversion (as defined below), at the option of the Corporation), into that number of shares of common stock determined by dividing the Stated Value (as defined below) for such share of Series A Preferred Stock by the Conversion Price (as defined below). “Stated Value” means for any share of Series A Preferred Stock, an amount equal to the product of (x) $15.125 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the number of days that such share of Series A Preferred Stock has been issued divided by 365. “Conversion Price” means (i) for the shares of Series A Preferred Stock issued on the Closing Date, $1.5125 and (ii) for each share of Series A Preferred Stock issued thereafter, an amount equal to the greater of (x) $1.5125 and the average of the VWAPs for the 10 Trading Days prior the issuance date of such share of Series A Preferred Stock, in each case subject to adjustment as set forth herein. On any date that ten out of the last 15 daily VWAPs of the Company’s common stock is 250% higher than the Conversion Price on such date, then the Company will have the right to require 50% of the Preferred Stock to be converted into shares of common stock. Additionally, on and after the time on which the Company has $2.25 million in revenues in any single financial quarter, the Company will have the right to require 50% of the Preferred Stock to be converted into shares of common stock (a “Required Conversion”). No dividends are payable on the Series A Preferred Stock. The Series A Preferred Stock will vote together with the common stock on all matters other than as required by law; provided however that any additional shares underlying the Series A Preferred Stock as a result of the anti-dilution provision described below shall not vote on an “as converted” basis and shall only vote when issued upon conversion. Notwithstanding the foregoing, the vote of an individual holder of Series A Preferred Stock (and underlying common stock) shall be capped at 9.99% (or 4.99% if selected by the holder). F- 17 The Conversion Price is subject to anti-dilution adjustment as the result of any subdivision, combination of shares or recapitalization, stock dividends, stock splits and similar transactions affecting the Company’s common stock. In addition, the Series A Preferred Stock will have weighted average anti-dilution protection providing for adjustment of the Conversion Price in the event of issuance of, or commitments to issue, common stock for less than the Conversion Price then in effect immediately prior to such issue or sale (a “Dilutive Issuance”), subject to customary exceptions; provided however the anti-dilution for Dilutive Issuances shall not be operative until the stockholders of the Company have approved the terms of the Series A Preferred Stock, which approval was granted at the annual shareholder meeting on July 23, 2024. Upon any liquidation or winding up of the Company (a “Liquidation”), the holders of Series A Preferred Stock will be entitled to receive in preference to any other class or series of the Company’s equity securities the greater of (i) the Stated Value plus accrued and unpaid dividends and (ii) what would be paid if the Series A Preferred Stock plus accrued and unpaid dividends had been converted into common stock. A consolidation or merger of the Company or sale or transfer of all or substantially all of its assets, or any transaction which results in the stockholders of the Company owning less than 50 % of the equity or voting power of the surviving entity (excluding the issuance of common stock in any financing transaction unless more than 50 % of the Company’s shares are issued to one stockholder or a number of stockholders who act as a one group) shall be deemed a Liquidation (a “Deemed Liquidation”) with respect to the shares of Series A Preferred Stock of any holder who opts to have such occurrence treated as a Deemed Liquidation; provided that if the liquidation preference payable on a Deemed Liquidation is less than 110 % of the stated value of the Series A Preferred Stock, the dividend rate on any accrued and unpaid dividends payable with respect to such Deemed Liquidation will increase to 10 %. All liquidation preferences payable in respect of a Deemed Liquidation will be payable in shares of common stock based on the closing price of the common stock on the date of such Deemed Liquidation. Consent of the majority of the holders will be required to (i) amend the Certificate of Incorporation or Bylaws of the Company so as to adversely alter the rights, preferences, privileges of the Series A Preferred Stock, (ii) create any new class of shares pari passu or senior to the Series A Preferred Stock or increase or decrease the number of authorized shares of common stock or preferred stock, (iii) pay or declare any dividend on common stock or other junior securities, or incur indebtedness in any single transaction in excess of $ 1 million or (iv) redeem, purchase or otherwise acquire any share or shares of preferred stock or common stock (other than (a) the repurchase of shares of common stock pursuant to a written benefit plan or employment or consulting agreement, or (b) the repurchase of any equity securities in connection with the Company’s right of first offer with respect to those securities contained in any written agreement with the Company). Series B Preferred Stock On September 5, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors, pursuant to which the Company agreed to sell, issue and deliver to the Investors, in a private placement offering, a total of 86,454 shares of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”) and warrants (the “Series B Warrants”) to purchase 16,214 shares of common stock at