Filed 2026-03-27 · Period ending 2025-12-31 · 81,046 words · SEC EDGAR
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# Tenon Medical, Inc. (TNON) — 10-K **Filed:** 2026-03-27 **Period ending:** 2025-12-31 **Accession:** 0001213900-26-035707 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1560293/000121390026035707/) **Origin leaf:** 4ff071bca4a28256ea9e7e5dbea2c4183bbe5e260355b23619eb46f0be20209a **Words:** 81,046 --- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41364 TENON MEDICAL, INC. (Exact name of registrant as specified in its charter) | Delaware | | 45-5574718 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | 104 Cooper Court Los Gatos, CA 95032 (Address of principal executive offices) (Zip Code) (408) 649-5760 (Registrants telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: | Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered | | | Common stock, par value $0.001 per share | | TNON | | The Nasdaq Stock Market LLC | | | Warrants to purchase shares of Common Stock, par value $0.001 per share | | TNONW | | The Nasdaq Stock Market LLC | | Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule12b-2 of the Exchange Act. | Largeacceleratedfiler | | Acceleratedfiler | | | | Non-accelerated filer | | Smallerreportingcompany | | | | Emerginggrowthcompany | | | | | 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 Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant on June30, 2025 (the last business day of the registrants most recently completed second quarter) was approximately $7,321,997, which is based on a closing price per share of $0.977 on such date. As of March 27, 2026, the registrant had a total of 11,296,378 shares of its common stock, $0.001 par value per share, outstanding. Tenon Medical, Inc. Annual Report on Form 10-K For the Fiscal Year ended December31, 2025 TABLE OF CONTENTS | PART I | | | | Item 1 Business | 1 | | | Item 1A Risk Factors | 16 | | | Item 1B Unresolved Staff Comments | 46 | | | Item 1C Cybersecurity | 47 | | | Item 2 Properties | 47 | | | Item 3 Legal Proceedings | 47 | | | Item 4 Mine Safety Disclosures | 47 | | | PART II | | | | Item 5 Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 48 | | | Item 6 [Reserved] | 49 | | | Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations | 50 | | | Item 7A. Quantitative and Qualitative Disclosures about Market Risk | 55 | | | Item 8 Financial Statements and Supplementary Data | F-1 | | | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 56 | | | Item 9A Controls and Procedures | 56 | | | Item 9B Other Information | 56 | | | Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 56 | | | PART III | | | | Item 10 Directors, Executive Officers and Corporate Governance | 57 | | | Item 11 Executive Compensation | 64 | | | Item 12 Security ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 67 | | | Item 13 Certain Relationships and Related Transactions, and Director Independence | 69 | | | Item 14 Principal Accountant Fees and Services | 70 | | | PART IV | | | | Item 15 Exhibit and Financial Statement Schedules | 71 | | | Item 16 Form 10-K Summary | 73 | | i CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or managements good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as may, will, should, could, would, expect, intend, seek, plan, anticipate, believe, estimate, project, predict, potential, might, forecast, continue, or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about: | | | Our ability to effectively operate our business segments; | | | | | | | | | | Our ability to manage our research, development, expansion, growth and operating expenses; | | | | | Our ability to evaluate and measure our business, prospects and performance metrics; | | | | | Our ability and our national distributors ability to compete, directly and indirectly, and succeed in the highly competitive medical devices industry; | | | | | Our ability to respond and adapt to changes in technology and customer behavior; | | | | | Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and | | | | | | | | | | Other factors (including the risks contained in the section of this report entitled Risk Factors) relating to our industry, our operations, and results of operations. | | Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Annual Report on Form 10-K should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Use of Certain Defined Terms Except where the context otherwise requires and for the purposes of this report only: | | all references to the Company, Tenon, the registrant (whether capitalized or not), we, our, or us in this report mean Tenon Medical, Inc.; | | | | | year or fiscal year means the year ending December 31st; | | | | all dollar or $ references, when used in this report, refer to United States dollars; | | | | Exchange Act refers the Securities Exchange Act of 1934, as amended; | | | | | SEC refers to the Securities and Exchange Commission; and | | | | Securities Act refers to the Securities Act of 1933, as amended. | | ii Risk Factors Summary Our business is subject to numerous risks and uncertainties, any one of which could materially adversely affect our results of operations, financial condition or business. These risks include, but are not limited to, those listed below. This list is not complete, and should be read together with Item 1A, Risk Factors and should not be relied upon as an exhaustive summary of the material risks we face. | | We have incurred losses in the past, our financial statements have been prepared on a going concern basis and we may be unable to achieve or sustain profitability in the future; | | | | If hospitals, clinicians, and other healthcare providers are unable to obtain and maintain coverage and reimbursement from third-party payors for procedures performed using our products, adoption of our products may be delayed, and it is unlikely that they will gain further acceptance; | | | | We may not be able to convince physicians that the Catamaran SI Joint Fusion System (The Catamaran System) and the SImmetry+ SI Joint Fusion System (The SImmetry+ System) are attractive alternatives to our competitors products and that our procedures are an attractive alternative to existing surgical and non-surgical treatments of the sacroiliac joint (The SI Joint); | | | | Clinicians and payors may not find our clinical evidence to be compelling, which could limit our sales, and ongoing and future research may prove our products to be less safe and effective than initially anticipated; | | | | Pricing pressure from our competitors, changes in third-party coverage and reimbursement, healthcare provider consolidation, payor consolidation and the proliferation of physician-owned distributorships may impact our ability to sell our products at prices necessary to support our current business strategies; | | | | We operate in a very competitive business environment and if we are unable to compete successfully against our existing or potential competitors, our sales and operating results may be negatively affected and we may not grow; | | | | We currently manufacture (through third parties) and sell products used in a single procedure, which could negatively affect our operations and financial condition; | | | | We are dependent on a limited number of contract manufacturers, some of them single-source and some of them in single locations, for our product, and the loss of any of these contract manufacturers, or their inability to provide us with an adequate supply of products in a timely and cost-effective manner, could materially adversely affect our business; | | | | We and our contract manufacturers are subject to extensive governmental regulation both in the United States and abroad, and failure to comply with applicable requirements could cause our business to suffer; | | | | We and our independent sales representatives must comply with U.S. federal and state fraud and abuse laws, including those relating to physician kickbacks and false claims for reimbursement; | | iii | | If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed; | | | | We may incur product liability losses, and insurance coverage may be inadequate or unavailable to cover these losses; | | | | We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks; | | | | The medical device industry is characterized by patent litigation and we could become subject to litigation that could be costly, result in the diversion of managements time and efforts, require us to pay damages, and/or prevent us from developing or marketing our existing or future products; | | | | Our business could suffer if we lose the services of key members of our senior management, key advisors or personnel; | | | | Various factors outside our direct control may adversely affect manufacturing and distribution of our product; | | | | We may seek to grow our business through acquisitions of or investments in new or complementary businesses, products or technologies, and the failure to manage acquisitions or investments, or the failure to integrate them with our existing business, could have a material adverse effect on us; | | | | Our ability to protect our intellectual property and proprietary technology is uncertain; | | | | The size and future growth in the market for the SI Joint fixation market have not been established based on market reports and our estimates are based on our own review and analysis of public information and may be smaller than we estimate, possibly materially. In addition, our estimates of cost savings to the economy and healthcare system as a result of The Catamaran System and The SImmetry+ System procedures are based on our internal estimates and market research and could also be smaller than we estimate, possibly materially. If our estimates and projections overestimate the size of this market or cost savings, our sales growth may be adversely affected; | | | | We have a limited operating history and may face difficulties encountered by early-stage companies in new and rapidly evolving markets; | | | | Our failure to adequately protect personal information in compliance with evolving legal requirements could harm our business; and | | | | Geopolitical conditions, including trade disputes and direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results. | | iv PART I Item 1. Business Introduction Tenon Medical, Inc. (we or the Company) was incorporated in the State of Delaware on June 19, 2012 and was headquartered in San Ramon, California until June 2021 when it relocated to Los Gatos, California. We are a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. We currently offer two systems to treat a diseased sacroiliac joint (the SI Joint). We have developed The Catamaran SI Joint Fusion System (The Catamaran System) that offers a novel, less invasive approach to the SI Joint using a single, robust, titanium implant for treatment of the most common types of SI Joint disorders that cause lower back pain. We received U.S. Food and Drug Administration (FDA) clearance in 2018 for The Catamaran System and are currently focused on the US market. Since the national launch of The Catamaran System in October 2022, we have been focused on three commercial opportunities: 1) Primary SI Joint procedures, 2) Revision procedures of failed SI Joint implants and 3) SI Joint fusion adjunct to a spine fusion construct. In August 2025, we acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+ SI Joint Fusion System (The SImmetry+ System) that treats disorders of the SI Joint through minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles-including joint decortication, bone graft placement, and rigid fixation-with the goal of achieving a true biological fusion across the SI Joint. Recent Developments *March 2026 Financing* ** On March 11, 2026, we entered into securities purchase agreements with certain accredited investors pursuant to which we issued and sold in a private placement 20% original issue discount senior convertible promissory notes (the Convertible Promissory Notes) in an aggregate principal amount of approximately $5.2 million for aggregate gross proceeds of approximately $4.3 million. The Convertible Promissory Notes have a maturity date of September 11, 2026, which, at our option, can be extended to December 11, 2026. Following the 6-month anniversary of the issuance date, the Convertible Promissory Notes will be convertible at any time at the option of the holder into shares of our common stock at a conversion price per share equal to the greater of 80% of the VWAP for the three trading days immediately prior to the date of conversion and $0.1567, subject to adjustment for stock splits and pro rata distributions as provided in the Convertible Promissory Notes. If the maturity date of the Convertible Promissory Notes is extended, their outstanding principal amount will be increased by 5%. Any prepayment of the Convertible Promissory Notes will be paid at 102.5% of the principal amount being prepaid. In addition, we are required to prepay the Convertible Promissory Notes from 15% of the net proceeds we may receive from future securities financing transactions less certain amounts attributable to the original issue discount. WallachBeth Capital LLC acted as our placement agent in connection with this offering and received a cash fee equal to 7.0% of the aggregate gross proceeds raised in the offering and reimbursement of certain expenses in the amount of $65,000. *Nasdaq Notice* On February 25, 2026, we received a letter from the Nasdaq Listing Qualifications Department notifying us that, for the 30 consecutive business day period between January 9, 2026 through February 24, 2026, our common stock had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the Bid Price Rule). