false 0001560293 0001560293 2024-07-23 2024-07-23 0001560293 TNON:CommonStockParValue0.001PerShareMember 2024-07-23 2024-07-23 0001560293 TNON:WarrantsMember 2024-07-23 2024-07-23 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):  

July 23, 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On July 23, 2024, Tenon Medical, Inc., a Delaware corporation (the “Company”), held its virtual 2024 Annual Stockholders Meeting (the “Meeting”).

 

As of the close of business on June 3, 2024, the record date for the determination of stockholders entitled to vote at the Meeting, there were 6,348,000 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At the Meeting, the combined holders of 3,639,345 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 57.33% of the outstanding voting shares, and thereby a quorum pursuant to the Delaware General Corporation Law and the bylaws of the Company was present for the transaction of business at the Meeting.

 

The final results for each of the matters considered at the Meeting were as follows:

 

1.Election of the seven nominees to the Board of Directors of the Company:

 

Name   Votes For   Withheld   Broker Non-Votes
Richard Ferrari   2,401,226   35,492   1,202,627
Steven Foster   2,414,743   21,975   1,202,627
Richard Ginn   2,406,883   29,835   1,202,627
Stephen Hochschuler, MD   2,412,845   23,873   1,202,627
Ivan Howard   2,384,482   52,236   1,202,627
Kristine Jacques   2,416,095   20,623   1,202,627
Robert Weigle   2,383,773   52,945   1,202,627

 

Each director nominee was elected to serve as a director until the Company’s 2025 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

 

2.Approval of the terms of (i) our Series B Preferred Stock, (ii) the warrants to be issued on the issuance date of our Series B Preferred Stock and (iii) the amendment to the terms of our Series A Preferred Stock to decrease the amount of the conversion price thereof, in each case, to comply with Listing Rule 5635(d) of The Nasdaq Stock Market LLC:

     

Votes For   Votes Against   Abstentions   Broker Non-Votes
2,391,579   45,130   8   1,202,628

 

The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

3.Approval of amendments to the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to (i) increase the total number of shares of the Company’s common stock subject to the 2022 Plan by 1,100,000 shares and (ii) permit the issuance of equity awards to individuals and legal entities:

     

Votes For   Votes Against   Abstentions   Broker Non-Votes
2,318,386   117,137   1,195   1,202,627

 

The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

4.Ratification of the selection by the Board of Directors of the Company of Haskell & White LLP as its independent auditor for the fiscal year ending December 31, 2024:

     

Votes For   Votes Against   Abstentions
3,609,093   11,604   18,648

 

The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

  5. Approval of adjourning the Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of the proposals listed above at the time of the Meeting:

     

Votes For   Votes Against   Abstentions
2,720,153   141,255   777,935

 

The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

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: July 25, 2024 Tenon Medical, Inc.
     
  By: /s/ Steven M. Foster
  Name:  Steven M. Foster
  Title: Chief Executive Officer and President

 

 

2

 

 

v3.24.2
Cover
Jul. 23, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 23, 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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