false 0001560293 0001560293 2024-08-23 2024-08-23 0001560293 TNON:CommonStockParValue0.001PerShareMember 2024-08-23 2024-08-23 0001560293 TNON:WarrantsMember 2024-08-23 2024-08-23 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):  

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

 

On August 23, 2024, Tenon Medical, Inc. (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated August 23, 2024, notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000. In the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, the Company reported stockholders’ equity of $832,000, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). In addition, the Company does not currently meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations.

 

Under Nasdaq rules, the Company has 45 calendar days to submit a plan or regain compliance, however the Notice provides the Company until October 7, 2024 to submit a plan or regain compliance with the minimum stockholders’ equity standard. If the Company’s plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for the Company to regain compliance.

 

The Company is presently evaluating various courses of action to regain compliance and intends to timely submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule 5550(b)(1). However, there can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance and maintain its listing on The Nasdaq Capital Market. If the Company fails to submit a plan to regain compliance with the minimum stockholders’ equity standard, or the Company’s plan is not accepted, or if Nasdaq grants an extension but the Company does not regain compliance within the extension period, Nasdaq will provide notice that the Company’s securities will become subject to delisting. In such event, Nasdaq rules permit the Company to request a hearing before an independent Hearings Panel which has the authority to grant the Company an additional extension of time of up to 180 calendar days to regain compliance.

 

The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and does not affect the Company’s business, operations, or reporting requirements with the Securities and Exchange Commission.

 

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: August 26, 2024 TENON MEDICAL, INC.
     
  By: /s/ Steven M. Foster
  Name:  Steven M. Foster
  Title: Chief Executive Officer and President

 

 

2

 

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Aug. 23, 2024
Document Type 8-K
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Document Period End Date Aug. 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
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Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
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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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