[10-Q] Tenon Medical, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Tenon Medical, Inc. reported quarterly revenue of $564,000 and six‑month revenue of $1.29 million, down from $901,000 and $1.62 million a year earlier, driven by fewer procedures using The Catamaran System. Gross profit fell and margins compressed, while the company recorded a net loss of $2.769 million for the quarter and $6.385 million for the six months, contributing to an accumulated deficit of $75.1 million. Cash and cash equivalents totaled $7.846 million at June 30, 2025, bolstered by $6.2 million of net financing in the first half of 2025.

Management discloses substantial doubt about the company’s ability to continue as a going concern for the next 12 months and plans to seek additional capital. Subsequent events include the acquisitions of SImmetry (closed Aug 1, 2025) and SIMPL (closed Aug 4, 2025), which transfer IP and product assets for cash, shares and royalty arrangements; the transactions also include executive hires with equity compensation. The company reported a material weakness in internal controls related to segregation of duties.

Positive

• Cash position strengthened to $7.846 million at June 30, 2025, after H1 2025 financings providing near‑term liquidity
• Closed two asset acquisitions (SImmetry and SIMPL) that add intellectual property and product assets to expand the company’s SI and sacropelvic offerings
• Raised $6.2 million net in the first half of 2025 through registered direct offerings and warrant exercises, increasing financing flexibility
• FDA clearance (2018) for The Catamaran System and national commercial launch in October 2022 provide an existing regulatory and go‑to‑market foundation

Negative

• Revenue decline: Q2 revenue fell to $564K (down 37% vs prior year quarter) and six‑month revenue fell 20% year‑over‑year, driven by fewer procedures
• Persistent losses and cash burn: Net loss of $2.769M for the quarter and $6.385M for six months; accumulated deficit of $75.1M
• Going concern: Management states substantial doubt about the ability to continue as a going concern for the next 12 months without additional financing
• Potential dilution and contingent obligations: Large outstanding warrants, preferred convertible shares, and acquisition consideration that includes stock and contingent royalties
• Material weakness in internal controls due to insufficient segregation of duties, which the company is attempting to remediate

Insights

Financial Analyst

TL;DR: Declining top line and persistent operating losses create near‑term liquidity pressure despite financings.

The company’s revenue declined 20% year‑over‑six months and 37% year‑over‑quarter, while operating expenses remain high, producing a six‑month net loss of $6.385M. Cash of $7.846M provides runway but management explicitly states existing funds are not sufficient for the next 12 months without additional financing. The firm raised $6.2M in H1 2025, including warrant exercises and registered direct offerings, which helped cash but also increased potential dilution given outstanding warrants (~5.96M Series C/D/E and other warrants) and convertible preferred shares convertible into common stock. The disclosed material weakness in controls increases execution risk on reporting and capital raises.

M&A Specialist

TL;DR: August asset acquisitions expand IP and product portfolio but carry contingent royalties and equity considerations.

Tenon closed the SImmetry acquisition (Aug 1, 2025) and the SIMPL acquisition (Aug 4, 2025), acquiring IP and product lines intended to broaden sacropelvic and posterior SI implant offerings. SImmetry consideration includes $750,000 cash, 710,300 shares (473,533 escrowed for one year), and royalties of 15% (year one) then 10% (years 2–5) subject to a $5.0M cap plus contingent deferred cash up to ~$1.3M tied to warrant exercises and milestone stock issuances. SIMPL consideration is a royalty structure (30% declining to 20% if aggregate royalties exceed $20.0M) with an option to settle up to 33.3% of quarterly royalties in stock. These deals are growth‑oriented and IP‑accretive but introduce royalty burdens and equity issuance risk that may affect margins and capitalization.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM  _________ to __________

COMMISSION FILE NUMBER 001-41364

TENON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		45-5574718
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
104 Cooper Court Los Gatos, CA  95032		(408) 649-5760
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes  ☐   No ☒

As of August 13, 2025, the registrant had a total of 8,879,220 shares of its common stock, par value $0.001 per share, issued and outstanding.

INDEX

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements (unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations and Comprehensive Loss	2
	Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity	3
	Condensed Statements of Cash Flows	5
	Notes to Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II. OTHER INFORMATION		21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		23

i

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

● Our ability to effectively operate our business segments;

● Our ability to manage our research, development, expansion, growth and operating expenses;

● Our ability to evaluate and measure our business, prospects and performance metrics;

● Our ability and our national distributor’s ability to compete, directly and indirectly, and succeed in the highly competitive medical devices industry;

● Our ability to respond and adapt to changes in technology and customer behavior; and

● Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.

ii

PART I – FINANCIAL INFORMATION

ITEM 1. Condensed Financial Statements (Unaudited)

Tenon Medical, Inc.

Condensed Balance Sheets (Unaudited)

(In thousands, except share data)

		June 30,				December 31,
		2025				2024
ASSETS
Current assets:
Cash and cash equivalents		$	7,846			$	6,535
Accounts receivable, net			770				863
Inventory, net			688				606
Prepaid expenses and other current assets			580				206
Total current assets			9,884				8,210
Property and equipment, net			842				752
Deposits			51				51
Operating lease right-of-use asset			268				399
Deferred offering costs			69				431
TOTAL ASSETS		$	11,114			$	9,843
Liabilities and Stockholders’ EQUITY
Current liabilities:
Accounts payable		$	894			$	369
Accrued expenses			1,108				910
Current portion of accrued commissions			271				303
Current portion of operating lease liability			290				287
Total current liabilities			2,563				1,869
Accrued commissions, net of current portion			1,838				1,862
Operating lease liability, net of current portion			—				141
Total liabilities			4,401				3,872
Commitments and contingencies (Notes 7 and 9)
Stockholders’ equity:
Series A convertible preferred stock, $0.001 par value; 4,500,000 shares authorized at June 30, 2025 and December 31, 2024; 256,968 shares issued and outstanding at June 30, 2025 and December 31, 2024			3,300				3,300
Series B convertible preferred stock, $0.001 par value; 491,222 shares authorized at June 30, 2025 and December 31, 2024; 86,454 shares issued and outstanding at June 30, 2025 and December 31, 2024			452				452
Common stock, $0.001 par value; 130,000,000 shares authorized at June 30, 2025 and December 31, 2024; 7,592,217 and 3,138,804 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively			8				3
Additional paid-in capital			78,084				70,962
Accumulated deficit			(75,131	)			(68,746	)
Total stockholders’ equity			6,713				5,971
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	11,114			$	9,843

The accompanying notes are an integral part of these condensed financial statements.

1

Tenon Medical, Inc.

Condensed Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except per share data)

		Three Months Ended June 30,								Six Months Ended June 30,
		2025				2024				2025				2024
Revenue		$	564			$	901			$	1,290			$	1,620
Cost of sales			319				431				722				680
Gross Profit			245				470				568				940
Operating Expenses
Research and development			503				708				1,194				1,377
Sales and marketing			1,119				1,448				2,766				2,829
General and administrative			1,480				2,186				3,142				4,112
Total Operating Expenses			3,102				4,342				7,102				8,318
Loss from Operations			(2,857	)			(3,872	)			(6,534	)			(7,378	)
Other Income (Expense)
Gain on investments			88				39				149				66
Interest expense			—				—				—				(34	)
Other income (expense), net			—				7				—				(56	)
Total Other Income (Expense), net			88				46				149				(24	)
Net Loss		$	(2,769	)		$	(3,826	)		$	(6,385	)		$	(7,402	)
Net Loss Per Share of Common Stock
Basic and diluted		$	(0.36	)		$	(8.16	)		$	(1.14	)		$	(17.92	)
Weighted-Average Shares of Common Stock Outstanding
Basic and diluted			7,591				469				5,605				413
Consolidated Statements of Comprehensive Loss:
Net loss		$	(2,769	)		$	(3,826	)		$	(6,385	)		$	(7,402	)
Foreign currency translation adjustment			—				—				—				46
Total comprehensive loss		$	(2,769	)		$	(3,826	)		$	(6,385	)		$	(7,356	)

The accompanying notes are an integral part of these condensed financial statements.

