Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

December 21, 2023

TENON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41364	45-5574718
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

104 Cooper Court
Los Gatos, CA		95032
(Address of principal executive offices)		(Zip Code)

(408) 649-5760

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	TNON	The Nasdaq Stock Market LLC
Warrants	TNONW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Tenon Medical Inc. (the “Company”) convened its virtual Special Stockholders Meeting (the “Meeting”) on December 21, 2023 at 10:30 a.m. Pacific Time. A quorum was present for the Meeting.

At the Meeting, four proposals were submitted to the stockholders for approval as set forth in the definitive Proxy Statement as filed with the Securities and Exchange Commission on November 22, 2023. As of the record date, November 9, 2023, a total of 2,471,046 shares of common stock of the Company (“Common Stock”) were issued and outstanding and entitled to vote. The Common Stock constitutes all of the securities of the Company entitled to vote at the Meeting. The holders of record of 1,493,503 shares of Common Stock were present in person or represented by proxy at said meeting. Such amounts represented approximately 60.44% of the Common Stock entitled to vote at such meeting.

At the Meeting, the stockholders approved Proposals 1, 3 and 4 but did not approve Proposal 2. The votes on the proposals were cast as set forth below:

1. Proposal No. 1 – To consider and vote on a proposal to approve, for purposes of Nasdaq Listing Rule 5635(d) and Nasdaq Listing Rule 5635(b), the issuance of the maximum number of shares of our common stock issuable under the terms of Series A Preferred Stock and Warrants to be issued by the Company to investors;

For		Against		Abstain
938,808		35,310		11,668

2. Proposal No. 2 – To consider and vote on a proposal to approve an amendment (the “Blank Check Preferred Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to expressly vest in the Board of Directors of the Company (the “Board”) the authority to issue the preferred stock with powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof as the Board;

For		Against		Abstain
903,573		65,526		16,687

3. Proposal No. 3 – To consider and vote on a proposal to approve an amendment (the “Reverse Stock Split Amendment”) to the Certificate of Incorporation to provide for a reverse stock split (the “Reverse Stock Split”) of the Common Stock, that will be at a ratio ranging from one for two (1:2) to one for fifty (1:50) (the “Split Ratio Range”), the final determination of which shall be determined by the Board; and

For		Against		Abstain
1,378,827		114,415		5,261

4. Proposal No. 4 – To consider and vote on the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies.

For		Against		Abstain
1,356,229		127,140		10,132

Item 8.01 Other Events.

On December 22, 2023, Tenon Medical Inc. (the “Company”) announced that the Company’s Special Meeting of Stockholders, originally scheduled held on December 21, 2023, at 10:30 a.m. Pacific Time, has been adjourned to allow for additional time for stockholders to vote on Proposal 2, the approval of an amendment to the Certificate of Incorporation. The meeting has been scheduled to reconvene on January 8, 2024, at 1:30 p.m., Pacific Time, in virtual-only format at https://www.viewproxy.com/tenonmedicalsm/2023/HTYPE.ASP.

During the period of the adjournment, the Company will continue to solicit proxies from its stockholders with respect to Proposal 2 set forth in the Company’s proxy statement. The approval needed for Proposal 2 is the majority of outstanding shares of Common Stock of the Company.

A copy of the Company’s press release dated December 22, 2023, titled “Tenon Medical, Inc. Announces Adjournment of Special Meeting of Stockholders.” is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated as of December 22, 2023
104		Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 26, 2023	TENON MEDICAL, INC.

	By:	/s/ Steven M. Foster
	Name:	Steven M. Foster
	Title:	Chief Executive Officer and President

Exhibit 99.1

Tenon Medical, Inc. Announces Adjournment of Special Meeting of Stockholders
	Tenon Medical, Inc.

