Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 27, 2024

TENON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41364	45-5574718
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

104 Cooper Court
Los Gatos, CA		95032
(Address of principal executive offices)		(Zip Code)

(408) 649-5760

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	TNON	The Nasdaq Stock Market LLC
Warrants	TNONW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 20, 2024, Tenon Medical, Inc. (the “Company”) entered into an offer letter (the “Letter”) with Kevin Williamson pursuant to which Mr. Williamson was appointed as Chief Financial Officer of the Company, effective as of September 3, 2024. The Company is filing this Current Report on Form 8-K on August 27, 2024, in conjunction with the public announcement of the appointment.

Mr. Williamson, age 39, most recently served as the Chief Financial Officer at Accelus Inc., a Florida-based medical device company focused on expandable spinal implant technology. In this role, from 2020 to 2024, Mr. Williamson was responsible for the Finance organization, Investor Relations and information technology functions. Prior to this role, Mr. Williamson served as the Director of Finance at Accelus Inc. from 2019 to 2020, where he was responsible for Financial Planning and Analysis. From 2015 to 2019, Mr. Williamson held various roles of increasing responsibility in the Corporate Finance department at NuVasive, Inc., a California-based medical device company focused on minimally invasive spine surgery. Mr. Williamson holds a B.S. in Business Administration, Finance from San Diego State University and an M.B.A. from the University of San Diego – Knauss School of Business.

Pursuant to the Letter, the Company will pay Mr. Williamson a salary of $315,000 per year (the “Base Salary”). In addition, Mr. Williamson will be eligible for a bonus of up to 30% of the Base Salary each year, subject to proration for the 2024 fiscal year. The Company will recommend to the Board that Mr. Williamson be granted a restricted stock unit award of 50,000 shares of the common stock of the Company, of which one third will vest after 12 months from the vesting start date, with the remaining two thirds vesting in equal semi annual installments over the subsequent two years, subject to continued employment through each vesting date. If Mr. Williamson is terminated without cause, the Company will provide severance pay equal to 100% of the Base Salary for a period of 12 months from the date of termination.

The foregoing summary of the Letter does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 8.01. Other Events.

On August 27, 2024, the Company issued a press release announcing the appointment of Mr. Williamson as the Chief Financial Officer effective as of September 3, 2024. The Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth under this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
10.1		Offer Letter dated as of August 16, 2024, issued by the Company to Kevin Williamson
99.1		Press Release dated as of August 27, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 27, 2024	TENON MEDICAL, INC.

	By:	/s/ Steven M. Foster
	Name:	Steven M. Foster
	Title:	Chief Executive Officer and President

Exhibit 10.1

August 16, 2024

Kevin Williamson

Dear Kevin:

I am pleased to offer you a position with Tenon Medical, Inc. (the “Company”), as its Chief Financial Officer, reporting to the Chief Executive Officer.

If you decide to join us, you will receive an annual salary of $315,000 (the “Base Salary”), less applicable withholdings, which will be paid semi-monthly in accordance with the Company’s normal payroll procedures. Any modification in Base Salary (together with the then existing Base Salary) shall serve as the “Base Salary” for future employment under this offer letter. The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period.

As an employee, you are also eligible to receive certain Company-sponsored employee benefits that are provided to similarly situated employees pursuant to the terms and conditions of the Company benefit plans and as otherwise required by law. Notwithstanding any provision in this letter, the Company may modify job titles and positions, wages, benefits, and other terms and conditions of employment from time to time as it deems necessary or appropriate.

During each calendar year of your employment, you will be eligible to receive a discretionary annual bonus, up to a target of thirty percent (30%) of the Base Salary, less applicable withholdings (the “Annual Bonus”); provided, however, that for the 2024 calendar year, your target Annual Bonus will be prorated based on the amount of time you work for the Company in the 2024 calendar year. The amount of the Annual Bonus (if any) will be determined in the Company’s sole discretion based on its assessment of the Company’s performance and your individual performance during a given calendar year. If the Company determines that you should receive an Annual Bonus for any given year, the Company shall pay you the bonus by March 15 following each year end. Please note, you must be an employee in good standing of the Company on the payout date of the Annual Bonus, as determined in the Company’s sole discretion, to be eligible to earn and receive the Annual Bonus. No “prorated” or partial bonus will be provided in the event of your earlier separation from employment with the Company.