an exercise price equal to $ 4.2756 per share for net proceeds of $ 489,000 after deducting offering costs. The Series B Warrants are immediately exercisable and expire five years from the date of issuance. The Series B Preferred Stock is convertible, at any time, at the option of the holder into shares of common stock. Each share of Series B Preferred Stock shall be convertible, at any time after the date of issuance, at the option of the holder thereof (or, upon a Required Conversion (as defined below), at the option of the Corporation), into that number of shares of common stock determined by dividing the Stated Value (as defined below) for such share of Series B Preferred Stock by the Conversion Price (as defined below). “Stated Value” means for any share of Series B Preferred Stock, an amount equal to the product of (x) $6.3625 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the number of days that such share of Series B Preferred Stock has been issued divided by 365. “Conversion Price” means $5.09 per share, subject to adjustment as set forth herein. On any date that ten out the last 15 daily VWAPs of the Company’s common stock is 250% higher than the Conversion Price on such date, then the Company will have the right to require 50% of the Preferred Stock to be converted into shares of common stock. Additionally, on and after the time on which the Company has $2.25 million in revenues in any single financial quarter, the Company will have the right to require 50% of the Preferred Stock to be converted into shares of common stock (a “Required Conversion”). No dividends are payable on the Series B Preferred Stock. The Series B Preferred Stock will vote together with the common stock on all matters other than as required by law; provided however that any additional shares underlying the Series B Preferred Stock as a result of the anti-dilution provision described below shall not vote on an “as converted” basis and shall only vote when issued upon conversion. Notwithstanding the foregoing, the vote of an individual holder of Series B Preferred Stock (and underlying common stock) shall be capped at 9.99% (or 4.99% if selected by the holder). F- 18 The Conversion Price is subject to anti-dilution adjustment as the result of any subdivision, combination of shares or recapitalization, stock dividends, stock splits and similar transactions affecting the common stock. In addition, the Series B Preferred Stock will have weighted average anti-dilution protection providing for adjustment of the Conversion Price in the event of issuance of, or commitments to issue, common stock for less than the Conversion Price then in effect immediately prior to such issue or sale (a “Dilutive Issuance”), subject to customary exceptions; provided however the anti-dilution for Dilutive Issuances shall not be operative until the stockholders of the Company have approved the terms of the Series B Preferred Stock. Upon any liquidation or winding up of the Company (a “Liquidation”), the holders of Series B Preferred Stock will be entitled to receive in preference to any other class or series of the Company’s equity securities the greater of (i) the Stated Value plus accrued and unpaid dividends and (ii) what would be paid if the Series B Preferred Stock plus accrued and unpaid dividends had been converted into common stock. A consolidation or merger of the Company or sale or transfer of all or substantially all of its assets, or any transaction which results in the stockholders of the Company owning less than 50 % of the equity or voting power of the surviving entity (excluding the issuance of common stock in any financing transaction unless more than 50 % of the Company’s shares are issued to one stockholder or a number of stockholders who act as a one group) shall be deemed a Liquidation (a “Deemed Liquidation”) with respect to the shares of Series B Preferred Stock of any holder who opts to have such occurrence treated as a Deemed Liquidation; provided that if the liquidation preference payable on a Deemed Liquidation is less than 110 % of the stated value of the Series B Preferred Stock, the dividend rate on any accrued and unpaid dividends payable with respect to such Deemed Liquidation will increase to 10 %. All liquidation preferences payable in respect of a Deemed Liquidation will be payable in shares of common stock based on the closing price of the Company’s common stock on the date of such Deemed Liquidation. Consent of the majority of the holders will be required to (i) amend the Certificate of Incorporation or Bylaws of the Company so as to adversely alter the rights, preferences, privileges of the Series B Preferred Stock, (ii) create any new class of shares pari passu or senior to the Series B Preferred Stock or increase or decrease the number of authorized shares of common stock or preferred stock, (iii) pay or declare any dividend on common stock or other junior securities, or incur indebtedness in any single transaction in excess of $ 1 million or (iv) redeem, purchase or otherwise acquire any share or shares of preferred stock or common stock (other than (a) the repurchase of shares of common stock pursuant to a written benefit plan or employment or consulting agreement, or (b) the repurchase of any equity securities in connection with the Company’s right of first offer with respect to those securities contained in any written agreement with the Company) 2024 Public Offering On September 12, 2024, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”), and a securities purchase agreement (the “Purchase Agreement”) with a single health-care focused institutional investor pursuant to which the Company agreed to issue and sell, in a “reasonable best efforts” public offering, (i) 55,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 1,167,850 shares of common stock (the “Pre-Funded Warrants”) and (iii) warrants to purchase up to 1,222,850 shares of common stock at an exercise price of $ 3.55 per share (the “Common Warrants”) at a combined offering price of $ 3.68 per share and accompanying Common Warrant, and $ 3.68 , less $ 0.0001 per Pre-Funded Warrant and accompanying Common Warrant for net proceeds of $ 3,846 after deducting offering costs. The Common Warrants were exercisable upon issuance and will expire five years from the date of issuance. 