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until August 24, 2026 (the Compliance Period), to regain compliance with the Bid Price Rule. In order to regain compliance with the Bid Price Rule, our common stock is required to maintain a minimum closing bid price of $1.00 for a minimum of ten consecutive business days during the Compliance Period prior to August 24, 2026. If we do not regain compliance with the Bid Price Rule by August 24, 2026, we may be eligible for an additional 180-day period to regain compliance. As of the date of this report, our common stock has not regained compliance with the Bid Price Rule. If we cannot regain compliance during the Compliance Period or any subsequently granted compliance period, our common stock will be subject to delisting. At that time, we may appeal the delisting determination to a Nasdaq hearings panel. The notice from Nasdaq has no immediate effect on the listing of our common stock, which will continue to be listed on The Nasdaq Capital Market under the symbol TNON. We are currently evaluating our options for regaining compliance with the Bid Price Rule. 1 *November 2025 PIPE Financing* ** On November 10, 2025, we entered into securities purchase agreements with certain accredited investors in an at-the-market private investment in public equity financing (the PIPE Financing) pursuant to which we agreed to issue and sell an aggregate of 2,217,904 shares of common stock and/or pre-funded common stock purchase warrants, and common stock purchase warrants, each exercisable for one share of our common stock, at a combined offering price of $1.285 per share and warrant to purchase one share of common stock. The warrants have an exercise price of $1.16 per share and expire 3 years from the date of issuance. The PIPE Financing closed on November 14, 2025, and we issued to the investors 2,217,904 shares of common stock and 2,217,904 common stock purchase warrants. Pursuant to the purchase agreements, we received proceeds, net of transaction expenses, of approximately $2.7 million. Steven Foster, the Companys Chief Executive Officer and Director, Nathaniel Grawey, the Companys Chief Commercial Officer, and Wyatt Geist, the Companys Chief Innovation Officer, participated in the PIPE Financing as investors. The shares of our common stock and the shares underlying warrants issued in the PIPE Financing are entitled to customary resale registration rights. The Opportunity We estimate that over 30 million American adults have chronic lower back pain. Published clinical studies have shown that 15% to 30% of all chronic lower back pain is associated with the SI Joint. For patients whose chronic lower back pain stems from the SI Joint, our experience in both clinical trials and commercial settings indicates the system to be introduced by Tenon could be beneficial for patients who are properly diagnosed and screened for surgery by trained healthcare providers. In 2019, approximately 475,000 patients in the United States were estimated to have received an aesthetic injection to temporarily alleviate pain emanating from the SI Joint and/or to diagnose SI Joint pain. Additionally, several non-surgical technologies have been introduced in the past 10 years to address patients who do not respond to conservative options, including systemic oral medications, opioids, physical therapy and injection therapy. To date, the penetration of a surgical solution for this market has been relatively low (5-7%). We believe this is due to complex surgical approaches and suboptimal implant design of existing options. The penetration of this market with an optimized surgical solution is Tenons focus. We believe the SI Joint is the last major joint to be successfully addressed by the spine implant industry. Studies have shown that disability resulting from disease of the SI Joint is comparable to the disability associated with a number of other serious spine conditions, such as knee and hip arthritis and degenerative disc disease, each of which has surgical solutions where an implant is used, and a multi-billion-dollar market exists. The SI Joint * 2 The SI Joint is a strong weight bearing synovial joint situated between the lumbar spine and the pelvis and is aligned along the longitudinal load bearing axis of the human spine when in an upright posture. It functions as a force transfer conduit where it transfers axial loads bi-directionally from the spine to the pelvis and lower extremities and allows forces to be transmitted from the extremities to the spine. It also provides load sharing between the hip and spine to contribute towards attenuation of impact shock and stress from activities of daily living. The SI Joint is a relatively immobile joint that connects the sacrum (the spinal segment that is attached to the base of the lumbar spine at the L5 vertebra) and the ilium of the pelvis. Each SI Joint is approximately 2-4mm wide and irregularly shaped. Motion of the SI Joint features vertical shear and rotation. Although the rotational forces about the SI Joint are relatively low, repetitive motions created by daily activities such as walking, jogging, twisting at the hips, and jumping can increase the stresses on the SI Joint. If the SI Joint is compromised through injury or degeneration, the load bearing and motion restraints from the surrounding anatomical structures of the SI Joint will be compromised resulting in abnormal stress transfers across the joint to these structures, thereby further augmenting the degenerative cascade of the SI Joint. Eventual pain and cessation of an individuals normal activities due to a painful and unstable SI Joint have led to an increase in the recent development of SI Joint stabilization devices. Non-SurgicalTreatment of Sacroiliac Joint Disease Severalnon-surgicaltreatments exist for suspected sacroiliac joint pain. These conservative steps often provide desired relief for the patient. Non-surgical treatments include: | | Physical Therapy. | | | | Drug Therapy: including opiates and non-steroidal anti-inflammatory medications. | | | | Intra-Articular Injections of Steroid Medications: which are typically performed by physicians who specialize in pain treatment or anesthesia. | | When conservative steps fail to deliver sustained pain relief and return to quality of life, specific diagnostic protocols are utilized to explore if a surgical option should be considered. Diagnosis Historically, diagnosing pain from the SI Joint was not routinely a focus of orthopedic or neurosurgery training during medical school or residency programs. Due to its invasiveness, post-operative pain, and muscle disruption along with a difficult procedure overall, the open SI Joint fusion procedure was rarely taught in these settings. The emergence of various less invasive SI Joint surgical technologies has generated a renewed discussion of SI Joint issues. Of particular focus is the diagnostic protocol utilized to properly select patients for SI Joint surgery. Patients with low back pain typically start with primary care physicians who often refer to pain specialists. Here, the patient will undergo traditional physical therapy combined with oral medications (anti-inflammatory, narcotic, etc.). If the patient fails to respond to these steps the pain specialist may move to therapeutic injections of the SI Joint. These injections may serve to lessen inflammation to the point that the patient is satisfied. However, the impact from these injections is often transient. In this case the patient is often referred to a clinician to determine if the patient may be a candidate for surgical intervention. A series of provocative tests in clinic, combined with a specific injection protocol to isolate the SI Joint as the pain generator is then utilized to confirm the need for surgical intervention. Published literature has shown this technique to be a very effective step to determine the best treatment to alleviate pain. Limitations of Existing Treatment Options Surgical fixation and fusion of the SI Joint with an open surgical technique was first reported in 1908, with further reports in the 1920s. The open procedure uses plates and screws, requires a6to12-inchincision and is extremely invasive. Due to the high invasiveness and associated morbidity, the use of this procedure is limited to cases involving significant trauma, tumor, etc. Less invasive surgical options along with implant design began to emerge over the past 15 years. These options feature a variety of approaches and implant designs and have been met with varying degrees of adoption. Lack of a standard and accepted diagnostic approach, complexity of approach, high morbidity of approach, abnormally high complication rates and inability to radiographically confirm fusion have all been cited as reasons for low adoption of these technologies. Commercialization Tenons Catamaran and SImmetery+ Systems make up the Companys growing portfolio of advanced SI Joint technologies. Together, these platforms uniquely position Tenon with multiple surgical approaches lateral and inferior-posterior both designed to be minimally invasive, enable authentic arthrodesis and supported by robust clinical evidence, including the published prospective Mainsail and EVoluSIon SI Joint fusion studies. We anticipate that these differentiated technologies will enable physicians to customize treatment plans for their patients with an innovative portfolio that spans SI Joint, spinal fusion, and deformity adjuncts each solution engineered to deliver fusion outcomes more reliably. We believe that this multi-platform, multi-approach strategy strengthens Tenons competitive advantage in the expanding SI Joint fusion market and underscores the Companys commitment to delivering effective, durable outcomes for physicians and patients. * 3 ** *The Catamaran System* ** Tenon initiated its national commercial launch of The Catamaran System in October 2022 to address what we believe is a large market opportunity. The Catamaran System includes instruments and implants designed to prepare and fixate the SI Joint for fusion. The Catamaran System is distinct from other competitive offerings in the following ways: | | Trans-articular placement across the SI Joint | | | | Inferior-posterior sacroiliac fusion approach | | | | Reduced approach morbidity | | | | Direct visualization to the SI Joint | | | | Single implant technique | | | | Insertion trajectory away from the neural foramen | | | | Insertion trajectory away from major lateral vascular structures | | | | Autologous bone grafting in the ilium, sacrum and bridge | | | | Radiographic confirmation of bridging bone fusion of the SI Joint | | ** The fixation device and its key features are shown below: ** | | | Key Features | | | | | | | | Robust single titanium implant | | | | | | | | Incorporates fusion principles to facilitate long-term fixation | | | | | | | | Immediate stabilization along the long axis of the joint. | | | | | | | | Fenestrated pontoons designed to facilitate bony in-growth. | | | | | | | | Pontoons and Bridge window filled with autologous bone from drilling process | | | | | | | | Proprietary osteotome bridge designed to disrupt the joint in preparation for fusion | | The Catamaran System represents a novel less invasive approach to treat SI Joint dysfunction. Its trans-articular placement, combined with a design rooted in fusion principles, ensures immediate fixation and stabilization supported by peer reviewed clinical and radiographic evidence of fusion with a compelling safety profile. The Catamaran System is a singular implant designed with several proprietary components which allow for it to be explicitly formatted to address the SI Joint with a single, less invasive approach and implant. This contrasts with several competitive implant systems that require multiple approach pathways and implants to achieve fixation. In addition, the inferior-posterior approach is designed to be direct to the joint and through limited anatomical structures which may minimize the morbidity of the approach. The implant features a patented dual pontoon open cell design which enables the clinician to pack the pontoons with the patients own autologous bone designed to promote bone fusion across the joint. The Catamaran System is designed specially to resist vertical shear and rotation of the joint in which it was implanted, helping stabilize the joint in preparation for eventual fusion. ** The instruments we have developed are proprietary to The Catamaran System and specifically designed to transfix the SI Joint and facilitate an inferior-posterior approach that is unique to the system. ** Tenon also has developed a proprietary 2D radiographic placement protocol as well as a protocol for 3D navigation utilizing the latest techniques in spine surgery. These Tenon advancements are intended to further enhance the safety and ease of the procedure and encourage more physicians to adopt the procedure. ** In October 2022, we received Institutional Review Board (IRB) approval from WCG IRB for two separate Tenon-sponsored post market clinical studies of The Catamaran System. The approval by WCG allows designated Catamaran study centers to begin recruiting and enrolling patients into the clinical studies. The first approval from WCG IRB supports a prospective, multi-center, single arm post market study that will evaluate the clinical outcomes of patients with sacroiliac joint disruptions or degenerative sacroiliitis treated with The Catamaran System. Patients will be followed out to 24 months assessing various patient reported outcomes, radiographic assessments, and adverse events. The second prospective, multi-center, Catamaran study will evaluate 6-to-12-month radiographic outcomes to assess fusion of patients that have already undergone treatment with The Catamaran System. In addition, retrospective and prospective clinical outcomes will be evaluated. 4 *The SImmetry+ System* ** In August 2025, we acquired The SImmetry+ System, which affords an efficient and effective minimally invasive technique to effect a true arthrodesis of the SI Joint in the following way: | | Minimally invasive lateral access for safety and control | | | | System designed with well-established orthopedic fusion principles | | | | New 3D printed titanium implants and proprietary instrumentation provides rigid fixation | | | | Joint preparation with the proprietary SImmetry Decorticator removes cartilage and decorticates opposing joint surfaces | | | | Bone graft delivery to the prepared joint to facilitate fusion | | The Market Based on market research and internal estimates, Tenon believes the potential market for surgical intervention of SI Joint dysfunction to be 270,000 procedures annually in the U.S. alone, for a potential annual market of approximately $2.1 billion. These estimates are driven by coding data for SI Joint injections to treat pain and informed assumptions relative to surgical intervention candidacy Based on public information, we believe that the largest clinical device supplier in this market does approximately 16,000 SI Joint fixations a year representing the largest market share. The other competitive devices that are offered are all products generally part of much larger companies with a variety of orthopedic devices and as such do not specifically call out the number of specific SI Joint procedures performed with their products. It is our belief that all other competitive devices represent approximately another 5,000 potential SI Joint procedures. Based on this analysis we believe the market is vastly underserved and only penetrated 5-7%, leaving tremendous upside for a next generation device that meets the needs of this market. Competitive Landscape By expanding the Tenon portfolio to include both the Catamaran and SImmetry+ systems, we have created a differentiated market position with multiple approaches to SI Joint fusion backed by clinical outcomes including: | | Pain reduction, | | | | Patient satisfaction, and | | | | Independent confirmation of bridging bone fusion across the joint. | | In our view, this differentiated market position strengthens our ability to drive adoption, increase procedure volumes, and capture a larger share of this rapidly expanding market The following are the primary factors on which companies