Form DEFR14A - Revised definitive proxy soliciting materials
July 15 2024 - 3:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment
No. 2)
Filed by the
Registrant |
|
☒ |
Filed by a party other
than the Registrant |
|
☐ |
Check
the appropriate box:
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, For Use of the Commission Only (As
Permitted by Rule 14a-6(e)(2)) |
☒ |
Definitive Proxy Statement |
☐ |
Definitive Additional Materials |
☐ |
Soliciting Material under Rule 14a-12 |
TENON
MEDICAL, INC.
(Name
of Registrant as Specified in its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☐ |
Fee paid previously with
preliminary materials. |
☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
TENON
MEDICAL, INC.
104 Cooper Ct.
Los Gatos, CA 95032
(408) 649-5760
www.tenonmed.com
July
15, 2024
AMENDMENT TO THE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
TENON MEDICAL, INC.
TO BE HELD ON TUESDAY, JULY 23, 2024
This amendment, dated July 15, 2024 (this “Amendment”),
amends and supplements the definitive proxy statement on Schedule 14A, filed by Tenon Medical, Inc. (the “Company”) with the
Securities and Exchange Commission on June 13, 2024 (as it may be amended, supplemented or otherwise modified from time to time, the “Proxy
Statement”). Terms used in this Amendment that are not defined have the meaning given to them in the Proxy Statement. Except as
described in this Amendment, the information provided in the Proxy Statement is not amended, supplemented or otherwise modified. THIS
AMENDMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
This Amendment amends the Proxy Statement to correct
an inadvertent error in the Proxy Statement regarding the liquidation preference to be provided to holders of the Company’s Series
B Preferred Stock when issued.
The first sentence under the heading “Proposal 2 Approval of the Nasdaq
Compliance Proposal-- Summary of Terms of the Series B Preferred Stock and Series B Warrants—Series B Preferred Stock--Liquidation”
is amended by including the following underlined parenthetical as set forth below:
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 capital stock of the Company (other than the Company’s Series A Preferred Stock, which shall receive any distributions
or payments on a pari passu basis with the Series B Preferred Stock), 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.
Section
5(a) of the Form of Certificate of Designations, Rights Preferences of the Series B Preferred Stock set
forth in Annex A of the Proxy Statement is amended by including the following underlined parenthetical as set forth below:
(a) Upon any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or
any other class or series of capital stock of the Corporation (other than the Corporation’s Series A Preferred Stock, which shall
receive any distributions or payments pursuant to this Section 5 on a pari passu basis with the Series B Preferred Stock), the holders
of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation legally available
for distribution to its stockholders, a per share liquidation preference equal to the greater of (x) the aggregate of the Stated Values
of the Series B Preferred Stock and (y) the amount that would be paid to the holders of the Series B Preferred Stock (including any accrued
and unpaid dividends thereon) if, prior to such voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the
Series B Preferred Stock had been converted into shares of Common Stock pursuant to Section 9 and the Common Stock that has accrued
thereon had been issued. In the event that, upon such voluntary or involuntary liquidation, dissolution, or winding up, the available
assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series
B Preferred Stock, then the holders of the Series B Preferred Stock shall share ratably in any such distribution of assets in proportion
to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or
involuntary liquidation, dissolution, or winding up of the Corporation, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall be given within ten (10) days of the date the Board of
Directors approves such action, or no later than twenty (20) days of any stockholders’ meeting called to approve such action, or
within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, , to each record holder of shares of
Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Stock
will have no right or claim to any of the remaining assets of the Corporation.
2
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