2

Tenon Medical, Inc.

Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Unaudited)

(In thousands, except share data)

Three months ended June 30, 2025 and 2024:

		Series A Convertible Preferred Stock								Series B Convertible Preferred Stock								Common Stock								Additional Paid-In				Accumulated
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance at March 31, 2025			256,968			$	3,300				86,454			$	452				7,589,965			$	8			$	77,978			$	(72,362	)		$	9,376
Stock-based compensation expense			—				—				—				—				—				—				417				—				417
Release of restricted stock units			—				—				—				—				2,252				—				—				—				—
Deferred financing costs			—				—				—				—				—				—				(311	)			—				(311	)
Net loss			—				—				—				—				—				—				—				(2,769	)			(2,769	)
Balance at June 30, 2025			256,968			$	3,300				86,454			$	452				7,592,217			$	8			$	78,084			$	(75,131	)		$	6,713
Balance at March 31, 2024			256,968			$	3,300				—				—				465,872				—				58,973				(58,649	)		$	3,624
Stock-based compensation expense			—				—				—				—				—				—				1,034				—				1,034
Release of restricted stock units			—				—				—				—				6,732				—				—				—				—
Net loss			—				—				—				—				—				—				—				(3,826	)			(3,826	)
Balance at June 30, 2024			256,968			$	3,300				—			$	—				472,604			$	—			$	60,007			$	(62,475	)		$	832

3

Six months ended June 30, 2025 and 2024:

		Series A Convertible Preferred Stock								Series B Convertible Preferred Stock								Common Stock								Additional Paid-In				Accumulated				Accumulated Other Comprehensive
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Loss				Total
Balance at December 31, 2024			256,968			$	3,300				86,454			$	452				3,138,804			$	3			$	70,962			$	(68,746	)		$	—			$	5,971
Stock-based compensation expense			—				—				—				—				—				—				1,289				—				—				1,289
Issuance of common stock, pre-funded warrants and warrants under inducement agreement, net of issuance costs			—				—				—				—				2,445,700				3				2,732				—				—				2,735
Issuance of common stock, prefunded warrants, and warrants, net of issuance costs			—				—				—				—				2,005,000				2				3,522				—				—				3,524
Release of restricted stock units			—				—				—				—				2,713				—				—				—				—				—
Deferred financing costs			—				—				—				—				—				—				(421	)			—				—				(421	)
Net loss			—				—				—				—				—				—				—				(6,385	)							(6,385	)
Balance at June 30, 2025			256,968			$	3,300				86,454			$	452				7,592,217			$	8			$	78,084			$	(75,131	)		$	—			$	6,713
Balance at December 31, 2023			—				—				—				—				325,039				—				55,897				(55,073	)			(46	)			778
Stock-based compensation expense			—				—				—				—				—				—				2,052												2,052
Issuance of common stock, net of issuance costs			—				—				—				—				140,430				—				1,804												1,804
Issuance of Series A preferred stock and warrants, net of issuance costs			256,968				3,300				—				—				—				—				254				—				—				3,554
Release of restricted stock units			—				—				—				—				7,135				—				—				—				—				—
Other comprehensive income			—				—				—				—				—				—				—				—				46				46
Net loss			—				—				—				—				—				—				—				(7,402	)							(7,402	)
Balance at June 30, 2024			256,968			$	3,300				—			$	—				472,604			$	—			$	60,007			$	(62,475	)		$	—			$	832

The accompanying notes are an integral part of these condensed financial statements.

4

Tenon Medical, Inc.

Condensed Statements of Cash Flows (Unaudited)

(In thousands)

		Six Months Ended June 30,
		2025				2024
Cash Flows from Operating Activities
Net loss		$	(6,385	)		$	(7,402	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense			1,289				2,052
Depreciation and amortization			90				189
Provision for credit losses on accounts receivable			—				46
Amortization of operating right-of-use asset			131				121
Increase (decrease) in cash resulting from changes in:
Accounts receivable			93				(207	)
Inventory			(70	)			(55	)
Prepaid expenses and other assets			(374	)			(442	)
Accounts payable			525				678
Accrued expenses			142				385
Operating lease liability			(138	)			(123	)
Net cash used in operating activities			(4,697	)			(4,758	)
Cash Flows from Investing Activities
Purchases of property and equipment			(192	)			(119	)
Cash used in investing activities			(192	)			(119	)
Cash Flows from Financing Activities
Gross proceeds from issuance of common stock, prefunded warrants and warrants			4,010				—
Gross proceeds from issuance of common stock, prefunded warrants and warrants under inducement agreement			3,057				—
Proceeds from issuance of Series A convertible preferred stock			—				2,605
Proceeds from issuance of common stock			—				1,990
Offering costs			(867	)			(224	)
Net cash provided by financing activities			6,200				4,371
Effect of foreign currency translation on cash flow			—				46
Net Increase (Decrease) in Cash and Cash Equivalents			1,311				(460	)
Cash and Cash Equivalents at Beginning of Period			6,535				2,428
Cash and Cash Equivalents at End of Period		$	7,846			$	1,968
Supplemental Disclosures of Cash Flow Information
Non-cash investing and financing activities:
Warrant modification costs		$	1,402				—
Preferred stock issued upon conversion of debt and accrued interest		$	—				1,186
Reclassification of deferred offering costs to additional paid-in capital		$	421				130

The accompanying notes are an integral part of these condensed financial statements.

5

Notes to Condensed Financial Statements (unaudited)
(in thousands, except share and per-share data)

1.  Organization and Business

Nature of operations

Tenon Medical, Inc. (the “Company”) was incorporated in the State of Delaware on June 19, 2012 and was headquartered in San Ramon, California until June 2021 when it relocated to Los Gatos, California. The Company is a medical device company dedicated to transforming care for patients with sacroiliac joint (the “SI Joint”) disorders that has developed The Catamaran™ SI Joint Fusion System (“The Catamaran System”) that offers a novel, less invasive approach to the SI Joint using a single, robust, titanium implant for treatment of the most common types of SI Joint disorders that cause lower back pain. The Company received U.S. Food and Drug Administration (“FDA”) clearance in 2018 for The Catamaran System and is currently focused on the US market. Since the national launch of The Catamaran System in October 2022, the Company is focused on three commercial opportunities: 1) Primary SI Joint procedures, 2) Revision procedures of failed SI Joint implants and 3) SI Joint fusion adjunct to a spine fusion construct. 

2.  Summary of Significant Accounting Principles

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As permitted under these rules and regulations, the Company has condensed or omitted certain financial information and footnote disclosures normally included in its annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed balance sheet as of December 31, 2024 has been derived from the Company’s audited financial statements, which are included in its Annual Report on Form 10-K filed with the SEC on March 26, 2025 (the “Annual Report”).

These condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in management’s opinion, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of its financial information. The interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

These unaudited condensed financial statements and accompanying notes should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2024 and 2023 included in its Annual Report.

The Company’s significant accounting policies are disclosed in the Annual Report. There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2025.

