As filed with the Securities and Exchange Commission on February 9, 2023
Registration No. 333-269653
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Tenon Medical, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 3841 | 45-5574718 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
104 Cooper Court
Los Gatos, CA 95032
(408) 649-5760
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Steven M. Foster
Chief Executive Officer and President
Tenon Medical, Inc.
104 Cooper Court
Los Gatos, CA 95032
(408) 649-5760
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Barry Grossman, Esq. | |
Sarah Williams, Esq. | |
Ross D. Carmel, Esq. | Matthew Bernstein, Esq. |
Jeffrey P. Wofford, Esq. | Ellenoff Grossman & Schole LLP |
Carmel, Milazzo & Feil LLP | 1345 Avenue of the Americas |
55 West 39th Street, 18th Floor | New York, New York |
New York, New York 10018 | Telephone: (212) 370-1300 |
Telephone: (212) 658-0458 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ☒ | Smaller reporting company x |
Emerging growth company x |
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 to Section 7(a)(2)(B) of the Securities Act. ¨
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-269653) is filed solely as an exhibits-only filing. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
EXHIBIT INDEX
* Previously filed.
(b) Financial Statement Schedules: All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements and the related notes.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on February 9, 2023.
TENON MEDICAL, INC. | ||
By: | /s/Steven M. Foster | |
Steven M. Foster | ||
Chief Executive Officer and President (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/Steven M. Foster | Chief Executive Officer and President, Director | February 9, 2023 | ||
Steven M. Foster | (Principal Executive Officer) | |||
/s/Richard Ginn | Chief Technology Officer and Director | February 9, 2023 | ||
Richard Ginn | ||||
/s/Steven Van Dick | Chief Financial Officer | February 9, 2023 | ||
Steven Van Dick | (Principal Financial and Accounting Officer) | |||
/s/Richard Ferrari | Director | February 9, 2023 | ||
Richard Ferrari | ||||
/s/Ivan Howard | Director | February 9, 2023 | ||
Ivan Howard | ||||
/s/Frank Fischer | Director | February 9, 2023 | ||
Frank Fischer | ||||
/s/Robert K. Weigle | Director | February 9, 2023 | ||
Robert K. Weigle | ||||
/s/Stephen H. Hochschuler, M.D | Director | February 9, 2023 | ||
Stephen H. Hochschuler, M.D |
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