UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
This Current Report on Form 8-K/A (the “Amended Form 8-K”) is being filed as an amendment to the Current Report on Form 8-K filed by Tenon Medical, Inc. (the “Company”) on December 26, 2023 (the “Original Form 8-K”). The sole purpose of this amendment is to supplement the disclosure in the Original Form 8-K with details of the special meeting of the Company’s stockholders held on January 8, 2024 that was held in adjournment of the special meeting of the Company’s stockholders held on December 21, 2023.
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 |
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.
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
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 | |
Exhibit 99.1
Tenon Medical, Inc. Announces Second Adjournment of Special Meeting of Stockholders
Meeting adjourned to Tuesday, January 30, 2024, at 1:30pm Pacific Time
LOS GATOS, CA / ACCESSWIRE / January 8, 2024 / Tenon Medical, Inc. (“Tenon” or the “Company”) (NASDAQ:TNON), a company transforming care for patients suffering with certain sacroiliac joint disorders, today announced that the January 8, 2024 Special Meeting of Stockholders was adjourned to January 30, 2024 at 1:30pm Pacific Time to provide additional time to obtain stockholders’ votes on Proposal 2, approval of an amendment of the Certificate of Incorporation. For additional information, please refer to the proxy statement previously filed by the Company with the Securities and Exchange Commission (“SEC”) on November 22, 2023.
Importantly, the record date for the stockholders to vote at the Special Meeting remains the close of business on November 9, 2023 (the "Record Date"). Stockholders who have previously submitted their proxy or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the Record Date can vote, even if they have subsequently sold their shares.
Tenon’s Board of Directors recommends you vote in support of Proposal 2. Since Proposal 2 requires an affirmative vote of a majority of the outstanding shares for passage, by not responding with your vote you are essentially opposing this proposal. Therefore, we urge our stockholders who have not yet executed their vote to please do so.
You may use one of the options below to ensure that your vote is promptly recorded in time for the Special Meeting:
| § | VOTE BY TOUCH-TONE PHONE: You may cast your vote by calling the toll-free number on the proxy card enclosed with the proxy materials previously mailed to you. Follow the instructions on your proxy card to cast your vote. |
| § | VOTE VIA THE INTERNET: You may cast your vote by logging onto the website identified on the proxy card enclosed with the proxy materials previously mailed to you and by following the instructions on the screen. |
| § | VOTE BY MAIL: You may cast your vote by mail by completing, signing, dating, and mailing the proxy card enclosed with the proxy material previously mailed to you in the prepaid postage return envelope also provided. |
About Tenon Medical, Inc.
Tenon Medical, Inc., a medical device company formed in 2012, has developed The Catamaran® SI Joint Fusion System that offers a novel, less invasive approach to the SI joint using a single, robust titanium implant. The system features the Catamaran® Fixation Device which passes through both the axial and sagittal planes of the ilium and sacrum, stabilizing and transfixing the SI Joint along its longitudinal axis. The angle and trajectory of the Catamaran surgical approach is also designed to provide a pathway away from critical neural and vascular structures and into the strongest cortical bone. Since the national launch of the Catamaran SI Joint Fusion System in October 2022 Tenon is focused on three commercial opportunities with its System in the SI Joint market which includes: 1) Primary SI Joint procedures, 2) Revision procedures of failed SI Joint implants and 3) SI Joint fusion adjunct to a spine fusion construct. For more information, please visit https://www.tenonmed.com/.
The Tenon Medical logo, Tenon Medical and Catamaran are registered trademarks of Tenon Medical, Inc.
1
Forward Looking Statements
This press release contains "forward-looking statements," which are statements related to events, results, activities or developments that Tenon expects, believes or anticipates will or may occur in the future. Forward-looking often contains words such as "intends," "estimates," "anticipates," "hopes," "projects," "plans," "expects," "seek," "believes," "see," "should," "will," "would," "target," and similar expressions and the negative versions thereof. Such statements are based on Tenon's experience and perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances, and speak only as of the date made. Forward-looking statements are inherently uncertain and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 on file with the Securities and Exchange Commission at www.sec.gov, particularly the information contained in the section entitled "Risk Factors". We undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise unless required by law.
IR Contact:
Shannon Devine / Rory Rumore
203-741-8811
MZ North America
tenon@mzgroup.us
SOURCE: Tenon Medical, Inc.
2