compete in our industry: | | product and clinical procedure effectiveness; | | | | ease of surgical technique and use of associated instruments; | | | | safety; | | | | published clinical outcomes and evidence; | | | | sales force knowledge and service levels; | | | | product support and service, and customer service; | | | | comprehensive training, including disease, anatomy, diagnosis, and treatment; | | | | product innovation and the speed of innovation; | | | | intellectual property; | | 5 | | accountability and responsiveness to customers demands; | | | | pricing and reimbursement; | | | | scientific (biomechanics) data; and | | | | attracting and retaining key personnel. | | Tenon believes providing physicians innovative SI Joint system choices, backed by clinical outcomes, will open the door to enhanced adoption and further penetration of this important market. The Catamaran SI Joint Fusion System Solution Until October 2022, Tenon sold The Catamaran System to a limited number of clinician advisors to refine the product for a full commercial launch. In October 2022, Tenon initiated a full commercial launch at the NASS meeting in Chicago. The Catamaran System includes instruments and implants designed to prepare and fixate the SI Joint for fusion. We believe The Catamaran System will address a large market opportunity with a superior product and is distinct from other competitive offerings in the following ways: | | Trans-articular placement across the SI Joint | | | | Inferior-posterior sacroiliac fusion approach | | | | Less invasive surgical approach | | | | Direct visualization to the SI Joint | | | | Single implant technique | | | | Insertion trajectory away from the neural foramen | | | | Insertion trajectory away from major vascular structures | | | | Autologous bone grafting in the ilium, sacrum and bridge | | | | Radiographic confirmation of bridging bone fusion of the SI Joint | | The Catamaran System is a singular implant designed with several proprietary components which allow for it to be explicitly formatted to transfix the SI Joint with a single approach and implant. This contrasts with several competitive implant systems that require multiple approach pathways and implants to achieve fixation. In addition, the Inferior-Posterior approach is designed to be direct to the joint and through limited anatomical structures which may minimize the morbidity of the approach. The implant features a patented dual pontoon open cell design which enables the clinician to pack the pontoons with the patients own autologous bone designed to promote bone fusion across the joint. The Catamaran System is designed specially to resist vertical shear and rotation of the joint in which it was implanted, helping stabilize the joint in preparation for eventual fusion. The instruments we have developed are proprietary to The Catamaran System and specifically designed to facilitate an Inferior Posterior approach that is unique to the system. Tenon also has developed a proprietary 2D placement protocol as well as a protocol for 3D navigation utilizing the latest techniques in spine surgery. These Tenon advancements are intended to further enhance the safety of the procedure and encourage more physicians to adopt the procedure. *The Procedure* ** We believe The Catamaran System and its differentiated characteristics allow for an efficient and effective procedure designed to deliver short-term stabilization and long-term fusion that can be confirmed radiographically. Shown below is an illustration demonstrating the unique placement of The Catamaran System inserted Inferior-Posterior and coming directly down to and transfixing the joint. The Catamaran System procedure is typically performed under general anesthesia using a specially designed instrument set we provide to prepare for the Inferior-Posterior access to the SI Joint. Specially designed imaging and navigation protocols are designed to ensure the clinician has the proper entry point, trajectory, angle and depth so that the pontoons of The Catamaran System are placed for maximum fixation. The Catamaran System incorporates two pontoons and is designed so that when the system is impacted into the bone one pontoon is on the Illum side and the other is in the Sacrum side with the bridge spanning the joint, preventing shear and rotation of the joint. The device also features an open cell design where the patients own (autologous) bone is packed into the pontoons and the bridge to facilitate fusion across the joint. The leading edge of the bridge is designed to act as an osteotome, providing a self-created deficit upon insertion. These features are designed to create an ideal environment for bone ingrowth and fusion. Below is a fluoroscopic image of an implanted Catamaran Fixation Device spanning the SI Joint. 6 Tenon believes the surgical approach and implant design it has developed, along with the 2D and 3D protocols for proper implantation will be received well by the clinician community who have been looking for a next generation device. Our initial clinical results indicate that The Catamaran System is promoting fusion across the joint as evidenced by post-op CT scans (the recognized gold standard widely accepted by the Clinical community). A preliminary 18 case series (Michael Joseph Chaparro, MD, F.A.A.N.S., F.A.C.S.) has documented that The Catamaran System does in fact promote fusion across the SI Joint, which many of our competitors have not been able to demonstrate. While products from some of our competitors use screws and triangular wedges to treat the SI Joint, most do not effectively resist the vertical shear and twisting within the joint. This 18 patient series was presented at the North American Spine Society Annual Meeting in Chicago, IL in October 2022. An independent biomechanical study (Lisa Ferrara, Ph.D. OrthoKinetic Technologies, LLC now part of Element) demonstrated that a single Catamaran SIJ Fixation Device was superior to predicate device in the areas of Fixation Strength, Shear Stiffness, Dynamic Endurance and Pullout Strength. We hold issued patents on The Catamaran System and its unique features including the dual pontoons and the open cell structure for bone graft packing. We also hold an issued patent for the method of placing The Catamaran System into the SI Joint where one pontoon is in the ilium and the other in the sacrum. The Catamaran Systems unique design has already demonstrated radiographically confirmed fusion in initial patients. We believe that this beneficial advantage along with a simpler, safer, and less painful procedure will make this the procedure of choice for most physicians. Tenon has initiated a post market, IRB controlled clinical trial to demonstrate this technology delivers on these advantages. The Mainsail Study is an ongoing prospective, single-arm, multi-center, post-market study evaluating clinical and radiographic outcomes of adult patients with sacroiliac joint disruptions or degenerative sacroiliitis treated with the Catamaran SI Joint Fusion System. The target enrollment for this study is up to 50 patients with up to 24-month follow-up. There have been two published interim analysis of the study with robust and sustainable clinical outcomes out to 12 months. These outcomes include the following: | | Statistically significant reduction in SI Joint pain at 12 months | | | | Robust safety profile | | | | High patient satisfaction throughout all follow-up timepoints | | | | Continued definitive evidence of fusion response at 12 months | | | | Efficient surgical technique and procedural workflow | | The SImmetry+ SI Joint Fusion System Solution In August 2025, we acquired The SImmetry+ System, which affords an efficient and effective minimally invasive technique to effect a true arthrodesis of the SI Joint in the following way: | | Minimally invasive lateral access for safety and control | | | | Joint preparation with the proprietary SImmetry Decorticator removes cartilage and decorticates opposing joint surfaces | | | | Bone graft delivery to the prepared joint to facilitate fusion | | | | Joint fixation with threaded 3D printed titanium implants | | *The Procedure* ** The SImmetry+ procedure is designed to: | | Stabilize the SI Joint | | | | Promote true bony fusion | | | | Reduce pain and improve function in appropriately selected patients | | This approach combines immediate fixation with biologically driven fusion, aligning with long-standing orthopedic fusion principles while utilizing a minimally invasive surgical technique. 7 The Simmetry+ System procedure is typically performed under general anesthesia using a specially designed instrument set we provide to prepare for lateral access to the SI Joint. Specially designed imaging and navigation protocols are designed to ensure the clinician has the proper entry point, trajectory, angle and depth of the implant for maximum fixation. The SImmetry+ SI Joint Fusion procedure is a minimally invasive surgical technique designed to achieve true bony fusion of the sacroiliac joint. Through a small lateral incision and fluoroscopic guidance, the joint is accessed and prepared using specialized decortication instruments to expose bleeding bone surfaces. Bone graft material is then placed within the joint to promote biological fusion, followed by placement of titanium implants across the ilium and sacrum to provide immediate mechanical stabilization. This combination of joint preparation, bone grafting, and fixation is intended to support durable fusion while minimizing surgical disruption. The SImmetry+ System was part of the EVoluSIon study which was a prospective, multi-center clinical study evaluating up to 250 patients treated with The SImmetry+ System. At 12 months, patients demonstrated statistically significant reductions in pain and disability, meaningful reductions in opioid use, and approximately 69% showed radiographic evidence of fusion on CT. As one of the largest clinical datasets in minimally invasive SI Joint fusion, EVoluSIon supports the safety, effectiveness, and true fusion approach of the SImmetry+ platform. Coverage and Reimbursement When a Tenon procedure utilizing The Catamaran Systemor The SImmetry+ System is performed, the healthcare facility, either a hospital (inpatient or outpatient clinic), and the clinician submit claims for reimbursement to the patients insurer. Generally, the facility obtains a lump sum payment, or facility fee, for SI Joint fusions. Our products are purchased by the facility, along with other supplies used in the procedure. The facility must also pay for its own fixed costs of operation, including certain operating room personnel involved in the procedure, ICD and other medical services care. If these costs exceed the facility reimbursement, the facilitys managers may discourage or restrict clinicians from performing the procedure in the facility or using certain technologies, such as The Catamaran System or The SImmetry+ System, to perform the procedure. The Medicare 2025 national average hospital outpatient clinic payment was $17,914. We believe that insurer payments to facilities are generally adequate for these facilities to offer The Catamaran System and The SImmetry+ System procedures. Physicians are reimbursed separately for their professional time and effort to perform a surgical procedure. Depending on the surgical approach, the incision size, type and extent of imaging guidance, indication for procedure, and the insurer, The Catamaran System and The SImmetry+ System procedures may be reported by the physician using CPT codes 27279 and 27280. The Medicare 2026 payment rates for CPT codes 27279 and 27280 are $759 and $1,284, respectively. For some governmental programs, such as Medicaid, coverage and reimbursement differ from state to state, and some state Medicaid programs may not pay an adequate amount for the procedures performed with our products, if any payment is made at all. Similar to Medicaid, many private payors coverage and payment may differ from one payer to another. We believe that some clinicians view the current Medicare reimbursement amount as insufficient for current SI Joint procedures, given the work effort involved with the procedure, including the time to diagnose the patient and obtain prior authorization from the patients health insurer when necessary. Many private payors require extensive documentation of a multi-step diagnosis before authorizing SI Joint fusion for a patient. We believe that some private payors apply their own coverage policies and criteria inconsistently, and clinicians may experience difficulties in securing approval and coverage for sacroiliac fusion procedures. Additionally, many private payors limit coverage for open SI Joint fusion to trauma, tumors or extensive spine fusion procedures involving multiple levels. Sales and Marketing We market and sell The Catamaran System and The SImmetry+ System primarily through independent distributors and sales representatives specializing in orthopedics and spine sales. Our target customer base includes approximately 12,000 physicians who perform spine and/or pelvic surgical procedures. We provide general sales and marketing training to our independent sales representative along with comprehensive, hands-on cadaveric and dry-lab training sessions focusing on the clinical benefits of The Catamaran System and The SImmetry+ System and the importance of using the 2D and 3D protocols we have developed. We believe many clinicians have already been trained using one of the alternative products but have not been satisfied with the approach, outcomes, and technology. This provides us with an opportunity to demonstrate to an already-trained-clinician the unique attributes of The Catamaran System and The SImmetry+ System. 