Going concern uncertainty and liquidity requirements

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. There is substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these financial statements are issued.

Since inception, the Company has incurred losses and negative cash flows from operations. Management expects to incur additional operating losses and negative cash flows from operations in the foreseeable future as the Company continues its product development programs and the commercialization of The Catamaran System. Based on the Company’s expected level of revenues and expenditures, the Company believes that its existing cash and cash equivalents as of June 30, 2025 will not provide sufficient funds to enable it to meet its obligations for a period of at least twelve months from the date of the filing of these financial statements. The Company plans to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations (see Note 6). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

6

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, collectability of accounts receivable, realization of deferred tax assets, accrued liabilities, accrued commissions, incremental borrowing rate, obsolescence of inventory and stock-based compensation.

Reverse Stock Split

On September 6, 2024, the Company effected a 1-for-8 reverse stock split (the “2024 Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2024 Reverse Stock Split combined every eight shares of our common stock issued and outstanding immediately prior to effecting the 2024 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2024 Reverse Stock Split.

All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2024 Reverse Stock Split. The authorized number of shares and the par value per share of the Company’s common stock were not affected by the 2024 Reverse Stock Split.

Income Taxes

Income taxes are recorded in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. Under this method, the Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect when the differences are expected to reverse. Valuation allowances are provided when necessary to reduce net deferred tax assets to the amount that is more likely than not to be realized. Based on the available evidence, the Company is unable, at this time, to support the determination that it is more likely than not that its deferred tax assets will be utilized in the future. Accordingly, the Company recorded a full valuation allowance as of June 30, 2025 and December 31, 2024. The Company intends to maintain valuation allowances until sufficient evidence exists to support its reversal. The Company also expects the usage of the net operating loss carryforwards will be limited based on changes in the Company’s ownership.

Net loss per share

Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all potential common stock equivalents (restricted stock units, stock options, warrants and convertible preferred stock) are converted or exercised. The calculation of diluted net loss per share excludes potential common stock equivalents if the effect is anti-dilutive. The Company’s weighted average common shares outstanding for basic and diluted are the same because the effect of the potential common stock equivalents is anti-dilutive.

The Company had the following dilutive common stock equivalents as of June 30, 2025 and 2024 which were excluded from the calculation because their effect was anti-dilutive:

		June 30, 2025				June 30, 2024
Outstanding restricted stock units			94,470				14,978
Outstanding stock options			13,697				11,703
Outstanding warrants			5,956,010				262,496
Common shares convertible from preferred stock			1,654,191				323,322
Total			7,718,368				612,499

Adoption of New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which requires additional tax disclosures about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This guidance is effective on a prospective basis, with the option to apply it retrospectively, for fiscal years beginning after December 15, 2025. The adoption of ASU 2023-09 will expand the Company’s income tax disclosures in its Annual Report on Form 10-K, but will have no impact on reported income tax (benefit) expense or related tax assets or liabilities.

7

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. We are currently evaluating the impact of adopting this new accounting guidance.

3. Property and Equipment, net

Property and equipment, net, consisted of the following: 

		June 30, 2025				December 31, 2024
Catamaran tray sets		$	880			$	785
Construction in progress			619				541
IT equipment			56				56
Leasehold improvements			15				15
Lab equipment			21				14
Office furniture			9				9
Property and equipment, gross			1,600				1,420
Less: accumulated depreciation			(758	)			(668	)
Property and equipment, net		$	842			$	752

Construction in progress is made up of reusable components that will become reusable Catamaran tray sets. Depreciation expense was approximately $48 and $86 for the three months ended June 30, 2025 and 2024, respectively. Depreciation expense was approximately $90 and $173 for the six months ended June 30, 2025 and 2024, respectively.

4. Accrued Expenses

Accrued expenses consisted of the following: 

		June 30, 2025				December 31, 2024
Accrued compensation		$	652			$	416
Accrued professional services fees			154				271
Other accrued expenses			302				223
Total accrued expenses		$	1,108			$	910

5. Leases

In June 2021, the Company entered into a facility lease agreement for its company headquarters in Los Gatos, California. This non-cancellable operating lease expires in June 2026. Operating lease costs for the facility lease were $73 and $73 for the three months ended June 30, 2025 and 2024, respectively, and were $146 and $146 for the six months ended June 30, 2025 and 2024, respectively.

Supplemental balance sheet information related to leases was as follows:

		June 30,				December 31,
		2025				2024
Operating lease right-of-use assets		$	268			$	399
Operating lease liability, current		$	(290	)		$	(287	)
Operating lease liability, noncurrent			—				(141	)
Total operating lease liabilities		$	(290	)		$	(428	)

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Future maturities of operating lease liabilities as of June 30, 2025 were as follows:

2025		$	158
2026			144
Total lease payments			302
Less: imputed interest			(12	)
Present value of operating lease liabilities		$	290

Other information:

Cash paid for operating leases for the six months ended June 30, 2025		$	153
Cash paid for operating leases for the six months ended June 30, 2024		$	148
Remaining lease term - operating leases (in years)			1.00
Average discount rate - operating leases			8.0	%

6. Stockholders’ Equity

The Company’s current Amended and Restated Certificate of Incorporation dated February 18, 2014 authorizes the issuance of 130,000,000 shares of common stock and 20,000,000 shares of preferred stock, both with a par value of $0.001 per share. With respect to the preferred stock, 4,500,000 shares are designated Series A Preferred Stock and 491,222 shares are designated Series B Preferred Stock.

At-the-Market Offering Program

On May 4, 2023, the Company entered into an Equity Distribution Agreement to establish an at-the-market offering program, under which the Company may sell from time to time, at its option, shares of its common stock having an aggregate gross sales price of $5.5 million. The Company is required to pay the Sales Agents a commission of 3% of the gross proceeds from the sale of shares and has also agreed to provide the Sales Agents with customary indemnification rights. No shares were sold under the program during the three months ended June 30, 2025 and 2024. During the six months ended June 30, 2025 and 2024, 0 and 129,199 shares of the Company’s common stock, respectively, were sold under the program at a weighted-average price of $0 and $14.63 per share with aggregate proceeds, net of current and deferred issuance costs, of $0 and $1,709, respectively.

Equity Line of Credit

On July 24, 2023, the Company entered into a purchase agreement (“Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, the Company may sell to Lincoln Park up to $10 million of shares of common stock from time to time during the term of the Purchase Agreement. On September 22, 2023 (the “Commencement Date”) and on May 10, 2024, the Company filed registration statements with the SEC covering the resale of shares of common stock issued to Lincoln Park under the Purchase Agreement.

Beginning on the Commencement Date and for a period of 24 months thereafter, under the terms and subject to the conditions of the Purchase Agreement, from time to time, at the Company’s discretion, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $10 million of shares of common stock, subject to certain limitations set forth in the Purchase Agreement. Specifically, from time to time from and after the Commencement Date, the Company may, at its discretion, direct Lincoln Park to purchase on any single business day on which the closing price of its common stock on The Nasdaq Capital Market (“Nasdaq”) is equal to or greater than $1.50 up to 10,000 shares of common stock (a “Regular Purchase”); provided, that the Company may direct Lincoln Park to purchase in a Regular Purchase (i) up to 12,500 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $15.00 per share and (ii) up to 15,000 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $25.00 per share. In no case, however, will Lincoln Park’s commitment with respect to any single Regular Purchase exceed $500,000; provided, that the parties may mutually agree at any time to increase the maximum number of shares of common stock the Company may direct Lincoln Park to purchase in any single Regular Purchase to up to 100,000 shares or any number of shares that shall not exceed 4.99% of the then outstanding shares of common stock. The foregoing share amounts and per share prices will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement with respect to our common stock. The purchase price per share for each such Regular Purchase will be based on prevailing market prices of the Company’s common stock immediately preceding the time of sale, as determined under the Purchase Agreement.

