false 0001560293 0001560293 2024-03-25 2024-03-25 0001560293 TNON:CommonStockParValue0.001PerShareMember 2024-03-25 2024-03-25 0001560293 TNON:WarrantsMember 2024-03-25 2024-03-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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):  

March 25, 2024

 

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
Identification No.)
of incorporation)    

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) Appointment of Board Member

 

On March 25, 2024, the Board of Directors (the “Board”) of Tenon Medical, Inc. (the “Company”) appointed Kristine Jacques as a member of the Board effective as of March 25, 2024.

 

There are no arrangements or understandings between Ms. Jacques and any other person pursuant to which she was appointed as a director. In addition, there are no transactions involving Ms. Jacques that are reportable under Item 404(a) of Regulation S-K. The Company has not entered into any material plan, contract or arrangement in connection with Ms. Jacques’ appointment to the Board.

 

Item 8.01. Other Events.

 

On March 28, 2024, the Company issued a press release announcing the appointment of Ms. Jacques to the Board. The Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information set forth under this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

   

Exhibit   Description
99.1   Press Release dated as of March 28, 2024
104   Cover Page Interactive Data File (formatted in Inline XBRL).

 

1

 

 

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: March 29, 2024 TENON MEDICAL, INC.
     
  By: /s/ Steven M. Foster
  Name: Steven M. Foster
  Title: Chief Executive Officer and President

 

 

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