IPO - Tenon Medical, Inc.

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Form Type: CORRESP

Filing Date: 2025-04-11

Corporate Action: Ipo

Type: New

Accession Number: 000121390025031074

Filing Summary: Tenon Medical, Inc. has submitted a request to the U.S. Securities and Exchange Commission to accelerate the effective date of its Registration Statement on Form S-1, File No. 333-286387. The company seeks the Registration Statement to become effective at 4:00 p.m. Eastern Time on April 15, 2025. The request acknowledges the Commission's authority upon declaring the statement effective, and notes the company's ongoing responsibility for the adequacy of its disclosures thereafter. After the Registration Statement is effective, the company requests oral confirmation of the event from their legal counsel and also a written order verifying the effective time and date to be sent via email.

Additional details:

Registration Statement File No: 333-286387


Request Effective Time: 2025-04-15T16:00:00Z


Company State Incorporation: Delaware


Contact Name: Jeffrey Wofford


Contact Email: [email protected]


Counsel Firm: Sichenzia Ross Ference Carmel LLP


Form Type: S-1

Filing Date: 2025-04-04

Corporate Action: Ipo

Type: New

Accession Number: 000121390025029005

Filing Summary: On April 4, 2025, Tenon Medical, Inc. filed a Registration Statement on Form S-1 with the SEC for the resale of 5,673,550 shares of its common stock. The offered shares include 2,445,700 shares from Series C-1 warrants, 1,222,850 shares from Series C-2 warrants, 733,500 shares from Series D warrants, and 1,271,500 shares from Series E warrants. Tenon Medical has developed The Catamaran™ SI Joint Fusion System, which offers a novel treatment for sacroiliac joint disorders, targeting chronic lower back pain affecting millions of Americans. The company aims to capitalize on the estimated low penetration of surgical solutions in this domain, which has faced barriers due to complex procedures and existing implant designs. This filing indicates Tenon Medical's commitment to fulfill contractual obligations while providing the Selling Stockholder the opportunity to resell shares. It specifies that no proceeds will be received from the Selling Stockholder's sales, but Tenon will profit from any warrant exercises. The prospectus highlights the use of proceeds, market opportunities, and various risk factors associated with investing in the company’s securities. Tenon Medical is classified as an emerging growth company, allowing them certain reporting advantages under the JOBS Act. The registration statement will enable the Selling Stockholder to sell shares at market prices or through negotiated transactions, expanding the company’s market presence and liquidity.

Additional details:

Shares Offered: 5673550


Series C 1 Warrants: 2445700


Series C 2 Warrants: 1222850


Series D Warrants: 733500


Series E Warrants: 1271500


Warrant Exercise Price: 1.25


Warrant Exercise Price D E: 2.00


Warrant Term: 5 years


Company Location: Los Gatos, CA


Company Establishment: 2012-06-19


Sic Code: 3841


Emerging Growth Company: true


Form Type: 424B5

Filing Date: 2025-03-27

Corporate Action: Ipo

Type: New

Accession Number: 000101376225003003

Filing Summary: On March 25, 2025, Tenon Medical, Inc. announced an offering of 615,000 shares of its common stock at a public offering price of $2.00 per share, along with Pre-Funded Warrants to purchase 656,500 shares of common stock. The offering is aimed at an institutional investor, coupling each share of common stock with a March Common Warrant allowing purchase of additional shares. The Pre-Funded Warrants are priced at $1.9999 per warrant and are immediately exercisable. This offering is positioned in conjunction with a concurrent private placement that offers up to 1,271,500 March Common Warrants at $2.00 each. The last reported sale price of the stock on March 25, 2025 was $3.75, with a public float valued at approximately $20.86 million. Tenon intends to use the net proceeds primarily for working capital and corporate purposes, estimating net proceeds at approximately $2.29 million after fees. The completion of the offering is anticipated by March 27, 2025.

Additional details:

Common Stock Offered: 615,000


Pre Funded Warrants Offered: 656,500


Public Offering Price: $2.00


Pre Funded Warrant Price: $1.9999


Estimated Net Proceeds: $2,289,000


Common Stock Before: 5,584,965


Common Stock After: 6,199,965


Exercise Price March Common Warrants: $2.00


Placement Agent: A.G.P.


Market Value Public Float: $20,859,296


Last Sale Price: $3.75


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