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No shares were sold under the program during the three months ended June 30, 2025 and 2024. During the six months ended June 30, 2025 and 2024, 0 and 11,231 shares of the Company’s common stock were sold under the program, respectively, at a weighted-average price of $0 and $8.90 per share, respectively, with aggregate net proceeds of $95.

2025 Warrant Inducement

On March 11, 2025, the Company entered into a warrant exercise inducement offer letter agreement (the “Inducement Letter”) with the holder of the Series A New Warrants and Series B New Warrants (the “Existing Warrants”), pursuant to which, the holder agreed to exercise the Existing Warrants at a reduced exercise price of $1.25 per share in consideration for the Company’s agreement to issue (i) new unregistered five-year warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 2,445,700 shares of common stock at an exercise price of $1.25 per share and (ii) new unregistered three-year warrants (the “Series C-2 Warrants,” and together with the Series C-1 Warrants, the “New Warrants”) to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $1.25 per share (the “Inducement Transaction”). The New Warrants are not exercisable without approval by the Company’s stockholders (“Stockholder Approval”), which, pursuant to the Inducement Letter, the Company is required to obtain at a meeting of stockholders no later than 165 days after the consummation of the Inducement Transaction. The Series C-1 Warrants will be exercisable five years from the date on which Stockholder Approval is obtained, and the Series C-2 Warrants will be exercisable three years from the date on which Stockholder Approval is obtained. Pursuant to the Inducement Transaction, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $2,735.

The Company filed a registration statement on Form S-1 on April 4, 2025 providing for the resale of the shares of common stock issuable upon the exercise of the New Warrants. The Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or common stock equivalents or file any registration statement or any amendment or supplement to any existing registration statement, subject to certain exceptions, for a period of 60 calendar days after the effectiveness of the Resale Registration Statement. Furthermore, the Company is also prohibited from entering into any agreement to issue common stock or common stock equivalents involving a variable rate transaction (as defined in the Inducement Letter), subject to certain exceptions, for a six-month period commencing on March 12, 2025.

2025 Securities Purchase Agreements

On March 25, 2025, the Company entered into a securities purchase agreement for the issuance of 733,500 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering at a purchase price of $2.00 per share. In a concurrent private placement, the Company also agreed to issue to the same investor warrants to purchase up to 733,500 shares of its common stock at an exercise price of $2.00 per share, which will be exercisable immediately, and will expire five years following the date of issuance. Pursuant to the agreements, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $1,234.

Also on March 25, 2025, the Company entered into a securities purchase agreement for the issuance of 1,271,500 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering at a purchase price of $2.00 per share. In a concurrent private placement, the Company also agreed to issue to the same investor warrants to purchase up to 1,271,500 shares of its common stock at an exercise price of $2.00 per share, which will be exercisable immediately, and will expire five years following the date of issuance. Pursuant to the agreements, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $2,290.

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Equity Awards

In 2012, the Board of Directors of the Company (the “Board”) approved the Tenon Medical, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the issuance of common stock options, appreciation rights, and other awards to employees, directors, and consultants. Options issued under the 2012 Plan generally vest over a period of two to four years and have a 10-year expiration date. In April 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 662,516. In July 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 737,516. In August 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan from 737,516 shares to 799,266 shares and approved the form of a 2022 Equity Incentive Plan.

On January 10, 2022 and February 2, 2022, the Board and stockholders, respectively, of the Company approved the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which was effective on April 25, 2022. The number of shares of common stock that may be subject to awards and sold under the 2022 Plan is equal to 1,600,000. Automatic annual increases in number of shares available for issuance under the 2022 Plan is equal to the least of (a) 1,100,000 shares, (b) 4% of the total number of shares of all classes of common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such number determined by the 2022 Plan administrator no later than the last day of the immediately preceding fiscal year. Annual increases will continue until the tenth anniversary of the earlier of the Board or stockholder approval of the 2022 Plan, which is January 10, 2032. Upon the effective date of the 2022 Plan, the Board terminated the 2012 Plan such that no new equity awards will be issued by the 2012 Plan.

A summary of the Company’s stock option and restricted stock unit activity under its plans is as follows:

		Number of Shares Subject to Outstanding Stock Options				Weighted Average Exercise Price per Share				Number of Outstanding Restricted Stock Units				Weighted Average Grant Date Fair Value per Unit
Outstanding at December 31, 2024			11,322			$	20.79				20,224			$	99.58
Granted			5,000			$	1.11				77,150			$	1.85
Released			—				—				(2,252	)		$	615.59
Forfeited			(2,625	)		$	5.36				(191	)		$	708.80
Outstanding at June 30, 2025			13,697			$	16.56				94,470			$	3.72

The following table sets forth stock-based compensation expense recognized for the three and six months ended June 30, 2025 and 2024:

		Three months ended June 30,								Six months ended June 30,
		2025				2024				2025				2024
Research and development		$	208			$	358			$	557			$	725
Sales and marketing			27				34				64				77
General, and administrative			182				642				668				1,250
Total stock-based compensation expense		$	417			$	1,034			$	1,289			$	2,052

At June 30, 2025, there were 70,387 shares available for issuance under the 2022 Plan.

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Warrants

Series C Warrants

On March 11, 2025, in connection with 2025 Warrant Inducement, the Company issued new unregistered five-year warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 2,445,700 shares of common stock at an exercise price of $1.25 per share and new unregistered three-year warrants (the “Series C-2 Warrants,” and together with the Series C-1 Warrants, the “Series C Warrants”) to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $1.25 per share. The Series C Warrants are not exercisable without approval by the Company’s stockholders (“Stockholder Approval”), which the Company is required to obtain at a meeting of stockholders no later than 165 days after the consummation of the Inducement Transaction. The Series C-1 Warrants will be exercisable five years from the date on which Stockholder Approval is obtained, and the Series C-2 Warrants will be exercisable three years from the date on which Stockholder Approval is obtained. Pursuant to the Inducement Transaction, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $2,735.

The fair value of the Series C-1 Warrants on the grant date was $0.97 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 4.0%. The fair value of the Series C-2 Warrants on the grant date was $0.80 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 3.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 4.0%. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. The Company recorded the excess of the incremental value of the modified Series A New Warrants and Series B New Warrants and the fair value of the Series C Warrants over the cash proceeds from the exercise of the modified Series A New Warrants and Series B New Warrants as equity offering costs. All of the Series C Warrants remain outstanding as of June 30, 2025.

Series D Warrants

On March 25, 2025, in connection with a securities purchase agreement, the Company issued warrants to purchase up to 733,500 shares of its common stock at an exercise price of $2.00 per share (the “Series D Warrants”), which were exercisable upon issuance, and will expire five years following the date of issuance. The fair value of the Series D Warrants on the grant date was $2.72 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 4.1%. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. All of the Series D Warrants remain outstanding as of June 30, 2025.

Series E Warrants

Also on March 25, 2025, in connection with a securities purchase agreement, the Company issued warrants to purchase up to 1,271,500 shares of its common stock at an exercise price of $2.00 per share (the “Series E Warrants”), which were exercisable upon issuance, and will expire five years following the date of issuance. The fair value of the Series E Warrants on the grant date was $2.72 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 4.1%. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. All of the Series E Warrants remain outstanding as of June 30, 2025.