8 Our business objective is to introduce the next generation of implants for SI Joint fixation and fusion. The past 10 years have seen an acceleration in recognition and discussion of the SI Joint as a cause of pain that can be treated. However, adoption has been hindered by complexity of the procedure as evidenced by the significant number of reported Medical Device Records (MDRs). The need for multiple implants and resulting post-op pain has also contributed to low adoption numbers. Our strategy is to provide a safer, faster, and better surgical experience and a significant pain reduction benefit for the patient. Our goals are simple but impactful and as such we plan on the following: | | Educate and inform physicians and other healthcare providers, payors, and patients about the growing body of evidence supporting what we believe is the safety, durable clinical effectiveness, economic benefit, and reduction in opioid use associated with SI Joint fixation and The Catamaran System and The SImmetry+ System procedures. | | | | Utilize the most effective means of training via video and in-person labs demonstrating the ease of use with 2D and 3D navigation. Since many physicians have already been trained but have not incorporated SI Joint fixation into their practices we will work with these physicians to reengage and train them on the next generation of SI Joint implants which incorporate a safer and simpler approach. | | | | Utilize the best approaches of direct-to-consumer outreach to educate patients that there is a safe solution to help them improve their quality of life. Additionally, to reach the broadest physician and patient audience on case study results from around the United States we plan to implement an active social media campaign incorporating LinkedIn, Facebook, Instagram, YouTube, etc. | | | | Invest in our independent sales representative network to ensure that all Tenon representatives have the latest in marketing and education tools to reduce the time from training to adoption. | | | | Remain true to our next generation product development strategy by continually bringing out new advancements in and around the SI Joint and pelvic region. | | | | Continue to grow our existing intellectual property portfolio. | | | | Execute post-market clinical research to confirm the benefits of the distinct approach and implant. | | Regulatory Status We have received FDA 510(k) clearance to market and sell both The Catamaran System and The SImmentry+ System for sacroiliac joint fusion for conditions including sacroiliac joint disruptions and degenerative sacroiliitis. Additionally, The Catamaran System received an expanded indication from the FDA in March 2025 to augment immobilization and stabilization of the SI Joint in patients undergoing sacropelvic fixation as part of a lumbar fusion procedure. Research & Development Our initial development of The Catamaran System has incorporated several differentiating features which we believe will make an important contribution for many patients suffering from SI Joint pain. To our knowledge, no other competitive product incorporates the following next generation features: | | Dual Pontoon implant that trans-articulates across the targeted joint; | | | | Open cell design designed for utilizing the patients own autologous bone for promotion of fusion; | | | | Bridge design between the dual pontoons for enhanced strength; | | | | Leading edge of the implant designed to function as an osteotome providing a self-creating defect feature not available with competitive systems; | | | | Single implant designed with varying pontoon sizes to ensure a robust fixation based on anatomy; and | | | | Additional smaller Catamaran designed for smaller anatomy and/or revision surgery. | | Our development plan is to expand The Catamaran System offering by introducing various sizes in length and width so that the clinician has a full complement of sized implants to choose from depending on the patients anatomy. These product enhancements will enable the clinician to optimize the size of each implant to ensure full fixation based on anatomy. We believe, based on literature searches of prior SI Joint fixation technologies, that adverse event incidence where the implant has loosened or been mal-placed thereby requiring a revision surgery could reach 20%. We believe that our ability to offer The Catamaran System implants in various sizes will benefit many patients requiring a revision surgery and thus reduce the associated challenges and variability found in this type of procedure. The Catamaran Systems patented titanium implant incorporates the Catamaran SI Joint Fixation Device pontoon design and the open cell configuration which we believe, when filled with the patients autologous bone, promotes fusion. Our mission continues to be developing enhancements to The Catamaran System and its instrument system to meet our customers changing needs and to improve the surgerys effectiveness. This includes revision surgery options as well as options as an adjunct to long fusion constructs in the lumbar spine. 9 Additionally, we will initiate various post marketing clinical studies in accordance with FDA cleared indications for use. Since we have already received FDA 510(k) clearance to market The Catamaran System, our clinical study activities will be focused on capturing post-market safety and efficacy data. Tenon has received IRB approval for two post-market trials, including a 50 patient, 10 center multi-center trial and a prospective CT trial (the Mainsail Study) to demonstrate fusion in patients who have been treated with The Catamaran System. Clinical study endpoints may include but are not limited to; pain scoring, length of surgical procedure, blood loss, post-op pain, length of stay, duration of non-weight-bearing post-op, radiographic confirmation of fusion and surgical complication rates. Statistical analysis plans may be designed to demonstrate non-inferiority to historical control, as reported in published literature, which may be used for submission to peer reviewed articles, posters and presentations, etc. We believe that our 2025 acquisition of the strategic assets of SiVantage provides a robust pipeline of innovative technologies designed to further strengthen and expand our portfolio for the treatment of SI Joint disease. Ongoing enhancements to the SImmetry+ Instrument System are expected to improve procedural efficiency and streamline surgical workflow. In addition, we expect that The SImmetry+ System will broaden its implant portfolio with expanded length and diameter options to better accommodate varying patient anatomies. In addition to enhancements to The SImmetry+ System, we are advancing novel and potentially disruptive technology platforms that introduce additional approaches to treating the SI Joint, while remaining firmly grounded in the orthopedic principles of fusion that underpin each new platform. Intellectual Property Developing and maintaining a strong intellectual property position is an important element of our business. We maintain the intellectual property through a combination of patent protection, trademarks, and trade secrets. We have sought, and will continue to seek, patent protection for our technology, for improvements to our technology, as well as for any of our other technologies where we believe such protection will be advantageous. As of March 27, 2026, we own 31 issued U.S. utility patents, 13 pending U.S. utility patent applications, 9 issued foreign utility patents in Australia, Canada, Japan and Israel, and 19 pending foreign utility patent applications in the European Community, Brazil and Japan. We have 1 licensed U.S. patent. We also have 14 registered U.S. trademarks and 6 foreign trademarks and 1 pending trademark application in the U.S. Our utility patents and patent applications are directed to several different aspects of our SI Joint stabilization technology and related patent platform. By way of example, our granted patents and pending patent applications cover various structural features of our unique Catamaran SI Joint prosthesis and means for employing same to stabilize a dysfunctional SI Joint. The term of individual patents depends on the legal term for patents in the countries in which they are granted. In most countries, including the United States, the patent term for a utility patent is generally 20 years from the earliest claimed filing date of a nonprovisional patent application in the applicable country. Our issued U.S. and foreign utility patents are anticipated to naturally expire around 2031, and our U.S. pending utility patent applications, if issued into patents, are similarly anticipated to naturally expire around 2031, excluding any additional patent term adjustment(s) or extension(s), and assuming payment of all applicable maintenance or annuity fees. Once a patent expires, patent protection ends and an invention enters the public domain allowing anyone to commercially exploit the invention without infringing the patent. We cannot guarantee that patents will be issued from any of our pending applications or that issued patents will be of sufficient scope or strength to provide meaningful protection for our technology. Notwithstanding the scope of the patent protection available to us, a competitor could develop methods or devices that are not covered by our patents or circumvent these patents. Furthermore, although, at present, we are unaware of any patent applications that may result in one or more issued patents that our existing products or technologies may be alleged to infringe, since U.S. and foreign applications can take many months to publish, there may be applications unknown to us that may result in one or more issued patents that our existing products or technologies may be alleged to infringe. As of March 27, 2026, we also have priority rights in and to several significant trademarks that support our products and brand, including seven registered U.S. trademarks, twelve U.S. trademark applications and six foreign trademark applications in the European Community (excluding the United Kingdom), Australia and Japan. Regulation *Domestic Regulation of Our Products and Business.*Our research, development and clinical programs, as well as our manufacturing and marketing operations, are subject to extensive regulation in the United States and other countries. Most notably, all of our products sold in the United States are subject to the federal Food, Drug and Cosmetic Act (the FDCA), as implemented and enforced by the FDA. The FDA governs the following activities that we perform or that are performed on our behalf, to ensure that medical products distributed domestically or exported internationally are safe and effective for their intended uses: | | product design, development, and manufacture; | | | | product safety, testing, labeling, and storage; | | 10 | | record keeping procedures; | | | | product marketing, sales, distribution and export; and | | | | post-marketing surveillance, complaint handling, medical device reporting, reporting of deaths, serious injuries or device malfunctions, and repair or recall of products. | | There are numerous FDA regulatory requirements governing the clearance or approval and marketing of our products. These include: | | product listing and establishment registration, which helps facilitate FDA inspections and other regulatory action; | | | | investigational device exemptions to conduct premarket clinical trials, which include extensive monitoring, recordkeeping, and reporting requirements; | | | | QSR, which requires manufacturers, including contract manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process; | | | | labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label use or indication; | | | | clearance of product modifications that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices; | | | | approval of product modifications that affect the safety or effectiveness of one of our approved devices; | | | | medical device reporting regulations, which require that manufacturers comply with FDA requirements to report if their device may have caused or contributed to a death or serious injury, or has malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction of the device or a similar device were to recur; | | | | post-approval restrictions or conditions, including post-approval study commitments; | | | | post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device; | | | | the FDAs recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market a product that is in violation of governing laws and regulations; | | | | regulations pertaining to voluntary recalls; and | | | | notices of corrections or removals. | | The FDA has broad post-market and regulatory enforcement powers. We and our contract manufacturers are subject to announced and unannounced inspections by the FDA to determine our compliance with the QSR and other regulations and these inspections may include the manufacturing facilities of our suppliers. Tenon has a robust Supplier Qualification and Audit process as part of our quality system that ensures contract manufacturers, and their suppliers meet all requirements. An FDA pre-approval inspection is not required for The Catamaran System or The SImmetry+ System due to its lower device classification, class II versus the higher class III.As is the case for most medical device firms, Tenon is subject to routine and for cause FDA inspections. Routine inspectionsare mandated by law every 2 years for class II and class III device manufacturers and make up the majority of FDAs inspections. If a serious public health risk is identified during a routine inspection, the inspection may convert to a for cause inspection.In the current environment, FDA has limited compliance resources and has not been able to perform routine inspections in accordance with the 2-year mandate.Therefore, FDA uses a risk-based approach when deciding which firms should be selected for a routine inspection. Using the Establishment Registration and Device Listing databases, FDA identifies who manufactures and/or distributes which devices. The firms are then prioritized by risk, class III > class II > class I. Firms that have recently introduced a new device to the market also are given higher priority, as well as those that have had significant prior violations and complaints.At present, Tenon has not been selected for an FDA inspection.Tenon uses best practices to secure and maintain regulatory compliance by engaging with suppliers and contract manufacturing firms that are ISO 13485 (or equivalent) compliant and by periodically performing internal, external, and third-party inspections and audits of the facilities and systems to assess compliance. 11 *FDA Premarket Clearance and Approval Requirements.*Unless an exemption applies, each medical device we wish to commercially distribute in the United States will require either premarket notification, or 510(k), clearance or approval of a PMA from the FDA. The FDA classifies medical devices into one of three classes. Devices deemed to pose lower risks are placed in either ClassI or II, which typically requires the manufacturer to submit to the FDA a premarket notification requesting permission to commercially distribute the device. This process is generally known as 510(k) clearance. Some low-risk devices are exempted from this requirement. Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life- supporting or implantable devices, or devices deemed not substantially equivalent to a previously cleared 510(k) device, are placed in ClassIII, requiring a PMA. If the FDA agrees that the device is substantially equivalent to a predicate device currently on the market, it will grant 510(k) clearance to commercially market the device. If the FDA determines that the device is not substantially equivalent to a previously cleared device, the device is automatically designated as a ClassIII device. The device sponsor must then fulfill more rigorous PMA requirements or can request a risk-based classification determination for the device in accordance with the de novo process, which is a route to market for novel medical devices that are low to moderate risk and are not substantially equivalent to a predicate device. All of our currently marketed products are ClassII devices, subject to 510(k) clearance. After a device receives 510(k) marketing clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change or modification in its intended use, will require a new 510(k) marketing clearance or, depending on the modification, PMA approval. The determination as to whether or not a modification could significantly affect the devices safety or effectiveness is initially left to the manufacturer using available FDA guidance. Many minor modifications today are accomplished by a letter to file in which the manufacture documents the rationale for the change and why a new 510(k) is not required. However, the FDA may review such letters to file to evaluate the regulatory status of the modified product at any time and may require the manufacturer to cease marketing and recall the modified device until 510(k) clearance or PMA approval is obtained. The manufacturer may also be subject to significant regulatory fines or penalties. *Clinical Trials.*Clinical trials are generally required to support a PMA application and are sometimes required for 510(k) clearance. Such trials for implanted devices such as devices included in The Catamaran System and The SImmetry+ System generally require an investigational device exemption application, or IDE, approved in advance by the FDA for a specified number of subjects and study sites, unless the product is deemed a nonsignificant risk device eligible for more abbreviated IDE requirements. Clinical trials are subject to extensive monitoring, recordkeeping, and reporting requirements. Clinical trials must be conducted under the oversight of an institutional review board, or IRB, for the relevant clinical trial sites and must comply with FDA regulations, including but not limited to those relating to good clinical practices. To conduct a clinical trial, we also are required to obtain the subjects informed consent in form and substance that complies with both FDA requirements and state and federal privacy and human subject protection regulations. We, the FDA, or the institutional review board, or IRB, could suspend a clinical trial at any time for various reasons, including a belief that the risks to study subjects outweigh the anticipated benefits. Even if a trial is completed, the results of clinical testing may not adequately demonstrate the safety and effectiveness of the device or may otherwise not be sufficient to obtain FDA clearance or approval to market the product in the United States. *Pervasive and Continuing Regulation.*After a device is placed on the market, numerous regulatory requirements continue to apply. These include: | | Product listing and establishment registration, which helps facilitate FDA inspections and other regulatory action; | | | | QSR, which requires manufacturers, including contract manufacturers, to follow stringent design, testing, control, documentation, and other quality assurance procedures during all aspects of the manufacturing process; | | | | labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved, or off-label use or indication; | | | | clearance of product modifications that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices; | | | | approval of product modifications that affect the safety or effectiveness of one of our approved devices; | | | | post-approval restrictions or condition, including post-approval study commitments; | | | | post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device; | | | | the FDAs recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market a product that is in violation of governing laws and regulations; | | | | regulations pertaining to voluntary recalls; and | | | | notices of corrections or removals. | | The FDA has broad post-market and regulatory enforcement powers. We are subject to unannounced inspections by the FDA to determine our compliance with the QSR and other regulations, and these inspections may include the manufacturing facilities of some of our subcontractors. Failure by us or by our suppliers to comply with applicable regulatory requirements can result in enforcement action by the FDA or other regulatory authorities, which may result in sanctions including, but not limited to: | | untitled letters, warning letters, fines, injunctions, consent decrees, and civil penalties; | | | | unanticipated expenditures to address or defend such actions | | 12 | | customer notifications for repair, replacement, refunds; | | | | recall, detention, or seizure of our products; | | | | operating restrictions or partial suspension or total shutdown of production; | | | | refusing or delaying our requests for 510(k) clearance or PMA approval of new products or modified products; | | | | operating restrictions; | | | | withdrawing 510(k) clearances or PMA approvals that have already been granted: | | | | refusal to grant export approval for our products; or | | | | criminal prosecution. | | The FDA has not yet inspected our contract manufacturers manufacturing facilities. *Promotional Materials Off-Label Promotion.*Advertising and promotion of medical devices, in addition to being regulated by the FDA, are also regulated by the Federal Trade Commission and by state regulatory and enforcement authorities. If the FDA determines that our promotional materials or training constitutes promotion of an unapproved use, it could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine, or criminal penalties. It is also possible that other federal, state, or foreign enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged, and adoption of the products would be impaired. In addition, under the federal Lanham Act and similar state laws, competitors, and others can initiate litigation relating to advertising claims. Healthcare Fraud and Abuse Federal and state governmental agencies and equivalent foreign authorities subject the healthcare industry to intense regulatory scrutiny, including heightened civil and criminal enforcement efforts. These laws constrain the sales, marketing and other promotional activities of medical device manufacturers by limiting the kinds of financial arrangements we may have with hospitals, physicians and other potential purchases of our products. Federal healthcare fraud and abuse laws apply to our business when a customer submits a claim for an item or service that is reimbursed under Medicare, Medicaid, or other federally funded healthcare programs. Descriptions of some of the laws and regulations that may affect our ability to operate follows. The federal Anti-Kickback Statute prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering, or paying remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, items or services for which payment may be made, in whole or in part, under federal healthcare programs. The term remuneration has been broadly interpreted to include anything of value, and the government can establish a violation of the Anti-Kickback Statute without proving that a person or entity had actual knowledge of, or a specific intent to violate, the law. The Anti-Kickback Statute is subject to evolving interpretations and has been applied by government enforcement officials to a number of common business arrangements in the medical device industry. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution; however, those exceptions and safe harbors are drawn narrowly, and there is no exception or safe harbor for many common business activities. Failure to meet all of the requirements of a particular statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback Statute, but the legality of the arrangement will be evaluated on a case-by-case basis based on the totality of the facts and circumstances. A number of states also have anti-kickback laws that establish similar prohibitions that may apply to items or services reimbursed by government programs, as well as by any third-party payors, including commercial payors. The civil False Claims Act prohibits, among other things, knowingly presenting or causing the presentation of a false or fraudulent claim for payment of federal funds, or knowingly making, or causing to be made, a false record or statement material to a false or fraudulent claim to avoid, decrease or conceal an obligation to pay money to the federal government. A claim including items or services resulting from a violation of the Anti- Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act. Actions under the False Claims Act may be brought by the government or as a *qui tam*action by a private individual in the name of the government. *Qui tam*actions are filed under seal and impose a mandatory duty on the U.S. Department of Justice to investigate such allegations. Most private citizen actions are declined by the Department of Justice or dismissed by federal courts. However, the investigation costs for a company can be significant and material even if the allegations are without merit. There are also criminal penalties, including imprisonment and criminal fines, for making or presenting a false or fictitious or fraudulent claim to the federal government. 13 False Claims Act liability is potentially significant in the healthcare industry because the statute provides for treble damages and mandatory penalties of $11,181 to $22,363 per claim (adjusted annually for inflation). Because of the potential for large monetary exposure, healthcare companies often resolve allegations without admissions of liability for significant and sometimes material amounts to avoid the uncertainty of treble damages and per claim penalties that may awarded in litigation proceedings. Moreover, to avoid the risk of exclusion from federal healthcare programs as a result of a False Claims Act settlement, companies may enter into corporate integrity agreements with the government, which may impose substantial costs on companies to ensure compliance. In addition, HIPAA created federal criminal statutes that prohibit, among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. The federal Physician Payment Sunshine Act, implemented by CMS as the Open Payments program, requires manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid, or the Childrens Health Insurance Program to report annually to CMS information related to payments or other transfers of value made to physicians and teaching hospitals, and requires applicable manufacturers to report annually to CMS ownership and investment interests held by physicians and their immediate family members and payments or other transfers of value to such physician owners. Certain states also mandate implementation of corporate compliance programs, impose restrictions on device manufacturer marketing practices, and/or require tracking and reporting of gifts, compensation, and other remuneration to healthcare professionals and entities. The Foreign Corrupt Practices Act and similar anti-bribery laws in other countries, such as the UK Bribery Act, generally prohibit companies and their intermediaries from making improper payments to government officials and/or other persons for the purpose of obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws. Violations of these federal and state fraud abuse laws can subject us to administrative, civil, and criminal penalties, including imprisonment, substantial fines, penalties, damages, and exclusion from participation in federal healthcare programs, including Medicare and Medicaid. Data Privacy and Security Laws HIPAA requires the notification of patients, and other compliance actions, in the event of a breach of unsecured PHI. If notification to patients of a breach is required, such notification must be provided without unreasonable delay and in no event later than 60 calendar days after discovery of the breach. In addition, if the PHI of 500 or more individuals is improperly used or disclosed, we could be required to report the improper use or disclosure to the U.S. Department of Health and Human Services, or HHS, which would post the violation on its website, and to the media. Failure to comply with the HIPAA privacy and security standards can result in civil monetary penalties up to $55,910 per violation, not to exceed $1.68million per calendar year for non-compliance of an identical provision, and, in certain circumstances, criminal penalties with fines up to $250,000 per violation and/or imprisonment. In addition, even when HIPAA does not apply, according to the FTC, failing to take appropriate steps to keep consumers personal information secure constitutes unfair acts or practices in or affecting commerce in violation of Section5(a) of the FTCA, 15 U.S.C 45(a). The FTC expects a companys data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Medical data is considered sensitive data that merits stronger safeguards. The FTCs guidance for appropriately securing consumers personal information is similar to what is required by the HIPAA Security Rule. We are subject to the supervision of local data protection authorities in those jurisdictions where we are established or otherwise subject to applicable law. We depend on a number of third parties in relation to our provision of our services, a number of which process personal data on our behalf. With each such provider we enter into contractual arrangements to ensure that they only process personal data according to our instructions, and that they have sufficient technical and organizational security measures in place. Where we transfer personal data outside the EEA, we do so in compliance with the relevant data export requirements. We take our data protection obligations seriously, as any improper disclosure, particularly with regard to our customers sensitive personal data, could negatively impact our business and/or our reputation. Manufacturing and Supply We do not manufacture any products or component parts and currently use five contract manufacturers to produce all of our instruments, implants and sterilization cases. The majority of our instruments have a secondary manufacturing supplier, and we continually work with additional manufacturers to establish secondary manufacturing suppliers. Our contract manufacturers source and purchase all raw materials used in the manufacture of The Catamaran System and The SImmetry+ System which includes mainly stainless steel and aluminum for our instruments and sterilization cases and titanium for our implants. 