Tenon Medical Amends 8-K to Clarify Communication Intent

TL;DR

**Tenon Medical fixed an 8-K, clarifying its communication intent for investors.**

AI Summary

Tenon Medical, Inc. filed an amended 8-K/A on January 10, 2024, to correct a previous filing from December 21, 2023. This amendment specifically clarifies that the original 8-K was intended to satisfy certain communication obligations under the Securities Act and Exchange Act, which were initially left unchecked. This matters to investors because it ensures the company's regulatory disclosures are accurate and complete, providing a clearer picture of their compliance and communication practices, which can impact investor confidence.

Why It Matters

Accurate SEC filings are crucial for investor trust and regulatory compliance. This amendment ensures Tenon Medical's disclosures are correctly categorized, reflecting proper adherence to communication rules.

Risk Assessment

Risk Level: low — This filing is a minor amendment to correct checkboxes, indicating a low risk event that doesn't impact the company's operations or financial health.

Analyst Insight

Investors should note this as a minor administrative correction, reinforcing the importance of accurate regulatory filings. No immediate action is required based on this specific amendment, but it's a reminder to monitor for any substantive changes in future filings.

Key Players & Entities

• Tenon Medical, Inc. (company) — the registrant filing the 8-K/A
• December 21, 2023 (date) — date of the earliest event reported in the original 8-K
• January 10, 2024 (date) — date the 8-K/A was filed
• Securities Act (other) — act under which communications were clarified
• Exchange Act (other) — act under which communications were clarified

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TNON The Nasdaq Stock Mar

Filing Documents

• ea191468-8ka1_tenon.htm (8-K/A) — 32KB
• ea191468ex99-1_tenon.htm (EX-99.1) — 9KB
• 0001213900-24-002712.txt ( ) — 259KB
• tnon-20231221.xsd (EX-101.SCH) — 4KB
• tnon-20231221_def.xml (EX-101.DEF) — 26KB
• tnon-20231221_lab.xml (EX-101.LAB) — 36KB
• tnon-20231221_pre.xml (EX-101.PRE) — 25KB
• ea191468-8ka1_tenon_htm.xml (XML) — 5KB

07 Submission of Matters to a Vote of Security

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company convened its virtual Special Stockholders Meeting (the "Meeting") on January 8, 2024 at 1:30 p.m. Pacific Time that was a continuation of the adjourned special meeting of the Company's stockholders that was held on December 21, 2023. A quorum was present for the Meeting. At the Meeting, Proposal 2 was submitted to the stockholders for approval as set forth in the definitive Proxy Statement as filed with the Securities and Exchange Commission on November 22, 2023. As of the record date, November 9, 2023, a total of 2,471,046 shares of common stock of the Company ("Common Stock") were issued and outstanding and entitled to vote. The Common Stock constitutes all of the securities of the Company entitled to vote at the Meeting. The holders of record of 1,704,858 shares of Common Stock were present in person or represented by proxy at said meeting. Such amounts represented approximately 68.99% of the Common Stock entitled to vote at such meeting. At the Meeting, the stockholders did not approve Proposal 2. The votes on Proposal 2 were cast as set forth below: Proposal No. 2 – To consider and vote on a proposal to approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to expressly vest in the Board of Directors of the Company (the "Board") the authority to issue the preferred stock with powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof as the Board; For Against Abstain 1,134,758 68,811 21,457

01 Other Events

Item 8.01 Other Events. On January 8, 2024, the Company announced that the Company's Special Meeting of Stockholders, originally held on December 21, 2023, at 10:30 a.m. Pacific Time, and subsequently adjourned and held on January 8, 2024, at 1:30 p.m. Pacific Time, has been adjourned a second time to allow for additional time for stockholders to vote on approval for Proposal 2. The meeting has been scheduled to reconvene on January 30, 2024, at 1:30 p.m., Pacific Time, in virtual-only format at https://www.viewproxy.com/tenonmedicalsm/2023/HTYPE.ASP. During the period of the adjournment, the Company will continue to solicit proxies from its stockholders with respect to Proposal 2 set forth in the Company's proxy statement. The approval needed for Proposal 2 is the majority of outstanding shares of Common Stock of the Company. A copy of the Company's press release dated January 8, 2024, titled "Tenon Medical, Inc. Announces Second Adjournment of Special Meeting of Stockholders" is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated as of January 8, 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 10, 2024 TENON MEDICAL, INC. By: /s/ Steven M. Foster Name: Steven M. Foster Title: Chief Executive Officer and President

View Full Filing

View this 8-K/A filing on SEC EDGAR