7.  Commitments and Contingencies

Sales Representative Agreement

In April 2020, the Company entered into an Exclusive Sales Representative Agreement, under which the counterparty to the agreement (the “Representative”) received exclusive rights to market, promote, and distribute The Catamaran System in the United States and Puerto Rico. The agreement is for an initial period of five years, and automatically renews for an additional five years unless written notice is given by either party prior to April 27, 2023. The agreement provides for a bonus to be paid to the Representative upon an acquisition or IPO. In May 2021, the Company entered into an Amended and Restated Exclusive Sales Representative Agreement (the “Restated Sales Agreement”). In connection with the amended agreement, the Company paid $500 cash and issued 53,757 shares of common stock to the Representative, for which the Company recorded a combined total of approximately $880 as sales and marketing expense. In addition, the Representative received anti-dilution protections to maintain ownership of 3.0% of the fully diluted equity of the Company through the date of an initial public offering. In October 2021, the Company issued 4,445 shares of common stock with a fair value of approximately $333 to the Representative in accordance with the anti-dilution provision. In April 2022, the Company issued 31,235 shares of common stock to the Representative in accordance with the anti-dilution provision, fully satisfying the Company’s obligations.

The Restated Sales Agreement restructured the calculation of the bonus paid to the Representative upon an acquisition, removed the bonus payable upon an IPO, and allows the Company to terminate the Restated Sales Agreement as long as the bonus paid to the Representative is at least $6,000.

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On October 6, 2022, the Company entered into the Terminating Amended and Restated Exclusive Sales Representative Agreement (the “Termination Agreement”) with the Representative, which terminated the Restated Sales Agreement. In accordance with the Termination Agreement, (i) the Company paid the Representative $1,000 in cash; and (ii) the Company agreed to pay the Representative (a) $85 per month during the six months after the date of the Termination Agreement in return for efforts by the Representative to transition operations to the Company, (b) 20% of net sales of the product sold in the United States and Puerto Rico until December 31, 2023 and (c) after December 31, 2023, 10% of net sales until such time as the aggregate amount paid to the Representative under this clause (c) and clause (b) above equal $3,600. In the event of an acquisition of the Company, the Company will pay the Representative $3,600 less previous amounts paid pursuant to clause (b) and clause (c) above. The Company recorded a charge of $1,000 for the payment to the Representative in the fourth quarter of 2022 and expensed the $85 per month charges as incurred over the six-month period. For payments under clause (b) and clause (c) above, the Company originally estimated the fair value of the liability using level 3 hierarchy inputs based on a Monte Carlo simulation of future revenues with a 25% quarterly estimated standard deviation of growth rates and a 10% probability of dissolution, discounted at an estimated discount rate of 15.4%. Based on the Company’s fair value analysis, a total of $2,611 was charged to sales and marketing expense in the statements of operations and comprehensive loss and recorded as accrued commissions in the balance sheets. For subsequent periods, the Company has used a discounted cash flow model with an estimated discount rate of 15.4% to adjust the liability for actual payments made and updated projections of the timing of future payments. A reconciliation of the liability under clause (b) and clause (c) for the six months ended June 30, 2025 is as follows:

Balance at January 1, 2025		$	2,101
Amounts paid during 2025			(140	)
Accretion			44
Balance at June 30, 2025		$	2,005

Per the terms of the Termination Agreement, the Company ultimately expects to expense $3,600 under clause (b) and clause (c).

Credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents.

The Company maintains cash balances at financial institutions located in California. Accounts at the U.S. financial institutions are secured by the Federal Deposit Insurance Corporation. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents.

The Company grants unsecured credit to its customers based on an evaluation of the customer’s financial condition and a cash deposit is generally not required. Management believes its credit policies do not result in significant adverse risk and historically has not experienced significant credit-related losses.

8.  Reportable Segment

The Company operates in one business segment, the SI Joint segment. The SI Joint segment derives revenue from the sale of the Catamaran System for treatment of the most common types of SI Joint disorders that cause lower back pain, which is the Company’s only product. The chief operating decision maker, which is the Company’s senior executive committee that includes the chief executive officer, the chief financial officer and the chief technology officer, assesses the performance of the SI Joint segment and decides how to allocate resources based on net income which is reported in the consolidated statements of operations as net loss. The measure of segment assets is reported on the balance sheet as total assets.

The chief operating decision maker uses net loss to evaluate income generated from segment assets in deciding whether to continue investing in the segment. Net loss is used to monitor budget versus actual results, to prepare operating budgets, and to assess the performance of the segment and in establishing management compensation. The Company does not have intra-entity sales or transfers.

The following table presents selected financial information for the Company’s single business segment for the three and six months ended June 30, 2025 and 2024:

		Three Months Ended June 30,								Six Months Ended June 30,
		2025				2024				2025				2024
Revenue		$	564			$	901			$	1,290			$	1,620
Less:
Cost of sales			319				431				722				680
Research and development			503				708				1,194				1,377
Sales and marketing			1,119				1,448				2,766				2,829
General and administrative			1,480				2,186				3,142				4,112
Total Other Income (Expense), net			88				46				149				(24	)
Net Loss		$	(2,769	)		$	(3,826	)		$	(6,385	)		$	(7,402	)

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9. Subsequent Event

The SImmetry Acquisition

On August 1, 2025 (the “SI Closing Date”), the Company entered into an asset purchase agreement (the “SI APA”) by and between the Company and SiVantage, Inc., a Delaware corporation (“SI”), pursuant to which the Company acquired substantially all of the assets of SI, including the assignment of its intellectual property related to sacropelvic fixation and fusion procedures (the “SI Products”), and assumed certain of its current liabilities and contract obligations, as set forth in the SI APA (the “SImmetry Acquisition”). The SImmetry Acquisition closed on the SI Closing Date.

On the SI Closing Date, SI received, as consideration for the SImmetry Acquisition, the purchase price consisting of: (i) $750,000 in cash; (ii) 710,300 shares of the Company’s common stock, of which 473,533 are to be held in by the Company for a period of one-year as security to satisfy any indemnification claims against SI in accordance with the SI APA; (iii) a royalty equal to 15% of the sales of all SI Products during the one-year period following the SI Closing Date and 10% of the sales of all SI Products during the following four-year period, subject to a cap of $5.0 million; and (iv) a deferred cash payment of up to a maximum of approximately $1.3 million in the event that the all of the currently issued and outstanding warrants of the Company are exercised (which deferred cash payment will be made pro rata based on the actual number of warrants exercised).

In addition, during the three-year period following the SI Closing Date, the Company will issue SI additional shares of its common stock upon the achievement of the following milestones:

● upon the Company having $1 million in aggregate sales of the SI Products after the SI Closing Date, the Company will issue SI an additional 276,228 shares of its common stock;

● upon the Company achieving $10 million in aggregate sales of the SI Products after the SI Closing Date, the Company will issue SI an additional 276,228 shares of its common stock; and

● upon the Company achieving $20 million in aggregate sales of the SI Products after the SI Closing Date, the Company will issue SI an additional 314,900 shares of its common stock.

The SIMPL Acquisition

On August 1, 2025, the Company entered into an asset purchase agreement (the “ SIMPL APA”) by and between the Company and SIMPL Medical, LLC, a Delaware limited liability (“SIMPL”), pursuant to which the Company acquired substantially all of the assets of SIMPL, including the assignment of its intellectual property related to posterior sacroiliac implant technology (the “SIMPL Products”), and assumed certain of its contract obligations, as set forth in the SIMPL APA (the “SIMPL Acquisition”). The SIMPL Acquisition closed on August 4, 2025.