14 We do not currently have manufacturing agreements with any of our contract manufacturers and orders are controlled through purchase orders. The Company does not believe its relationship with any one contract manufacturer is material to its business. We believe the manufacturing operations of our contract manufacturers, and those of the suppliers of our manufacturers, comply with regulations mandated by the FDA, as well as Medical Devices Directive regulations in the EEA. Manufacturing facilities that produce medical devices or component parts intended for distribution world-wide are subject to regulation and periodic planned and unannounced inspection by the FDA and other domestic and international regulatory agencies. In addition, the cost and availability of certain of these items can be subject to shifting trade policies around the world, including tariffs and trade protectionism measures that can impact the cost and/or availability of components. Prices of oil and gas also affect our costs for freight and utilities and have an indirect impact on the cost of other purchased materials and components. In the United States, the products we sell are required to be manufactured in compliance with the QSR, which covers the methods used in, and the facilities used for, the design, testing, control, manufacturing, labelling, quality assurance, packaging, storage, and shipping. We are required to demonstrate continuing compliance with applicable regulatory requirements and will be subject to FDA inspections. Further, we and certain of our contract manufacturers are required to comply with all applicable regulations and current good manufacturing practices. As set forth above, these FDA regulations cover, among other things, the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage, and shipping of our products. Compliance with applicable regulatory requirements is subject to continual review and is monitored rigorously through periodic inspections. If we or our manufacturers fail to adhere to current good manufacturing practice requirements, this could delay production of our products and lead to fines, difficulties in obtaining regulatory approvals, recalls, enforcement actions, including injunctive relief or consent decrees, or other consequences, which could, in turn, have a material adverse effect on our financial condition or results of operations. Product Liability and Insurance The manufacture and sale of our products subject us to the risk of financial exposure to product liability claims. Our products are used in situations in which there is a risk of serious injury or death. We carry insurance policies which we believe to be customary for similar companies in our industry. We cannot assure you that these policies will be sufficient to cover all or substantially all losses that we experience. We endeavor to maintain executive and organization liability insurance in a form and with aggregate coverage limits that we believe are adequate for our business purposes. Human Capital Resources As of March 27, 2026, we have a total of 26 employees, all of whom are full-time, and nine senior consulting advisors of various specialty including product development, general administrative and quality control. None of our employees is subject to a collective bargaining agreement, and we consider our relationship with our employees to be good. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our Company by motivating such individuals to perform to the best of their abilities and achieve our objectives. Corporate Information We were incorporated on June 6, 2012, in Delaware. Our principal executive offices are located at 104 Cooper Court, Los Gatos, CA 95032 and our telephone number is (408) 649-5760.Our website address iswww.tenonmed.com.The information on, or that can be accessed through, our website is not part of this report. We have included our website address as an inactive textual reference only. 15 Item 1A. Risk Factors *Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our stock could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this Annual Report on Form 10-K, including our financial statements and related notes, before making an investment decision. If any of the adverse developments described in the following risk factors actually occur, our business, financial condition, or results of operations could be harmed. In that case, the trading price of our common stock could decline, and investors in our securities may lose all or part of their investment.* Risks Related to Our Business and Operations *We have incurred losses in the past, our financial statements have been prepared on a going concern basis and we may be unable to achieve or sustain profitability in the future.* To date, we have financed our operations primarily through the issuance of public and private equity and convertible notes. We have devoted substantially all of our resources to research and development, creating the infrastructure for a publicly traded medical device company, preparing for our national commercial launch, and clinical and regulatory matters for our products. There can be no assurances that we will be able to generate sufficient revenue from our existing products or from any future product candidates to transition to profitability and generate consistent positive cash flows. We expect that our operating expenses will continue to increase as we continue to build our commercial infrastructure, develop, enhance, and commercialize our existing and new products and incur additional operating and reporting costs associated with being a public company. As a result, we expect to continue to incur operating losses for the foreseeable future and may never achieve profitability. Furthermore, even if we do achieve profitability, we may not be able to sustain or increase profitability on an ongoing basis. If we do not achieve profitability, it will be more difficult for us to finance our business and accomplish our strategic objectives. Our recurring losses from operations and negative cash flows raise substantial doubt about our ability to continue as a going concern. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements for the fiscal year ended, December31, 2025, describing the existence of substantial doubt about our ability to continue as a going concern. Our expected future capital requirements may depend on many factors including expanding our clinician base, increasing the rate at which we train clinicians, the number of additional clinical papers initiated, and the timing and extent of spending on the development of our technology to increase our product offerings. We may need additional funding to fund our operations, but additional funds may not be available to us on acceptable terms on a timely basis, if at all. We may seek funds through borrowings or through additional rounds of financing, including private or public equity or debt offerings. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments, and engage in certain merger, consolidation or asset sale transactions. Any future debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Furthermore, we cannot be certain that additional funding will be available on acceptable terms, if at all. If we are unable to raise additional capital or generate sufficient cash from operations to adequately fund our operations, we will need to curtail planned activities to reduce costs, which will likely harm our ability to execute on our business plan and continue operations. *If hospitals, clinicians, and other healthcare providers are unable to obtain coverage and reimbursement from third-party payors for procedures performed using our products, adoption of our products may be delayed, and it is unlikely that they will gain further acceptance.* Growing sales of our products depend on the availability of adequate coverage and reimbursement from third-party payors, including government programs such as Medicare and Medicaid, private insurance plans, and managed care programs. Hospitals, clinicians, and other healthcare providers that purchase or use medical devices generally rely on third-party payors to pay for all or part of the costs and fees associated with the procedures performed with these devices. Adequate coverage and reimbursement for procedures performed with our products is central to the acceptance of our current and future products. We may be unable to sell our products on a profitable basis if third-party payors deny coverage, continue to deny coverage or reduce their current levels of payment, or if our costs for the products increase faster than increases in reimbursement levels. 16 Many private payors refer to coverage decisions and payment amounts determined by the Centers for Medicare and Medicaid Services, or CMS, which administers the Medicare program, as guidelines for setting their coverage and reimbursement policies. By June30, 2016, all Medicare Administrative Contractors were regularly reimbursing for minimally invasive and/or open SI Joint fusion. Private payors that do not follow the Medicare guidelines may adopt different coverage and reimbursement policies for procedures performed with our products. Private commercial payors have been slower to adopt positive coverage policies for minimally invasive and/or open SI Joint fusion, and many private payors still have policies that treat the procedure as experimental or investigational and do not regularly reimburse for the procedure. Future action by CMS or third-party payors may further reduce the availability of payments to physicians, outpatient surgery centers, and/or hospitals for procedures using our products. The healthcare industry in the United States has experienced a trend toward cost containment as government and private insurers seek to control healthcare costs. Payors are imposing lower payment rates and negotiating reduced contract rates with service providers and being increasingly selective about the technologies and procedures they choose to cover. There can be no guarantee that we will be able to provide the scientific and clinical data necessary to overcome these policies. Payors may adopt policies in the future restricting access to medical technologies like ours and/or the procedures performed using such technologies. Therefore, we cannot be certain that the procedures performed with each of our products will be reimbursed. There can be no guarantee that, should we introduce additional products in the future, payors will cover those products or the procedures in which they are used. *If the reimbursement provided by third-party payors to hospitals, clinicians, and other healthcare providers for procedures performed using our products is insufficient, adoption and use of our products and the prices paid for our implants may decline.* When a Tenon procedure utilizing The Catamaran Systemor The SImmetry+ System is performed, both the clinician and the healthcare facility, a hospital (inpatient or outpatient clinic), submit claims for reimbursement to the patients insurer. Generally, the facility obtains a lump sum payment, or facility fee, for SI Joint fusions. Our products are purchased by the facility, along with other supplies used in the procedure. The facility must also pay for its own fixed costs of operation, including certain operating room personnel involved in the procedure, and other medical services care. If these costs exceed the facility reimbursement, the facilitys managers may discourage or restrict clinicians from performing the procedure in the facility or using certain technologies, such asThe Catamaran System or The SImmetry+ System, to perform the procedure. The Medicare 2025 national average hospital outpatient clinic payment is $17,914. We believe that insurer payments to facilities are generally adequate for these facilities to offer The Catamaran System and The SImmetry+ System. However, there can be no guarantee that these facility payments will not decline in the future.The number of procedures performed,and the prices paid for our implants may decline in the future if payments to facilities for SI Joint fusions decline. Clinicians are reimbursed separately for their professional time and effort to perform a surgical procedure. Depending on the surgical approach, the incision size, type and extent of imaging guidance, indication for procedure, and the insurer, The Catamaran System and The SImmetry+ System procedures may be reported by the clinician using CPT codes 27279 and 27280. The Medicare 2026 payment rates for CPT codes 27279 and 27280 are $759 and $1,284, respectively. For some governmental programs, such as Medicaid, coverage and reimbursement differ from state to state, and some state Medicaid programs may not pay an adequate amount for the procedures performed with our products, if any payment is made at all. Similar to Medicaid, many private payors coverage and payment may differ from one payer to another as well. We believe that some clinicians view the current Medicare reimbursement amount as insufficient for the procedure, given the work effort involved with the procedure, including the time to diagnose the patient and obtain prior authorization from the patients health insurer when necessary. Many private payors require extensive documentation of a multi-step diagnosis before authorizing SI Joint fusion for a patient. We believe that some private payors apply their own coverage policies and criteria inconsistently, and clinicians may experience difficulties in securing approval and coverage for sacroiliac fusion procedures. Additionally, many private payors limit coverage for open SI Joint fusion to trauma, tumors or extensive spine fusion procedures involving multiple levels. The perception by physicians that the reimbursement for SI Joint fusion is insufficient to compensate them for the work required, including diagnosis, documentation, obtaining payor approval for the procedure, and burden on their office staff, may negatively affect the number of procedures performed and may therefore impede the growth of our revenues or cause them to decline. 17 *We may not be able to convince physicians that The Catamaran System and The SImmetry+ System are attractive alternatives to our competitors products and that our procedures are an attractive alternative to existing surgical and non-surgical treatments of the SI Joint.