2024 Warrant Inducement On September 16, 2024, the Company entered into an inducement letter with Armistice Capital, LLC (“Armistice”) who held all of the Common Warrants. Pursuant to the inducement letter, Armistice agreed to exercise the Common Warrants for cash at the exercise price of $ 3.55 per share in consideration for the Company’s agreement to issue, for an additional payment of $ 0.125 per New Warrant, (i) the Series A New Warrants to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $ 4.28 per share, which are exercisable for five years after issuance and (ii) the Series B New Warrants to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $ 4.28 per share, which are exercisable for three years after issuance (the “2024 Warrant Inducement”). The Company received net proceeds of approximately $ 4,306 from the 2024 Warrant Inducement, after deducting financial advisor fees and other transaction expenses. The 2024 Warrant Inducement was accounted for as a modification of the Common Warrants. 2025 Warrant Inducement On March 11, 2025, the Company entered into a warrant exercise inducement offer letter agreement (the “Inducement Letter”) with the holder of the Series A New Warrants and Series B New Warrants (the “Existing Warrants”), pursuant to which, the holder agreed to exercise the Existing Warrants at a reduced exercise price of $ 1.25 per share in consideration for the Company’s agreement to issue (i) new unregistered five-year warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 2,445,700 shares of common stock at an exercise price of $ 1.25 per share and (ii) new unregistered three-year warrants (the “Series C-2 Warrants,” and together with the Series C-1 Warrants, the “New Warrants”) to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $ 1.25 per share (the “2025 Warrant Inducement”). The New Warrants were not exercisable without approval by the Company’s stockholders (the “Approval Date”), which was obtained on September 18, 2025. The Series C-1 Warrants are exercisable five years from the Approval Date, and the Series C-2 Warrants are exercisable three years from the Approval Date. Pursuant to the 2025 Warrant Inducement, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $ 2,735 . The incremental value of the consideration to the holders of the Existing Warrants was $ 5,113 . The Company filed a registration statement on Form S-1 on April 4, 2025 providing for the resale of the shares of common stock issuable upon the exercise of the New Warrants. The Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or common stock equivalents or file any registration statement or any amendment or supplement to any existing registration statement, subject to certain exceptions, for a period of 60 calendar days after the effectiveness of the Resale Registration Statement. Furthermore, the Company is also prohibited from entering into any agreement to issue common stock or common stock equivalents involving a variable rate transaction (as defined in the Inducement Letter), subject to certain exceptions, for a six-month period commencing on March 12, 2025. F- 19 2025 Securities Purchase Agreements On March 25, 2025, the Company entered into a securities purchase agreement for the issuance of 733,500 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering at a purchase price of $ 2.00 per share. In a concurrent private placement, the Company also agreed to issue to the same investor warrants to purchase up to 733,500 shares of its common stock at an exercise price of $ 2.00 per share, which will be exercisable immediately, and will expire five years following the date of issuance. Pursuant to the agreements, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $ 1,234 . Also on March 25, 2025, the Company entered into a securities purchase agreement for the issuance of 1,271,500 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering at a purchase price of $ 2.00 per share. In a concurrent private placement, the Company also agreed to issue to the same investor warrants to purchase up to 1,271,500 shares of its common stock at an exercise price of $ 2.00 per share, which will be exercisable immediately, and will expire five years following the date of issuance. Pursuant to the agreements, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $ 2,290 . PIPE On November 10, 2025, the Company entered into securities purchase agreements with certain accredited investors in an at-the-market private investment in public equity (the “PIPE”) pursuant to which the Company agreed to issue and sell an aggregate of 2,217,904 shares of common stock, par value $ 0.001 per share and/or pre-funded common stock purchase warrants, and common stock purchase warrants, each exercisable for one share of common stock of the Company, at a combined offering price of $ 1.285 per share and warrant to purchase one share of common stock. The warrants have an exercise price of $ 1.16 per share and expire three years from the date of issuance. Pursuant to the purchase agreements, the Company received proceeds, net of transaction expenses, of $ 2,730 . Voting