The aggregate purchase price for the SIMPL Acquisition payable by the Company is a royalty equal to 30% of the net revenue received by the Company from the sale of any SIMPL Products during the five-year period following the first commercial sale of any SIMPL Products; provided that in the event that the aggregate royalty payments made by the Company to SIMPL exceed $20.0 million, then from and after such time, the Company shall pay SIMPL 20% of the net revenue received by the Company from the sale of any SIMPL Products during the remainder of such five-year period. The royalty payments noted above shall be paid quarterly by the Company. The Company has the option, subject to certain limitations, to pay up to 33.3% of any quarterly royalty by the issuance of its shares of common stock, based upon the trailing 10-day VWAP at the end of any applicable quarter.

The SI APA and the SIMPL APA also include various representations, warranties, covenants and indemnities.

Employment Agreements

In connection with the SImmetry Acquisition, the Company has executed employment agreements with two former executives of SI, Wyatt Geist (“Geist”), who has been hired by the Company as Chief Innovation Officer and Nate Grawey (“Grawey”), who has been hired by the Company as Chief Commercial Officer.

The Employment Agreements for Geist and Grawey (collectively the “Employment Agreements”), are at-will employment agreements and provide each of Geist and Grawey with (i) base salary of $290,000; (ii) monthly commissions for sales by the Company above $250,000 as set forth in the Employment Agreements; (iii) 138,114 shares of restricted stock equal to 1.75% that are subject to vesting as described in the Employment Agreements; and (iv) other employee benefits applicable to senior executives of the Company.

Accounting

The SImmetry Acquisition, the SIMPL Acquisition and the Employment Agreements are in the process of being evaluated, and management expects that the transactions will be accounted for as a business combination. The Company is in the process of determining the fair value of the tangible assets, intangible assets and liabilities acquired, as well as the acquisition purchase price, and will disclose supplemental pro-forma information in a Current Report on Form 8-K when it is available.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the other information set forth in our Annual Report of Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 26, 2025. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. You should not place undue reliance on these forward-looking statements, which involve risks and uncertainties. As a result of many factors, including but not limited to those set forth under “Risk Factors” in our Annual Report of Form 10-K filed with the Securities and Exchange Commission on March 26, 2025, our actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

Tenon Medical, Inc., a medical device company formed in 2012, has developed a proprietary, U.S. Food and Drug Administration (“FDA”) approved surgical implant-system, which we call The Catamaran™ SI Joint Fusion System (“The Catamaran System”). The Catamaran System offers a novel, less invasive inferior-posterior approach to the sacroiliac joint (“SI Joint”) using a single, robust titanium implant to treat SI Joint dysfunction that often causes severe lower back pain. The system features the Catamaran™ Fixation Device which passes through both the axial and sagittal planes of the ilium and sacrum, transfixing the SI Joint along its longitudinal axis. Published clinical studies have shown that 15% to 30% of all chronic lower back pain is associated with the SI Joint.

With an entry similar to the SI Joint injection, the surgical approach is direct to the joint. The angle and trajectory of the inferior-posterior approach is designed to point away from critical neural and vascular structures and into the strongest cortical bone. Joined by a patented osteotome bridge, the implant design consists of two hollow fenestrated pontoons with an open framework to facilitate bony in-growth through the SI Joint. One pontoon fixates into the ilium and the other into the sacrum. The osteotome is designed to disrupt the articular portion of the joint to help facilitate a fusion response.

Our initial clinical results indicate that the Catamaran System implant is promoting fusion across the joint as evidenced by computerized tomography (CT) scans which is the gold standard widely accepted by the clinical community. We had our national launch of The Catamaran System in October 2022 and are building a sales and marketing infrastructure to market our product and address the greatly underserved market opportunity that exists.

We believe that the implant design and procedure we have developed, along with the 2D and 3D protocols for proper implantation will be received well by the clinician community who have been looking for a next generation device.

We have incurred net losses since our inception in 2012. As of June 30, 2025, we had an accumulated deficit of approximately $75.1 million. To date, we have financed our operations primarily through public equity offerings, private placements of equity securities, certain debt-related financing arrangements, and sales of our product. We have devoted substantially all of our resources to research and development, regulatory matters and sales and marketing of our product.

Reverse Stock Split

On September 6, 2024, we effected a 1-for-8 reverse stock split (the “2024 Reverse Stock Split”) by filing an amendment to our Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2024 Reverse Stock Split combined every eight shares of our common stock issued and outstanding immediately prior to effecting the 2024 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2024 Reverse Stock Split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2024 Reverse Stock Split. The authorized number of shares and the par value per share of our common stock were not affected by the 2024 Reverse Stock Split.

Components of Results of Operations

Revenue

We derive substantially all our revenue from sales of The Catamaran System to a limited number of clinicians. Revenue from sales of The Catamaran System fluctuates based on volume of cases (procedures performed), discounts, rebates, and the number of implants used for a particular patient. Similar to other orthopedic companies, our revenue can also fluctuate from quarter to quarter due to a variety of factors, including reimbursement, changes in independent sales representatives and physician activities.

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Cost of Goods Sold, Gross Profit, and Gross Margin

We utilize contract manufacturers for production of The Catamaran System implants and Catamaran Tray Sets. Cost of goods sold consists primarily of costs of the components of The Catamaran System implants and instruments, depreciation of Catamaran tray sets, overhead related to operations personnel and facility costs, quality inspection, packaging, scrap and inventory obsolescence, as well as distribution-related expenses such as logistics and shipping costs. We anticipate that certain of our cost of goods sold will increase in absolute dollars as case levels increase.

Our gross margins have been and will continue to be affected by a variety of factors, including the cost to have our product manufactured for us, pricing pressure from increasing competition, decisions with regard to the level of overhead we choose to maintain, and the factors described above impacting our revenue.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel costs are the most significant component of operating expenses and consist of consulting expenses, salaries, sales commissions and other cash and stock-based compensation related expenses. We expect operating expenses to increase in absolute dollars as we continue to invest and grow our business.

Sales and Marketing Expenses

Sales and marketing expenses primarily consist of salaries, commissions, stock-based compensation expense and travel and entertainment expenses of our sales and market personnel along with commissions paid to our independent distributors. We expect our sales and marketing expenses to increase in absolute dollars with the increased sales of The Catamaran System resulting in higher commissions and salaries, increased clinician and sales representative training, and the cost to complete our clinical study to gain wider clinician adoption of The Catamaran System. Our sales and marketing expenses may fluctuate from period to period due to the timing of sales and marketing activities related to the commercial activity of our product.

Research and Development Expenses

Our research and development expenses primarily consist of engineering, product development, regulatory expenses, and consulting services, outside prototyping services, outside research activities, materials, and other costs associated with the development and refinement of our product. Research and development expenses also include related personnel and consultants’ compensation and stock-based compensation expense. We expense research and development costs as they are incurred. We expect research and development expense to increase in absolute dollars as we improve The Catamaran System, develop new products, add research and development personnel, and undergo clinical activities that may be required for regulatory clearances of future products.