* Clinicians play the primary role in determining the course of treatment in consultation with their patients and, ultimately, the product that will be used to treat a patient. In order for us to sell The Catamaran System and The SImmetry+ System successfully, we must convince clinicians through education and training that treatment with The Catamaran System and The SImmetry+ System is beneficial, safe, and cost-effective for patients as compared to our competitors products. If we are not successful in convincing clinicians of the merits of The Catamaran System and The SImmetry+ System, they may not use our product, and we will be unable to increase our sales and achieve or grow profitability. Historically, most spine clinicians did not include SI Joint pain in their diagnostic work-up because they did not have an adequate surgical procedure to perform for patients diagnosed with the condition. As a result, some patients with lower back pain resulting from SI Joint dysfunction are misdiagnosed. We believe that educating clinicians and other healthcare professionals about the clinical merits and patient benefits of The Catamaran System and The SImmetry+ System is an important element of our growth. If we fail to effectively educate clinicians and other medical professionals, they may not include a SI Joint evaluation as part of their diagnosis and, as a result, those patients may continue to receive unnecessary or only non-surgical treatment. Clinicians may also hesitate to change their medical treatment practices for other reasons, including the following: | | Lack of experience with minimally invasive procedures; | | | | Perceived liability risks generally associated with the use of new products and procedures; | | | | Costs associated with the purchase of new products; and | | | | Time commitment that may be required for training. | | Furthermore, we believe clinicians may not widely adopt The Catamaran System or The SImmetry+ System unless they determine, based on experience, clinical data, and published peer-reviewed publications, that surgical intervention provides benefits or is an attractive alternative to non-surgical treatments of SI Joint dysfunction. In addition, we believe support of our products relies heavily on long-term data showing the benefits of using our product. If we are unable to provide that data, clinicians may not use our product. In such circumstances, we may not achieve expected sales and may be unable to achieve profitability. *Clinicians and payors may not find our clinical evidence to be compelling, which could limit our sales, and on-going and future research may prove our products to be less safe and effective than initially anticipated.* All of the component parts of The Catamaran System and The SImmetry+ System have either received premarket clearance under Section510(k) of the U.S. Federal Food, Drug, and Cosmetic Act, or FDCA, or are exempt from premarket review. The 510(k) clearance process of the FDA requires us to document that our products are substantially equivalent to another 510(k) -cleared product. The 510(k) process is shorter and typically requires the submission of less supporting documentation than other FDA approval processes, such as a premarket approval, or PMA, and does not usually require pre-clinical or clinical studies. Additionally, to date, we have not been required to complete clinical studies in connection with the sale of our product. For these reasons, clinicians may be slow to adopt our product, third-party payors may be slow to provide coverage, and we may be subject to greater regulatory and product liability risks. Further, future patient studies or clinical experience may indicate that treatment with our products does not improve patient outcomes. Such results would slow the adoption of our products by clinicians, significantly reduce our ability to achieve expected sales, and could prevent us from achieving profitability. Moreover, if future results and experience indicate that our products cause unexpected or serious complications or other unforeseen negative effects, we could be subject to mandatory product recalls, suspension, or withdrawal of FDA clearance. *Pricing pressure from our competitors, changes in third-party coverage and reimbursement, healthcare provider consolidation, payor consolidation and the proliferation of physician-owned distributorships may impact our ability to sell our products at prices necessary to support our current business strategies.* If competitive forces drive down the prices we are able to charge for our products, our profit margins will shrink, which will adversely affect our ability to invest in and grow our business. The SI Joint fusion market has attracted numerous new companies and technologies. As a result of this increased competition, we believe there will be continued and increased pricing pressure, resulting in lower gross margins, with respect to our product. Even to the extent our products and procedures using our products are currently covered and reimbursed by third-party private and public payors, adverse changes in coverage and reimbursement policies that affect our product, discounts, and number of implants used may also drive our prices down and harm our ability to market and sell our product. 18 We are unable to predict what changes will be made to the reimbursement methodologies used by third-party payors. We cannot be certain that under current and future payment systems, in which healthcare providers may be reimbursed a set amount based on the type of procedure performed, such as those utilized by Medicare and in many privately managed care systems, the cost of our products will be justified and incorporated into the overall cost of the procedure. In addition, to the extent there is a shift from inpatient setting to outpatient settings, we may experience pricing pressure and a reduction in the number of The Catamaran System procedures performed. Consolidation in the healthcare industry, including both third-party payors and healthcare providers, could lead to demands for price concessions or to the exclusion of some suppliers from certain of our markets, which could have an adverse effect on our business, results of operations, or financial condition. Because healthcare costs have risen significantly over the past several years, numerous initiatives and reforms initiated by legislators, regulators, and third-party payors to curb these costs have resulted in a consolidation trend in the healthcare industry to aggregate purchasing power. As the healthcare industry consolidates, competition to provide products and services to industry participants has become and will continue to become more intense. This in turn has resulted and will likely continue to result in greater pricing pressures and the exclusion of certain suppliers from important market segments as group purchasing organizations, independent delivery networks, and large single accounts continue to use their market power to consolidate purchasing decisions for hospitals. We expect that market demand, government regulation, third-party coverage, and reimbursement policies and societal pressures will continue to change the worldwide healthcare industry, resulting in further business consolidations and alliances among our customers, which may reduce competition, exert further downward pressure on the price of our product, and adversely impact our business, results of operations, or financial condition. As we continue to expand into international markets, we will face similar risks relating to adverse changes in coverage and reimbursement procedures and policies in those markets. *We operate in a very competitive business environment and if we are unable to compete successfully against our existing or potential competitors, our sales and operating results may be negatively affected and we may not grow.* The Companys products are subject to intense competition. Many of our competitors are major medical device companies that have substantially greater financial, technical, and marketing resources than we do, and they may succeed in developing products that would render our products obsolete or non-competitive. In addition, many of these competitors have significantly longer operating histories and more established reputations than we do. Our field is intensely competitive, subject to rapid change and highly sensitive to the introduction of new products or other market activities of industry participants. Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner, receive adequate coverage and reimbursement from third-party payors, and are safer, less invasive, and more effective than alternatives available for similar purposes as demonstrated in peer-reviewed clinical publications. Because of the size of the potential market, we anticipate that other companies will dedicate significant resources to developing competing products. In the United States, we believe that our primary competitors are currently SI-bone, Inc., Globus Medical, Inc., Medtronic plc, XTant Medical Holdings, Inc., and RTI Surgical, Inc. At any time, these or other industry participants may develop alternative treatments, products or procedures for the treatment of the SI Joint that compete directly or indirectly with our product. If alternative treatments are, or are perceived to be, superior to our product, sales of our products and our results of operations could be negatively affected. Some of our larger competitors are either publicly traded or divisions or subsidiaries of publicly traded companies. These competitors may enjoy several competitive advantages over us, including: | | greater financial, human, and other resources for product research and development, sales and marketing, and legal matters; | | | | significantly greater name recognition; | | | | established relationships with clinicians, hospitals, and other healthcare providers; | | | | large and established sales and marketing and distribution networks; | | | | greater experience in obtaining and maintaining domestic and international regulatory clearances or approvals, or CE Certificates of Conformity for products and product enhancements; | | | | more expansive portfolios of intellectual property rights; and | | | | greater ability to cross-sell their products or to incentivize hospitals or clinicians to use their products. | | New participants have increasingly entered the medical device industry. Many of these new competitors specialize in a specific product or focus on a particular market segment, making it more difficult for us to increase our overall market position. The frequent introduction by competitors of products that are or claim to be superior to our products or that are alternatives to our existing or planned products may make it difficult to differentiate the benefits of our products over competing products. In addition, the entry of multiple new products and competitors may lead some of our competitors to employ pricing strategies that could adversely affect the pricing of our products and pricing in the market generally. As a result, without the timely introduction of new products and enhancements, our products may become obsolete over time. If we are unable to develop innovative new products, maintain competitive pricing, and offer products that clinicians and other physicians perceive to be as reliable as those of our competitors, our sales or margins could decrease, thereby harming our business. 19 *We currently manufacture (through third parties) and sell products used in a single procedure, which could negatively affect our operations and financial condition.* Presently we do not sell any products other than The Catamaran System, The SImmetry+ System, and related tools and instruments. Therefore, we are solely dependent on widespread market adoption of these products and we will continue to be dependent on the success of these products for the foreseeable future. There can be no assurance that either system will gain a substantial degree of market acceptance among clinicians, patients or healthcare providers. Our failure to successfully increase sales of these products or any other event impeding our ability to sell them, would result in a material adverse effect on our results of operations, financial condition and continuing operations. *We have a limited operating history and may face difficulties encountered by early-stage companies in new and rapidly evolving markets.* Even though we were formed in 2012, we have recently built the infrastructure necessary to commercialize The Catamaran System and The SImmetry+ System. Accordingly, we have a limited operating history upon which to base an evaluation of our business and prospects. In assessing our prospects, you must consider the risks and difficulties frequently encountered by early-stage companies in new and rapidly evolving markets, particularly companies engaged in the development and sales of medical devices. These risks include our inability to: | | obtain coverage by third-party, private, and government payors; | | | | establish and increase awareness of our brand and strengthen customer loyalty; | | | | attract and retain qualified personnel; | | | | find and develop relationships with contract manufacturers that can manufacture the necessary volume of product; | | | | manage our independent sales representatives to achieve our sales growth objectives; | | | | commercialize new products and enhance our existing product; | | | | manage rapidly changing and expanding operations; | | | | implement and successfully execute our business and marketing strategy; and | | | | respond effectively to competitive pressures and developments. | | We can also be negatively affected by general economic conditions. Because of our limited operating history, we may not have insight into trends that could emerge and negatively affect our business. As a result of these or other risks, our business strategy might not be successful. *Our sales volumes and our operating results may fluctuate over the course of the year.* Since we had our first sales of the Catamaran System in April 2021, our official national launch of the Catamaran System in October 2022 and acquired The SImmetry+ System in August 2025, we have limited history with respect to how rapidly adoption of our products will occur. Sales growth could be slower than we have projected. Our sales and results of operations will be affected by numerous factors, including, among other things: | | payor coverage and reimbursement; | | | | maintaining our training schedule with clinicians; | | | | the number of procedures performed in the quarter and our ability to drive increased sales of our product; | | | | our ability to identify and sign-up independent sales representatives and their performance; | | | | pricing pressure applicable to our product, including adverse third-party coverage and reimbursement outcomes; | | | | timing of new product offerings, acquisitions, licenses or other significant events by us or our competitors; | | | | our ability to find and develop relationships with contract manufacturers and their ability to timely provide us with an adequate supply of products; | | | | the evolving product offerings of our competitors; | | 20 | | the demand for, and pricing of, our products and the products of our competitors; | | | | factors that may affect the sale of our product, including seasonality and budgets of our customers; | | | | interruption in the manufacturing or distribution of our product; | | | | the effect of competing technological, industry and market developments; | | | | our ability to expand the geographic reach of our sales and marketing efforts; | | | | the costs of maintaining adequate insurance coverage, including product liability insurance; | | | | the availability and cost of components and materials needed by our contract manufacturers; | | | | the number of selling days in the quarter; and | | | | impairment and other special charges. | | Some of the products we may seek to develop and introduce in the future will require FDA clearance or approval before commercialization in the United States. As a result, it will be difficult for us to forecast demand for these products with any degree of certainty. In addition, we will be increasing our operating expenses as we expand our commercial capabilities. Accordingly, we may experience significant, unanticipated quarterly losses. If our quarterly or annual operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Furthermore, any quarterly or annual fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially. Quarterly comparisons of our financial results may not always be meaningful and should not be relied upon as an indication of our future performance. *If we do not successfully implement our business strategy, our business and results of operations will be adversely affected.