Meeting adjourned to Monday, January 8, 2024 at 1:30pm Pacific Time

LOS GATOS, CA / ACCESSWIRE / December 22, 2023 / Tenon Medical, Inc. (“Tenon” or the “Company”) (NASDAQ:TNON), a company transforming care for patients suffering with certain sacroiliac joint disorders, today announced that the December 21, 2023 Special Meeting of Stockholders was adjourned to January 8, 2024 at 1:30pm Pacific Time to provide additional time to obtain stockholders’ votes on Proposal 2, approval of an amendment of the Certificate of Incorporation. For additional information, please refer to the proxy statement previously filed by the Company with the Securities and Exchange Commission (“SEC”) on November 22, 2023.

Importantly, the record date for the stockholders to vote at the Special Meeting remains the close of business on November 9, 2023 (the “Record Date”). Stockholders who have previously submitted their proxy or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the Record Date can vote, even if they have subsequently sold their shares.

Tenon’s Board of Directors recommends you vote in support of Proposal 2. Since Proposal 2 requires an affirmative vote of a majority of the outstanding shares for passage, by not responding with your vote you are essentially opposing this proposal. Therefore, we urge our stockholders who have not yet executed their vote to please do so.

You may use one of the options below to ensure that your vote is promptly recorded in time for the Special Meeting:

	●	VOTE BY TOUCH-TONE PHONE: You may cast your vote by calling the toll-free number on the proxy card enclosed with the proxy materials previously mailed to you. Follow the instructions on your proxy card to cast your vote.

	●	VOTE VIA THE INTERNET: You may cast your vote by logging onto the website identified on the proxy card enclosed with the proxy materials previously mailed to you and by following the instructions on the screen.

●

VOTE BY MAIL: You may cast your vote by mail by completing, signing, dating, and mailing the proxy card enclosed with the proxy material previously mailed to you in the prepaid postage return envelope also provided.

About Tenon Medical, Inc.

Tenon Medical, Inc., a medical device company formed in 2012, has developed The Catamaran® SI Joint Fusion System that offers a novel, less invasive approach to the SI joint using a single, robust titanium implant. The system features the Catamaran® Fixation Device which passes through both the axial and sagittal planes of the ilium and sacrum, stabilizing and transfixing the SI Joint along its longitudinal axis. The angle and trajectory of the Catamaran surgical approach is also designed to provide a pathway away from critical neural and vascular structures and into the strongest cortical bone. Since the national launch of the Catamaran SI Joint Fusion System in October 2022 Tenon is focused on three commercial opportunities with its System in the SI Joint market which includes: 1) Primary SI Joint procedures, 2) Revision procedures of failed SI Joint implants and 3) SI Joint fusion adjunct to a spine fusion construct. For more information, please visit https://www.tenonmed.com/.

The Tenon Medical logo, Tenon Medical and Catamaran are registered trademarks of Tenon Medical, Inc.

Forward Looking Statements

This press release contains “forward-looking statements,” which are statements related to events, results, activities or developments that Tenon expects, believes or anticipates will or may occur in the future. Forward-looking often contains words such as “intends,” “estimates,” “anticipates,” “hopes,” “projects,” “plans,” “expects,” “seek,” “believes,” “see,” “should,” “will,” “would,” “target,” and similar expressions and the negative versions thereof. Such statements are based on Tenon’s experience and perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances, and speak only as of the date made. Forward-looking statements are inherently uncertain and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 on file with the Securities and Exchange Commission at www.sec.gov, particularly the information contained in the section entitled “Risk Factors”. We undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise unless required by law.

IR Contact:

Shannon Devine / Rory Rumore
203-741-8811
MZ North America
tenon@mzgroup.us

Cover	Dec. 21, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 21, 2023
Entity File Number	001-41364
Entity Registrant Name	TENON MEDICAL, INC.
Entity Central Index Key	0001560293
Entity Tax Identification Number	45-5574718
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	104 Cooper Court
Entity Address, City or Town	Los Gatos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95032
City Area Code	408)
Local Phone Number	649-5760
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TNON
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	TNONW
Security Exchange Name	NASDAQ