General and Administrative Expenses

General and administrative expenses primarily consist of salaries, consultants’ compensation, stock-based compensation expense, and other costs for finance, accounting, legal, compliance, and administrative matters. We expect our general and administrative expenses to increase in absolute dollars as we add personnel and information technology infrastructure to support the growth of our business. We also expect to incur additional general and administrative expenses as a result of operating as a public company, including but not limited to: expenses related to compliance with the rules and regulations of the SEC and those of The Nasdaq Stock Market LLC on which our securities are traded; additional insurance expenses; investor relations activities; and other administrative and professional services. While we expect the general and administrative expenses to increase in absolute dollars, we anticipate that it will decrease as a percentage of revenue over time.

Gain on Investments, Interest Expense and Other Income (Expense), Net

Gain on investments consists of interest income and realized gains and losses from the sale of our investments in money market and corporate debt securities. Interest expense is related to borrowings, when applicable. Other income and expenses have not been significant to date.

16

Results of Operations

The following table sets forth our results of operations for the periods presented (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
Statements of Operations Data:		2025				2024				2025				2024
Revenue		$	564			$	901			$	1,290			$	1,620
Cost of goods sold			319				431				722				680
Gross profit			245				470				568				940
Operating expenses:
Research and development			503				708				1,194				1,377
Sales and marketing			1,119				1,448				2,766				2,829
General and administrative			1,480				2,186				3,142				4,112
Total operating expenses			3,102				4,342				7,102				8,318
Loss from operations			(2,857	)			(3,872	)			(6,534	)			(7,378	)
Interest and other income (expense), net:
Gain on investments			88				39				149				66
Interest expense			—				—				—				(34	)
Other income (expense)			—				7				—				(56	)
Net loss		$	(2,769	)		$	(3,826	)		$	(6,385	)		$	(7,402	)

The following table sets forth our results of operations as a percentage of revenue:

		Three Months Ended June 30,								Six Months Ended June 30,
Statements of Operations Data:		2025				2024				2025				2024
Revenue			100	%			100	%			100	%			100	%
Cost of goods sold			57				48				56				42
Gross profit			43				52				44				58
Operating expenses:
Research and development			89				79				93				85
Sales and marketing			198				161				214				175
General and administrative			262				243				244				254
Total operating expenses			550				482				551				513
Loss from operations			(507	)			(430	)			(507	)			(455	)
Interest and other income (expense), net:
Gain on investments			16				4				12				4
Interest expense			—				—				—				(2	)
Other expense			—				1				—				(3	)
Net loss			(491	)%			(425	)%			(495	)%			(457	)%

17

Comparison of the Three and Six Months Ended June 30, 2025 and 2024 (in thousands, except percentages)

Revenue, Cost of Goods Sold, Gross Profit, and Gross Margin

		Three Months Ended June 30,
		2025				2024				$ Change				% Change
Revenue		$	564			$	901			$	(337	)			(37	)%
Cost of goods sold			319				431				(112	)			(26	)%
Gross profit		$	245			$	470			$	225				(48	)%
Gross profit percentage			43	%			52	%

		Six Months Ended June 30,
		2025				2024				$ Change				% Change
Revenue		$	1,290			$	1,620			$	(330	)			(20	)%
Cost of goods sold			722				680				42				6	%
Gross profit		$	568			$	940			$	(372	)			(40	)%
Gross profit percentage			44	%			58	%

Revenue. The decrease in revenue for the three and six months ended June 30, 2025 as compared to the same periods in 2024 was primarily due to a decrease in the number of surgical procedures in which The Catamaran System was used, while implants per procedure remained relatively constant.

Cost of Goods Sold, Gross Profit, and Gross Margin. The change in cost of goods sold for the three and six months ended June 30, 2025 as compared to the same periods in 2024 was due to the absorption of production overhead costs into our standard cost in 2024 and operating leverage created due to lower relative fixed costs.

Operating Expenses

		Three Months Ended June 30,
		2025				2024				$ Change				% Change
Research and development		$	503			$	708			$	(205	)			(29	)%
Sales and marketing			1,119				1,448				(329	)			(23	)%
General and administrative			1,480				2,186				(706	)			(32	)%
Total operating expenses		$	3,102			$	4,342			$	(1,240	)			(29	)%

		Six Months Ended June 30,
		2025				2024				$ Change				% Change
Research and development		$	1,197			$	1,377			$	(183	)			(13	)%
Sales and marketing			2,766				2,829				(63	)			(2	)%
General and administrative			3,142				4,112				(970	)			(24	)%
Total operating expenses		$	7,102			$	8,318			$	(1,216	)			(15	)%

Research and Development Expenses. Research and development expenses for the three months ended June 30, 2025 decreased as compared to 2024 primarily due to decreased professional fees ($58) and stock-based compensation ($150), partially offset by increased payroll and employee expenses ($13). Research and development expenses for the six months ended June 30, 2025 decreased as compared to 2024 primarily due to decreased professional fees ($139) and stock-based compensation ($168), partially offset by increased payroll and employee expenses ($100).

Sales and Marketing Expenses. Sales and marketing expenses for the three months ended June 30, 2025 decreased as compared to the same period in 2024 primarily due to decreased commission expenses ($251), payroll and employee expenses ($58), consulting and professional fees ($34), and stock-based compensation ($7). Sales and marketing expenses for the six months ended June 30, 2025 decreased as compared to the same period in 2024 primarily due to decreased commission expenses ($148) and stock-based compensation ($13), partially offset by increases in payroll and employee expenses ($58) and professional fees ($11).

General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2025 decreased as compared to the same period in 2024 primarily due to decreased stock-based compensation ($461), insurance costs ($221) and professional service fees ($26), partially offset by increases in payroll and employee expenses ($31). General and administrative expenses for the six months ended June 30, 2025 decreased as compared to the same period in 2024 primarily due to decreased stock-based compensation ($582), insurance costs ($325) and professional service fees ($70), partially offset by increases in payroll and employee expenses ($86).

18

Gain on Investments, Interest Expense and Other Income (Expense), Net

Gain on investments for the three and six months ended June 30, 2025 increased as compared to the same periods in 2024 due to interest on our increased cash and cash equivalent balances. Interest expense for the six months ended June 30, 2024 related to our convertible debt. Other income (expense), net in 2024 was related to foreign exchange losses on the liquidation of our Swiss subsidiary.

Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $7.8 million. Since inception, we have financed our operations through private placements of preferred stock, debt financing arrangements, our initial public offering, additional stock offerings and the sale of our products. As of June 30, 2025, we had no outstanding debt.

As of June 30, 2025, we had an accumulated deficit of $75.1 million and we expect to incur additional losses in the future. We have not achieved positive cash flow from operations to date. Based upon our current operating plan, our existing cash and cash equivalents will not be sufficient to fund our operating expenses and working capital requirements through at least the next 12 months from the date these financial statements were filed. We plan to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations. We continue to face challenges and uncertainties and, as a result, our available capital resources may be consumed more rapidly than currently expected due to (a) the uncertainty of future revenues from The Catamaran System; (b) changes we may make to the business that affect ongoing operating expenses; (c) changes we may make in our business strategy; (d) regulatory developments affecting our existing products; (e) changes we may make in our research and development spending plans; and (f) other items affecting our forecasted level of expenditures and use of cash resources.

As we attempt to raise additional capital to fund our operations, funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our sales and marketing efforts, research and development activities, or other operations. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, and collaborations. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we are unable to raise capital, we will need to delay, reduce, or terminate planned activities to reduce costs. Doing so will likely harm our ability to execute our business plans. Due to the uncertainty in our ability to raise capital, management believes that there is substantial doubt in our ability to continue as a going concern for the next twelve months from the issuance of these condensed financial statements.

