false 0001560293 0001560293 2024-09-09 2024-09-09 0001560293 TNON:CommonStockParValue0.001PerShareMember 2024-09-09 2024-09-09 0001560293 TNON:WarrantsMember 2024-09-09 2024-09-09 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):

September 9, 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
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On September 9, 2024, Tenon Medical, Inc. (the “Company”) received a letter from the listing qualifications staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) providing notification that the Company does not currently meet the minimum 500,000 publicly held shares requirement pursuant to Nasdaq Listing Rule 5550(a)(4) (the “Minimum Float Requirement”). As a result of the 1-for-8 reverse stock split of the Company’s common stock on September 6, 2024, the aggregate number of the Company’s outstanding shares of common stock was reduced from 4,081,767 shares on a pre-reverse-split basis to a total of 510,221 shares outstanding on a post-reverse split basis, with 490,364 of such shares currently qualifying as publicly held shares for purposes of the Minimum Float Requirement. The Staff has given us until October 24, 2024, to provide the Staff with a specific plan to regain compliance of the Minimum Float Requirement.

 

The Company expects to regain compliance with the Minimum Float Requirement in September through the consummation of a public offering of its common stock pursuant to its Registration Statement on Form S-1 (No. 333-281531), originally filed on August 14, 2024.

 

The Nasdaq notification has no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market.

 

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: September 11, 2024 TENON MEDICAL, INC.
     
  By: /s/ Steven M. Foster
  Name:  Steven M. Foster
  Title: Chief Executive Officer and President

 

2

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Cover
Sep. 09, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 09, 2024
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
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