104 Cooper Court | Los Gatos, CA | 95032

Phone: 408.649.5760 Fax: 408.649.5756

In addition, if you decide to join us, it will be recommended to the Company’s Board of Directors as soon as practicable following the Start Date that the Company grant you a restricted stock unit award for 50,000 shares of the Company’s Common Stock (the “RSUs”). The RSUs shall be subject to the terms and conditions of the Company’s equity incentive plan and form of restricted stock unit grant agreement. One-third (1/3rd) of the RSUs shall vest twelve (12) months after the date your vesting begins, no RSUs shall vest before such date, and no rights to any vesting shall be earned or accrued prior to such date. The remaining RSUs shall vest semi-annually over the next four (4) half-year periods in equal amounts. Vesting is in all cases subject to your continuing service through the applicable vesting date. No right to any RSUs is earned or accrued until such time that vesting occurs, nor does this grant confer any right to continue vesting or employment.

The Company is excited about your joining and looks forward to a beneficial and productive relationship. Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks’ notice.

If the Company terminates your employment without Cause (as defined below), then, subject to the conditions set forth below, the Company agrees to pay you continuing severance pay at a rate equal to one hundred percent (100%) of your Base Salary, as then in effect (less applicable withholdings) for a period of twelve (12) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll practices (the “Severance”). For the avoidance of doubt, in the event that: (i) you resign your employment with the Company or (ii) the Company terminates your employment for Cause, you will not be entitled to the Severance. Your entitlement to the Severance is conditioned upon your compliance and continued compliance with the terms of this letter and the Confidentiality Agreement (as defined below) as well as your signing, and not revoking (as applicable), a separation agreement and release in the form provided by the Company (the “Release”), provided that such Release becomes effective and irrevocable no later than sixty (60) days following the separation date or such earlier date required by the release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to the Severance. Any contrary representations that may have been made to you are superseded by this letter. This is the full and complete agreement between you and the Company on this term.

For purposes of this letter, “Cause” shall mean: (i) your failure to perform the material duties and obligations of your position with the Company; (ii) your failure or refusal to comply with the policies, standards and regulations established by the Company from time to time; (iii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by you that benefits you at the expense of the Company; (iv) your violation of a federal or state law or regulation applicable to the Company’s business; (v) your conviction of, or a plea of nolo contendere or guilty to, a felony under the laws of the United States or any state; (vi) your material breach of the terms of this offer letter or your Confidentiality Agreement; or (vii) the Company’s severe financial distress, whereby the Company is in the process of winding down its business and your employment is terminated in connection with such winding down.

104 Cooper Court | Los Gatos, CA | 95032

Phone: 408.649.5760 Fax: 408.649.5756

The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting, or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third-party confidential information to the Company, including that of your former employer, and that you will not in any way utilize any such information in performing your duties for the Company.

As a Company employee, you will be expected to abide by Company rules and standards. You will be specifically required to sign an acknowledgment that you have read and that you understand the Company’s Code of Conduct and Insider Trading Policy.

As a condition of your employment, you will also be required to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Confidentiality Agreement”), which requires, among other provisions, mandatory arbitration of disputes between you and the Company. A copy of the Confidentiality Agreement is being provided together with this offer letter for your review and signature.

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below. If you accept our offer, your first day of employment will be September 3, 2024 (the “Start Date”). This letter, along with your Confidentiality Agreement, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements including, but not limited to, any representations made during your recruitment, interviews, or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the Company’s highest-ranking corporate executive (e.g., Chief Executive Officer, President) or his or her authorized representative. This offer of employment will terminate if it is not accepted, signed, and returned by August 21, 2024.