Cash Flows (in thousands, except percentages)

The following table sets forth the primary sources and uses of cash for each of the periods presented below:

		Six Months Ended June 30,
		2025				2024				$ Change				% Change
Net cash (used in) provided by:
Operating activities		$	(4,697	)		$	(4,758	)		$	61				(1	)%
Investing activities			(192	)			(119	)			(73	)			61	%
Financing activities			6,200				4,371				1,829				42	%
Effect of foreign currency translation on cash flow			—				46				(46	)			(100	)%
Net increase (decrease) in cash and cash equivalents		$	1,311			$	(460	)		$	1,771				(385	)%

The decrease in net cash used in operating activities for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 was primarily attributable to our decreased net loss ($1,017), adjusted for decreases in non-cash stock-based compensation expenses ($763), in addition to decreased accounts payable ($153) and accrued expenses ($243), partially offset by decreases in accounts receivable ($300).

Cash used in investing activities for the six months ended June 30, 2025 and 2024 consisted of purchases of property and equipment ($192 and $119, respectively).

Cash provided by financing activities for the six months ended June 30, 2025 consisted primarily of proceeds from the issuance of common stock from our securities purchase agreements ($4,010) and proceeds from the exercise of warrants under the inducement agreement ($3,057), partially offset by offering costs ($867). Cash provided by financing activities for the six months ended June 30, 2024 consisted primarily of proceeds from the issuance of Series A Convertible Preferred Stock ($2,605) and from the issuance of common stock ($1,990), partially offset by offering costs ($224).

19

Critical Accounting Policies, Significant Judgments, and Use of Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported results of operations during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from three other sources. Actual results could differ from these estimates under different assumptions or conditions. For the six months ended June 30, 2025, there were no significant changes to our existing critical accounting policies from those disclosed in our Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

As of June 30, 2025, and December 31, 2024, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 4. Controls and Procedures. Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.

As of June 30, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and President and Chief Financial Officer concluded that our disclosure controls and procedures are not effective at the reasonable assurance level.

Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls. This lack of segregation of duties leads management to conclude that the Company’s disclosure controls and procedures are not effective to give reasonable assurance that the information required to be disclosed in reports that the Company files under the Exchange Act is recorded, processed, summarized and reported as and when required.

To the extent reasonably possible given our limited resources, we are taking measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate controls over our Exchange Act reporting disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control procedures over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEDINGS

None.

ITEM 1A.  RISK FACTORS

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item. In any event, during the six months ended June 30, 2025, there were no material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K filed with the U.S. Securities and Securities Exchange Commission (“SEC”) on March 26, 2025.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(A) Unregistered Sales of Equity Securities

None.

(B) Use of Proceeds

Not applicable.

(C) Issuer Purchases of Equity Securities

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.  OTHER INFORMATION

None.

21

ITEM 6.  EXHIBITS

EXHIBIT INDEX

Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-271648, filed on May 4, 2023)
3.2		Bylaws of the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-260931, filed on April 20, 2022)
3.3		Certificate of Designations, Rights and Preferences for Series A Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)
3.4		Amendment to Certificate of Designations, Rights and Preferences for Series A Preferred Stock (incorporated by reference to the Registrant’s Registration Statement No. 333-281531, filed on September 9, 2024)
3.5		Certificate of Designations, Rights and Preferences for Series B Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on September 6, 2024)
4.1		Form of Representative’s Warrant in connection with the Registrant’s Initial Public Offering (incorporated by reference to the Registrant’s Registration Statement No. 333-260931, filed on April 15, 2022)
4.2		Form of publicly traded Warrant issued on June 16, 2023 (Incorporated by reference to exhibit 4.1 the Registrant’s Registration Statement No. 333-272488, filed on June 7, 2023)
4.3		Form of Warrant Agency Agreement between the Company and VStock Transfer, LLC (incorporated by reference to exhibit 4.3 to the Registrant’s Registration Statement No. 333-272488, filed on June 7, 2023)
4.4		Form of Warrant issued to investors on November 21, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 28, 2023)
4.5		Form of Warrant issued to investors in the Series A Preferred Stock on February 20, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)
4.6		Form of Warrant issued to the investors in the Series B Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on September 6, 2024)
4.7		Description of Securities of the Registrant (incorporated by reference to the Registrant’s 8-A12B Registration Statement, filed on April 26, 2022)
4.8		Form of Series C-1 Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025)
4.9		Form of Series C-2 Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025)
10.1##		Employment Agreement dated June 1, 2021 between Steven M. Foster and the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-260931, filed on April 20, 2022)
10.2##		Employment Agreement dated June 1, 2021 between Richard Ginn and the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-260931, filed on April 20, 2022)
10.3##		Consulting Agreement dated May 7, 2021 by and between Richard Ferrari and the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-260931, filed on April 20, 2022)
10.4		Tennon Medical 2022 Equity Incentive Plan (incorporated by reference to the Registrant’s Registration Statement No. 333-271648, filed on May 4, 2023)
10.5		Form of Securities Purchase Agreement between the Registrant and Lincoln Park Capital Fund, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 28, 2023)
10.6		Form of Securities Purchase Agreement entered into between the Registrant and investors in the Series A Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)
10.7		Form of Securities Purchase Agreement entered into between the Registrant and investors in the November 2023 Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 28, 2023)
10.8		Form of Securities Purchase Agreement entered into between the Registrant and investors in the Series B Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on September 6, 2024)
10.9		Form of Inducement Letter, dated March 11, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025)
19.1		Insider Trading Policy (incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 29, 2024)
21.1		List of Subsidiaries of the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-281531, filed on September 9, 2024)
31.1*		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer and President of Tenon Medical, Inc.
31.2*		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Tenon Medical, Inc.
32.1**		Section 1350 Certification of the President and Chief Executive Officer of Tenon Medical, Inc.
32.2**		Section 1350 Certification of the Chief Financial Officer of Tenon Medical, Inc.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

## Denotes management compensation plan, agreement or arrangement

* Filed herewith

** Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

22

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 thereunto duly authorized.

	TENON MEDICAL, INC.
Dated: August 13, 2025	/s/ Steven M. Foster
	Steven M. Foster
	Chief Executive Officer and President, Director
	(Principal Executive Officer)
Dated: August 13, 2025	/s/ Kevin Williamson
	Kevin Williamson
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

23

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FAQ

What were Tenon Medical (TNON) revenues for Q2 and the first six months of 2025?

Tenon reported $564,000 of revenue for the three months ended June 30, 2025 and $1.29 million for the six months ended June 30, 2025.

How large was Tenon’s net loss and accumulated deficit?

Net loss was $2.769 million for Q2 2025 and $6.385 million for the six months; the accumulated deficit totaled $75.1 million as of June 30, 2025.

What is Tenon’s cash runway and liquidity outlook?

Cash and cash equivalents were $7.846 million at June 30, 2025; management disclosed substantial doubt about meeting obligations for the next 12 months and plans to raise additional capital.

What acquisitions did Tenon complete and what are the terms?

Tenon closed the SImmetry acquisition (Aug 1, 2025) and the SIMPL acquisition (Aug 4, 2025). SImmetry consideration included $750,000 cash, 710,300 shares (473,533 escrowed) and capped royalties up to $5.0M; SIMPL consideration is primarily royalty‑based with an aggregate royalty threshold of $20.0M after which the rate changes.

Are there governance or control issues disclosed?

Yes. Management concluded that disclosure controls and procedures are not effective at the reasonable assurance level due to a material weakness in segregation of duties.

How did Tenon finance operations in H1 2025?

The company generated $6.2 million net from financing activities in the six months ended June 30, 2025, primarily from issuance of common stock and warrant exercises.