rights The holders of vested shares of common stock are entitled to vote on any matter submitted to a vote of the stockholders and each such holder is entitled to one vote per share of common stock held. The holders of Series A and Series B Preferred Stock are entitled to vote together with the common stock as a single class on any matter submitted to a vote of the stockholders. Holders of Series A and Series B Preferred Stock are entitled to the number of votes equal to the number of common stock issuable upon conversion of their respective Series A and Series B Preferred Stock at the time such shares are voted. The holders of a majority of the preferred stock had additional voting rights as specified in the Company’s Amended and Restated Certificate of Incorporation, as amended. Equity awards In 2012, the Board of Directors of the Company (the “Board”) approved the Tenon Medical, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the issuance of common stock options, appreciation rights, and other awards to employees, directors, and consultants. Options issued under the 2012 Plan generally vest over a period of two to four years and have a 10-year expiration date. In April 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 662,516 . In July 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 737,516 . In August 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan from 737,516 shares to 799,266 shares and approved the form of a 2022 Equity Incentive Plan. On January 10, 2022 and February 2, 2022, the Board and stockholders, respectively, of the Company approved the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which was effective on April 25, 2022. The number of shares of common stock that may be subject to awards and sold under the 2022 Plan is equal to 1,600,000 . Automatic annual increases in number of shares available for issuance under the 2022 Plan is equal to the least of (a) 2,200,000 shares, (b) 4 % of the total number of shares of all classes of common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such number determined by the 2022 Plan administrator no later than the last day of the immediately preceding fiscal year. Annual increases will continue until the tenth anniversary of the earlier of the Board or stockholder approval of the 2022 Plan, which is January 10, 2032. Upon the effective date of the 2022 Plan, the Board terminated the 2012 Plan such that no new equity awards will be issued by the 2012 Plan. Option Exchange On April 8, 2024, the Company issued an offer to holders of outstanding stock options to purchase an aggregate of 11,387 shares of the Company’s common stock to exchange their options for a lesser number of new restricted stock units (“RSUs”) to be granted under the 2022 Plan upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units (the “Offer to Exchange”). The Offer to Exchange expired on May 6, 2024. A total of 27 eligible participants participated in the exchange. The Company accepted for exchange options to purchase an aggregate of 10,436 shares of common stock of the Company. All surrendered options were cancelled effective as of the expiration of the Option Exchange, and immediately thereafter, in exchange therefor, the Company granted a total of 5,226 new RSUs under the 2022 Plan. The incremental fair value of the new RSUs that were vested at the issuance date was $ 32 and was immediately expensed. F- 20 Compensation expense for the years ended December 31, 2025 and 2024 includes the portion of awards vested in the periods for all equity-based awards granted, based on the grant date fair value as estimated using a Black-Scholes option valuation model. Grant date fair value for restricted stock units is estimated using the fair value of the Company’s common stock on the date of grant. Grant date fair value for stock options is estimated using a Black-Scholes option valuation model using the weighted-average assumptions in the table below: Years ended December 31, 2025 2024 Expected volatility 66.16 % 68.37 % Dividend yield 0 % 0 % Risk-free interest rate 4.08 % 4.41 % Expected term in years 5.85 5.61 Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company in accordance with authoritative guidance. A summary of the Company’s share option and restricted stock unit activity under its plans is as follows: Options RSUs Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term (In Years) Number of RSUs Weighted Average Grant Date Fair Value per Share Balance as of December 31, 2023 12,777 $ 340.44 7.41 9,637 $ 555.85 Granted 10,621 $ 5.59 21,309 $ 6.67 Released — — ( 10,072 ) $ 344.54 Canceled ( 12,076 ) $ 346.20 ( 650 ) $ 22.64 Balance as of December 31, 2024 11,322 $ 20.79 9.32 20,244 $ 99.58 Granted 9,000 $ 1.22 943,791 $ 1.05 Released — — ( 45,527 ) $ 38.55 Canceled ( 2,625 ) $ 5.36 ( 1,066 ) $ 128.81 Balance as of December 31, 2025 17,697 $ 13.12 8.78 917,422 $ 1.26 Exercisable at December 31, 2025 7,377 $ 27.20 8.43 The weighted-average grant-date fair value of options granted during the years ended December 31, 2025 and 2024 was $ 0.73 and $ 3.95 , respectively. The aggregate intrinsic value of outstanding options at December 31, 2025 was $ 0 . The aggregate intrinsic value is equal to the difference between the exercise price of the underlying option and the fair value of the Company’s common stock for in-the-money options. As of December 31, 2025, total compensation cost not yet recognized related to unvested options was $ 10 , which is expected to be recognized over a weighted-average period of 1.42 years, and total compensation costs not yet recognized related to unvested RSUs was $ 817 , which is expected to be recognized over a weighted-average period of 0.65 