104 Cooper Court | Los Gatos, CA | 95032

Phone: 408.649.5760 Fax: 408.649.5756

We look forward to your favorable reply and to working with you at the Company.

	Sincerely,

	/s/ Steven M. Foster
	Steven M. Foster
	President and Chief Executive Officer

Acknowledged and accepted:

/s/ Kevin Williamson
Kevin Williamson

Date:	8/20/2024

Enclosures:

Confidentiality Agreement

104 Cooper Court | Los Gatos, CA | 95032

Phone: 408.649.5760 Fax: 408.649.5756

Exhibit 99.1

Tenon Medical Appoints Medical Device Veteran, Kevin Williamson, Chief Financial Officer

Los Gatos, CA – August 27, 2024 - Tenon Medical, Inc. (NASDAQ: TNON) (“Tenon Medical” or the “Company”), a company transforming care for patients suffering with certain sacroiliac joint (SI Joint) disorders, today announced it has appointed Kevin Williamson as Chief Financial Officer. Mr. Williamson’s appointment succeeds the previously disclosed retirement of Steve Van Dick from the role of Chief Financial Officer.

Mr. Williamson most recently served as the Chief Financial Officer at Accelus Inc., a medical device company focused on expandable spinal implant technology. In this role, Mr. Williamson was responsible for the finance organization, in addition to the investor relations and IT functions. From 2019 to 2020, Mr. Williamson served in the Director of Finance position at Accelus Inc., where he was responsible for Financial Planning and Analysis. From 2015 to 2019, Mr. Williamson held various roles of increasing responsibility in the Corporate Finance department at NuVasive, Inc., a California-based medical device company focused on minimally invasive spine surgery. Mr. Williamson holds a B.S. in Business Administration, Finance from San Diego State University and an M.B.A. from the University of San Diego Knauss School of Business.

Steve Foster, Chief Executive Officer of Tenon, commented, “With an extensive track record of financial leadership in the spinal related medical technology industry, we are thrilled to welcome Kevin as Tenon’s new Chief Financial Officer. As we near completion of upcoming catalysts, including full enrollment of our post-market clinical trial for The Catamaran SI Joint Fusion System and the release of the study’s interim analysis, Kevin’s vast experience as a CFO and finance professional will be instrumental to strategically advance Tenon into our next phase of growth.”

Mr. Williamson said, “It is an honor to join Tenon, and I would like to thank Steve and the Board for selecting me to fulfill this responsibility at this exciting inflection point in the Company’s growth trajectory. I look forward to leveraging my financial oversight experience of private and public companies within the medical device industry by managing sustainable revenue while creating operating leverage, as Tenon penetrates the SI market to achieve its objective of reducing chronic SI pain and driving long-term value.”

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. Tenon is underway with a national launch of this system to address the greatly underserved market opportunity that exists in this space. For more information, please visit www.tenonmed.com.

The Tenon Medical logo and Tenon Medical, are registered trademarks of Tenon Medical, Inc. Catamaran is a trademark of Tenon Medical, Inc.

Forward-Looking Statements

This press release contains “forward-looking statements,” which are statements related to events, results, activities or developments that Tenon Medical expects, believes or anticipates will or may occur in the future. Forward-looking often contain 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 Medical’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 on file with the Securities and Exchange Commission (“SEC”) at www.sec.gov, particularly the information contained in the section entitled “Risk Factors,” and other SEC filings. 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.

Investor Contact

Shannon Devine

MZ North America

203-741-8811

tenon@mzgroup.us

Cover	Aug. 27, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 27, 2024
Entity File Number	001-41364
Entity Registrant Name	TENON MEDICAL, INC.
Entity Central Index Key	0001560293
Entity Tax Identification Number	45-5574718
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	104 Cooper Court
Entity Address, City or Town	Los Gatos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95032
City Area Code	408
Local Phone Number	649-5760
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TNON
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	TNONW
Security Exchange Name	NASDAQ