years. The following table sets forth stock-based compensation expense recognized for the years ended December 31, 2025 and 2024: Years ended December 31, 2025 2024 Research and development $ 679 $ 1,431 Sales and marketing 124 137 General, and administrative 888 2,277 Total stock-based compensation expense $ 1,691 $ 3,845 At December 31, 2025, there were 348,115 shares available for issuance under the 2022 Plan. F- 21 Warrants IPO Warrants In April 2022, in association with the Company’s initial public offering, the Company granted to The Benchmark Company, LLC and Valuable Capital Limited warrants to purchase a total of 1,200 shares of common stock. The warrants were immediately exercisable at an exercise price of $ 400.00 per share and expire on the fifth anniversary of the commencement of sales under the IPO. The fair value of the warrants on the grant date was $ 220.00 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 62.55 %, dividend yield of 0 %, and risk-free interest rate of 2.92 %. The Company recorded the fair value of these warrants of $ 264 as an issuance cost to additional paid-in capital in 2022. All of the IPO warrants remain outstanding as of December 31, 2025. Registered Offering Warrants In June 2023, in connection with a registered offering of stock, the Company issued warrants to purchase a total of 250,000 shares of common stock (the “Offering Warrants”). The Offering Warrants were exercisable upon issuance and will expire five years from the date of issuance. Per the terms of the Offering Warrants, the exercise price of the Offering Warrants reset on July 16, 2023, to $ 25.168 per share. The fair value of the Offering Warrants on the grant date of $ 3,164 , or $ 12.64 per warrant, was calculated using a Monte-Carlo simulation to estimate the final exercise price, which is considered a Level 3 fair value measurement, using as inputs; the starting value of $24.00 per share, the Company’s VWAP on June 16; an assumed daily distribution of returns; a mean daily return of 5.18 %; a short-term annual volatility of 100 % and a standard deviation of 6.3 %. The model used Black-Scholes to then calculate the estimated fair value of the Offering Warrants, using an estimated time to maturity of 4.9 years, a risk-free interest rate of 3.99 % and a long-term volatility of 60 %. All of the Registered Offering warrants remain outstanding as of December 31, 2025. Convertible Note Warrants In November 2023, in connection with the issuance of the Convertible Notes, the Company issued warrants to purchase a total of 5,625 shares of common stock at an exercise price equal to $ 15.52 per share. The warrants expire five years from the issuance date. The fair value of the warrants on the grant date was $ 10.32 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.89 %, dividend yield of 0 %, and risk-free interest rate of 4.41 %. The Company recorded the fair value of these warrants of approximately $ 58 as an issuance cost to additional paid-in capital in 2023. All of the Convertible Note Warrants remain outstanding as of December 31, 2025. Series A Preferred Stock Warrants On February 20, 2024, in connection with the issuance of Series A Preferred Stock, the Company issued the Series A Warrants to purchase a total of 51,937 shares of common stock at an exercise price equal to $ 4.28 per share. The Series A Warrants are immediately exercisable and expire five years from the date of issuance. The fair value of the Series A Warrants on the grant date was $ 4.88 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.24 %, dividend yield of 0 %, and risk-free interest rate of 4.3 %. The Company recorded the fair value of these warrants of $ 254 to additional paid-in capital in 2024. All of the Series A Preferred Stock warrants remain outstanding as of December 31, 2025. Series B Preferred Stock Warrants On September 5, 2024, in connection with the issuance of Series B Preferred Stock, the Company issued the Series B Warrants to purchase a total of 16,214 shares of common stock at an exercise price equal to $ 4.28 per share. The Series B Warrants are immediately exercisable and expire five years from the date of issuance. The fair value of the Series B Warrants on the grant date was $ 2.25 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 3.5 %. The Company recorded the fair value of these warrants of $ 37 to additional paid-in capital in 2024. All of the Series B Preferred Stock warrants remain outstanding as of December 31, 2025. Inducement Warrants On September 16, 2024, in connection with the 2024 Warrant Inducement, the Company issued Series A New Warrants to purchase a total of 1,222,850 shares of common stock at an exercise price of $ 4.28 per share, which are exercisable for five years after issuance and Series B New Warrants to purchase a total of 1,222,850 shares of common stock at an exercise price of $ 4.28 per share, which are exercisable for three years after issuance. The fair value of the Series A New Warrants on the grant date was $ 5.49 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 3.4 %.The fair value of the Series B New Warrants on the grant date was $ 4.87 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 3.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 3.4 %. The Company recorded the fair value of these warrants to additional paid-in capital in 2024. All of the Series A New Warrants and the Series B New Warrants were exercised as part of the 2025 Warrant Inducement. F- 22 Series C Warrants On March 11, 2025, in connection with 2025 Warrant Inducement, the Company issued new unregistered five-year warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 2,445,700 shares of common stock at an exercise price of $ 1.25 per share and new unregistered three-year warrants (the “Series C-2 Warrants,” and together with the Series C-1 Warrants, the “Series C Warrants”) to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $ 1.25 per share. The Series C Warrants were exercisable upon approval by the Company’s stockholders, which was obtained on September 18, 2025 (the “Approval Date”). The Series C-1 Warrants are exercisable five years from the Approval Date, and the Series C-2 Warrants are exercisable three years from the Approval Date. Pursuant to the 2025 Warrant Inducement, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $ 2,735 . The fair value of the Series C-1 Warrants on the grant date was $ 0.97 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 4.0 %. The fair value of the Series C-2 Warrants on the grant date was $ 0.80 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 3.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 4.0 %. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. The Company recorded the excess of the incremental value of the modified Series A New Warrants and Series B New Warrants and the fair value of the Series C Warrants over the cash proceeds from the exercise of the modified Series A New Warrants and Series B New Warrants as equity offering costs. All of the Series C Warrants remain outstanding as of December 31, 2025. Series D Warrants On March 25, 2025, in connection with a securities purchase agreement, the Company issued warrants to purchase up to 733,500 shares of its common stock at an exercise price of $ 2.00 per share (the “Series D Warrants”), which were exercisable upon issuance, and will expire five years following the date of issuance. The fair value of the Series D Warrants on the grant date was $ 2.72 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 4.1 %. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. All of the Series D Warrants remain outstanding as of December 31, 2025. Series E Warrants Also on March 25, 2025, in connection with a securities purchase agreement, the Company issued warrants to purchase up to 1,271,500 shares of its common stock at an exercise price of $ 2.00 per share (the “Series E Warrants”), which were exercisable upon issuance, and will expire five years following the date of issuance. The fair value of the Series E Warrants on the grant date was $ 2.72 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40 %, dividend yield of 0 %, and risk-free interest rate of 4.1 %. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. All of the Series E Warrants remain outstanding as of December 31, 2025. PIPE Warrants On November 11, 2025, in connection with the PIPE, the Company issued warrants to purchase 2,217,904 shares of its common stock at an exercise price of $ 1.16 per share, with an expiration date of 3 years from the date of issuance (the “PIPE Warrants”). The fair value of the PIPE Warrants on the grant date was $ 0.44 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 3.00 years, expected volatility of 48.80 %, dividend yield of 0 %, and risk-free interest rate of 3.6 %. The Company recorded the fair value of these warrants to additional paid-in capital. All of the PIPE Warrants remain outstanding as of December 31, 2025. 10. Commitments and Contingencies Sales Representative Agreement In April 2020, the Company entered into an Exclusive Sales Representative Agreement, under which the counterparty to the agreement (the “Representative”) received exclusive rights to market, promote, and distribute The Catamaran System in the United States and Puerto Rico. The agreement is for an initial period of five years , and automatically renews for an additional five years unless written notice is given by either party prior to April 27, 2023. The agreement provides for a bonus to be paid to the Representative upon an acquisition or IPO. In May 2021, the Company entered into an Amended and Restated Exclusive Sales Representative Agreement (the “Restated Sales Agreement”). In connection with the amended agreement, the Company paid $ 500 cash and issued 53,757 shares of common stock to the Representative, for which the Company recorded a combined total of $ 880 as sales and marketing expense. In addition, the Representative received anti-dilution protections to maintain ownership of 3.0 % of the fully diluted equity of the Company through the date of an initial public offering. In October 2021, the Company issued 4,445 shares of common stock with a fair value of approximately $ 333 to the Representative in accordance with the anti-dilution provision. In April 2022, the Company issued 31,235 shares of common stock to the Representative in accordance with the anti-dilution provision, fully satisfying the Company’s obligations. F- 23 The Restated Sales Agreement restructured the calculation of the bonus paid to the Representative upon an acquisition, removed the bonus payable upon an IPO, and allows the Company to terminate the Restated Sales Agreement as long as the bonus paid to the Representative is at least $ 6,000 . On October 6, 2022, the Company entered into the Terminating Amended and Restated Exclusive Sales Representative Agreement (the “Termination Agreement”) with the Representative, which terminated the Restated Sales Agreement. In accordance with the Termination Agreement, (i) the Company paid the Representative $ 1,000 in cash; and (ii) the Company agreed to pay the Representative (a) $ 85 per month during the six months after the date of the Termination Agreement in return for efforts by the Representative to transition operations to the Company, (b) 20 % of net sales of the product sold in the United States and Puerto Rico until December 31, 2023 and (c) after December 31, 2023, 10 % of net sales until such time as the aggregate amount paid to the Representative under this clause (c) and clause (b) above equal $ 3,600 . In the event of an acquisition of the Company, the Company will pay the Representative $3,600 less previous amounts paid pursuant to clause (b) and clause (c) above. The Company recorded a charge of $ 1,000 for the payment to the Representative in the fourth quarter of 2022 and expensed the $ 85 per month charges as incurred over the six-month period. For payments under clause (b) and clause (c) above, the Company estimated the fair value of the liability using level 3 hierarchy inputs based on a Monte Carlo simulation of future revenues with a 25 % quarterly estimated standard deviation of growth rates and a 10 % probability of dissolution, discounted at an estimated discount rate of 15.4 %. Based on the Company’s fair value analysis, a total of $ 2,611 was charged to sales and marketing expense in the 2022 statements of operations and comprehensive loss and recorded as accrued commissions in the balance sheets. A reconciliation of the liability under clause (b) and clause (c) for the year ended December 31, 2025 is as follows: Balance at January 1, 2025 $ 2,101 Amounts paid during 2025 ( 323 ) Accretion 58 Balance at December 31, 2025 $ 1,836 Per the terms of the Termination Agreement, the Company ultimately expects to expense $ 3,600 under clause (b) and clause (c). Simultaneously with the execution of the Termination Agreement, the Company entered into a Consulting Agreement dated October 6, 2022, with the Representative (the “Consulting Agreement”). Under the terms and conditions of the Consulting Agreement, the Representative is tasked with organizing, recruiting, training, and coordinating the Company’s Clinical Specialist program, Physician Education program and Sales Education program as more specifically described in the Consulting Agreement. The term of the Consulting Agreement was from October 6, 2022, until October 5, 2023, when it terminated in accordance with the terms of the Consulting Agreement. In consideration for the services to be provided, the Company paid the Representative a base consulting fee of $ 700 per year, payable in monthly instalments, along with additional compensation of $ 62.5 per quarter, if certain sales targets were met, for four quarters; along with any travel and related out-of-pocket expenses incurred by the Representative in connection with the performance of the services. Litigation In the normal course of business, the Company may possibly be named as a defendant in various lawsuits. 11. Concentrations of Risk Credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances at financial institutions located in California. Accounts at the U.S. financial institutions are secured by the Federal Deposit Insurance Corporation. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. The Company grants unsecured credit to its customers based on an evaluation of the customer’s financial condition and a cash deposit is generally not required. Management believes its credit policies do not result in significant adverse risk and historically has not experienced significant credit-related losses. 12. Income Taxes The components of loss before income taxes are as follows: Years ended December 31, 2025 2024 United States $ ( 12,556 ) $ ( 13,673 ) Loss before income taxes $ ( 12,556 ) $ ( 13,673 ) F- 24 The components of current income tax expense are as follows: Years ended December 31, 2025 2024 United States $ — $ — Total income tax expense $ — $ — The Company has elected to prospectively adopt the guidance in ASU 2023-09. The following table contains a reconciliation of the U.S. federal statutory rate of 21 % to the Company’s effective rate for the year ended December 31, 2025 in accordance with the guidance in ASU No. 2023-09: Year ended December 31, 2025 2025 2024 Income tax benefit at U.S. standard rate $ ( 2,637 ) ( 21 )% State and local income taxes, net of federal benefit 64 1 % Changes in valuation allowance 2,190 17 % Nontaxable or nondeductible items: Stock options 376 3 % Other nontaxable or nondeductible differences 15 — Changes in unrecognized tax benefits ( 8 ) — Provision for taxes — — The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09: Year ended December 31, 2024 Statutory rate ( 21 )% State taxes, net of federal benefit ( 5 )% Non-deductible differences 4 % Change in valuation allowance 22 % Provision for taxes — Significant components of the Company’s net deferred tax assets at December 31, 2025 and 2024 are as follows: Years ended December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 13,523 $ 10,803 Credit carryforwards 134 124 Property and equipment — 114 Accruals and reserves 540 689 Stock-based compensation 741 1,274 Intangibles 188 193 Operating lease liability 35 114 Capitalized research and development 480 645 Total deferred tax assets 15,641 13,956 Valuation allowance ( 15,581 ) ( 13,848 ) Net deferred tax assets 60 108 Deferred tax liabilities: Unrecognized tax benefits ( 27 ) ( 2 ) Operating lease right of use ( 33 ) ( 106 ) Total deferred tax liabilities ( 60 ) ( 108 ) Net deferred tax assets $ — — F- 25 In assessing the realizability of deferred tax assets at December 31, 2025, management considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized, and determined that a valuation allowance was required for those deferred tax assets that are not expected to provide future tax benefits. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At December 31, 2025, the Company has available net operating loss carryforwards of approximately $ 54,145 for federal income tax purposes, of which approximately $ 53,923 was generated after 2017 and can be carried forward indefinitely under the Tax Cuts and Jobs Act. The remaining federal net operating loss of approximately $ 222 , which was generated prior to 2018, will start to expire in 2034 if not utilized. At December 31, 2025, the net operating loss carryforwards for state purposes are approximately $ 32,750 and will begin to expire in 2032 if not utilized. The Company had credit carryforwards of approximately $ 110 for federal income tax purposes. The federal tax credits will begin to expire in 2041. The Company also had credit carryforwards of approximately $ 30 for California income tax purposes. These credits have no expiration. The Company has not completed a study to determine whether any ownership change per the provisions of Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions, has occurred; however, it believes that, given the equity transactions undertaken, such a change has most likely occurred. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Utilization of the Company’s net operating loss and income tax credit carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future. These ownership changes may limit the amount of the net operating loss and income tax credit carryover that can be utilized annually to offset future taxable income. Uncertain tax positions In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50 % likelihood of being sustained. The following shows the changes in the gross amount of recognized tax benefits: Years ended December 31, 2025 2024 Unrecognized tax benefits, beginning of year $ 44 $ 79 Increases related to prior year tax positions — — Decreases related to prior year tax positions ( 10 ) ( 35 ) Increases related to current year tax positions — — Unrecognized tax benefits, end of year $ 34 $ 44 The Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying statements of operations and comprehensive loss. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. Due to the full valuation allowance at December 31, 2025, current adjustments to the unrecognized tax benefit will have no impact on our effective income tax rate. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. As a result of the Company’s net operating loss and credit carryforwards, all of its years are subject to federal and state examination. F- 26 13. Reportable Segment The Company operates in one reportable business segment: the SI Joint segment. The SI Joint segment derives revenue from the sale of the Catamaran System and the SImmetry SI Joint Fusion System for treatment of the most common types of SI Joint disorders that cause lower back pain. The accounting policies of the SI Joint segment are the same as those described in the summary of significant accounting principles in Note 2. The chief operating decision maker, which is the Company’s senior executive committee that includes the chief executive officer, the chief financial officer and the chief technology officer, assesses the performance of the SI Joint segment and decides how to allocate resources based on net income which is reported in the statements of operations and comprehensive loss as net loss. The measure of segment assets is reported on the balance sheet as total assets. The chief operating decision maker uses net loss to evaluate income generated from segment assets in deciding whether to continue investing in the segment. Net loss is used to monitor budget versus actual results, to prepare operating budgets, and to assess the performance of the segment and in establishing management compensation. The Company does not have intra-entity sales or transfers. The following table presents selected financial information for the Company’s single business segment for the years ended December 31, 2025 and 2024: Years ended December 31, 2025 2024 Revenue $ 3,944 $ 3,277 Less: Cost of sales 1,586 1,566 Sales and marketing 6,026 5,109 Research and development 2,149 2,603 General and administrative 6,975 7,765 Other expenses, net 236 93 Net loss $ ( 12,556 ) $ ( 13,673 ) 14. Subsequent Events Convertible Promissory Notes On March 11, 2026, the Company entered into securities purchase agreements with certain accredited investors, pursuant to which the Company agreed to issue and sell in a private placement an aggregate principal amount of approximately $ 5.2 million 20 % original issue discount senior convertible promissory notes (the “Convertible Promissory Notes”) for aggregate gross proceeds of approximately $ 4.3 million before deducting fees and expenses of the placement agent. The Convertible Promissory Notes have a maturity date of September 11, 2026 , which, at the option of the Company, can be extended until December 11, 2026. Following the six month anniversary of the issuance date, the Convertible Promissory Notes will be convertible at any time at the option of the holder into shares of the Company’s common stock at a conversion price per share equal to the greater of 80 % of the VWAP for the 3 trading days immediately prior to the date of conversion and $ 0.1567 , subject to adjustment for stock splits and pro rata distributions as provided in the Convertible Promissory Notes. If the maturity date of the Convertible Promissory Notes is extended, the outstanding principal amount will be increased by 5 %. Any prepayment of the Convertible Promissory Notes will be prepaid at 102.5 % of the principal prepayment. In addition, the Company is required to prepay the Convertible Promissory Notes from 15% of the net proceeds it may receive from future securities financing transactions less certain amount attributable to the original issue discount. F- 27 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None.