* Our business strategy was based on assumptions about the market that might prove wrong. We believe that various demographics and industry-specific trends will help drive growth in the market and our business, but these demographics and trends have been and will continue to be uncertain. Actual demand for our products could differ materially from projected demand if our assumptions regarding these factors prove to be incorrect or do not materialize, or if alternative treatments to those offered by our products gain widespread acceptance. Also, our strategy of focusing exclusively on the SI Joint market may limit our ability to grow. In addition, in order to increase our sales, we will need to identify and contract with independent sales representatives in existing and new regions as well, and in the future, commercialize new products. Moreover, we may decide to alter or discontinue aspects of our business strategy and may adopt different strategies due to business or competitive factors not currently foreseen, such as new medical technologies that would make our products obsolete. Any failure to implement our business strategy may adversely affect our business, results of operations, and financial condition. ** *Our business could suffer if we lose the services of key members of our senior management, key advisors or personnel.* We are dependent upon the continued services of key members of our senior management and a number of key advisors and personnel. The loss of members of our senior management team, key advisors or personnel, or our inability to attract or retain other qualified personnel or advisors, could have a material adverse effect on our business, results of operations, and financial condition. We do not maintain key person insurance for any of our executives or employees. In addition, several of the members of our executive management team are not subject to non-competition agreements that restrict their ability to compete with us. Accordingly, the adverse effect resulting from the loss of certain executives could be compounded by our inability to prevent them from competing with us. ** *Various factors outside our direct control may adversely affect manufacturing and distribution of our product.* The manufacture and distribution of our products is challenging. Changes that our contract manufacturers may make outside the purview of our direct control can have an impact on our processes, quality of our product, and the successful delivery of products to our customers. Mistakes and mishandling are not uncommon and can affect supply and delivery. Some of these risks include: | | failure to manufacture in compliance with the required regulatory standards; | | | | transportation risk; | | | | the cost and availability of components and supplies required by our contract manufacturers to manufacture our products; | | | | delays in analytical results or failure of analytical techniques that we will depend on for quality control and release of products; | | 21 | | natural disasters, labor disputes, financial distress, raw material availability, issues with facilities and equipment, or other forms of disruption to business operations affecting our manufacturers or their suppliers; and | | | | latent defects that may become apparent after products have been released and that may result in a recall of such products. | | If any of these risks were to materialize, our ability to provide our products to customers on a timely basis would be adversely impacted. *We are dependent on a limited number of contract manufacturers, some of them single-source and some of them in single locations, for our products, and the loss of any of these contract manufacturers, or their inability to provide us with an adequate supply of products in a timely and cost-effective manner, could materially adversely affect our business.* We rely on contract manufacturers to supply our products. For us to be successful, our contract manufacturers must be able to provide us with product in substantial quantities, in compliance with regulatory requirements, in accordance with agreed upon specifications, at acceptable prices, and on a timely basis. We have a limited history with our current contract manufacturers and do not have long-term supply contracts with them. We are in the process of identifying and evaluating new contract manufacturers for our product. The inability to find the required contract manufacturers or the time required to switch contract manufacturers could adversely affect sales. In addition, our anticipated growth could strain the ability of our contract manufacturers to deliver an increasingly large supply of product. Contract manufacturers often experience difficulties in scaling up production, including financial issues, or problems with production yields and quality control and assurance. We use a small number of contract manufacturers for our instruments. Our dependence on such a limited number of contract manufacturers exposes us to risks, including, among other things: | | contract manufacturers may fail to comply with regulatory requirements or make errors in manufacturing that could negatively affect the safety or effectiveness of our products or cause delays in shipments of our product; | | | | some of our contract manufacturers have long lead times of 12 to 16 weeks and we may not be able to respond to unanticipated changes in customer orders, and if orders do not match forecasts, we or our contract manufacturers may have excess or inadequate inventory of materials and components; | | | | our contract manufacturers may be subject to price fluctuations due to a lack of long-term supply arrangements for key components; | | | | our contract manufacturers may lose access to critical services and components, resulting in an interruption in the manufacture, assembly and shipment of our product; | | | | we may experience delays in delivery by our contract manufacturers due to changes in demand from us or their other customers; | | | | fluctuations in demand for products that our contract manufacturers manufacture for others may affect their ability or willingness to deliver our products to us in a timely manner; | | | | our contract manufacturers may wish to discontinue supplying products or services to us for risk management reasons; | | | | we may not be able to find new or alternative contract manufacturers in a timely manner if our current contract manufacturers stop producing products; and | | | | our contract manufacturers may encounter financial hardships unrelated to our demand, which could inhibit their ability to fulfil our orders and meet our requirements. | | If any one or more of these risks materialize, it could significantly increase our costs and impact our ability to meet demand for our product. If we are unable to satisfy commercial demand for our products in a timely manner, our ability to generate revenue would be impaired, market acceptance of our products could be adversely affected, and customers may instead purchase or use our competitors products. Additionally, we could be forced to seek alternative sources of supply. Because of the nature of our internal quality control requirements, regulatory requirements, and the custom and proprietary nature of our product, we may not be able to quickly engage additional or replacement contract manufacturers for our products and accessories. We may also be required to assess any potential new contract manufacturers compliance with all applicable regulations and guidelines, which could further impede our ability to obtain our products in a timely manner. As a result, we could incur increased product costs, experience delays in deliveries of our product, suffer damage to our reputation, and experience an adverse effect on our business and financial results. Failure of any of our contract manufacturers to meet our product demand level would limit our ability to meet our sales commitments to our customers and could have a material adverse effect on our business. 22 We may also have difficulty obtaining similar product from other contract manufacturers that are acceptable to the FDA and the failure of our contract manufacturers to comply with strictly enforced regulatory requirements could expose us to delays in obtaining clearances or approvals, regulatory action including warning letters, product recalls, termination of distribution, product seizures, civil, administrative, or criminal penalties. We could incur delays while we locate and engage qualified alternative contract manufacturers, and we may be unable to engage alternative contract manufacturers on favorable terms or at all. Any such disruption or increased expenses could harm our commercialization efforts and adversely affect our ability to generate sales. In addition, we expect that most of our contract manufacturers will operate at a facility in a single location and substantially all their inventory of component supplies and finished goods will be held at these locations. We, and our contract manufacturers, will take precautions to safeguard facilities, including acquiring insurance, adopting health and safety protocols, and utilizing off-site storage of computer data. However, vandalism, terrorism, or a natural or other disaster, such as an earthquake, fire, or flood, could damage or destroy equipment or component supplies or finished product, cause substantial delays in our operations, result in the loss of key information, and cause us to incur additional expenses. Our insurance may not cover our losses in any particular case. In addition, regardless of the level of insurance coverage, damage to our or our contract manufacturers facilities could harm our business, financial condition, and operating results. *As our sales grow, our contract manufacturers may encounter problems or delays in the manufacturing of our products or fail to meet certain regulatory requirements which could result in an adverse effect on our business and financial results.* To become profitable, our contract manufactures must manufacture our products in adequate quantities in compliance with regulatory requirements and at an acceptable cost. Increasing their capacity to manufacture and inspect our products may require them to improve internal efficiencies or require us to re-design or change the specifications of our product. Our contract manufacturers may encounter several difficulties in increasing this capacity, including: | | managing production yields; | | | | maintaining quality control and assurance; | | | | providing component and service availability; | | | | maintaining adequate control policies and procedures; | | | | hiring and retaining qualified personnel; and | | | | complying with state, federal, and foreign regulations. | | If we are unable to satisfy commercial demand for our products due to our contract manufacturers inability to manufacture and inspect our products, our ability to generate revenue would be impaired, market acceptance of our products could be adversely affected and customers may instead purchase or use our competitors products. *The size and future growth in the market for the SI Joint fixation market have not been established based on market reports and our estimates are based on our own review and analysis of public information and may be smaller than we estimate, possibly materially. In addition, our estimates of cost savings to the economy and healthcare system as a result of our products are based on our internal estimates and market research and could also be smaller than we estimate, possibly materially. If our estimates and projections overestimate the size of this market or cost savings, our sales growth may be adversely affected.* We are not aware of an independent third-party study that reliably reports the potential market size for the SI Joint fixation market. Therefore, our estimates of the size and future growth in the market for our products, including cost savings to the economy overall, including patients and employers, and to the healthcare system and the number of people currently suffering from lower back pain who may benefit from and be amenable to our procedure, is based on a number of internal and third-party studies, surveys, reports, and estimates. While we believe these factors have historically provided and may continue to provide us with effective tools in estimating the total market for our products and procedures and health cost savings, these estimates may not be correct and the conditions supporting our estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. For example, we have consulted with our clinical advisors and utilized public information as the basis for our market projections. Additionally, the surveys we have conducted are based on a small number of respondents and are not statistically significant and may have other limitations. The actual incidence of lower back pain, and the actual demand for our products or competitive products, could differ materially from our projections if our assumptions and estimates are incorrect. As a result, our estimates of the size and future growth in the market for our products may prove to be incorrect. In addition, actual health cost savings to the healthcare system as a result of our products may materially differ from those presented in this report. If the actual number of people with lower back pain who would benefit from our products and the size and future growth in the market and related costs savings to the healthcare system is smaller than we have estimated, it may impair our projected sales growth and have an adverse impact on our business. 23 *In the future our products may become obsolete, which would negatively affect operations and financial condition.* The medical device industry is characterized by rapid and significant change. There can be no assurance that other companies will not succeed in developing or marketing devices, and products that are more effective than The Catamaran System or The SImmetry+ System or that would render them obsolete or non-competitive. Additionally, new surgical procedures, medications and other therapies could be developed that replace or reduce the importance of our product. Accordingly, our success will depend in part on our ability to respond quickly to medical and changes through the development and introduction of new products. Product development involves a high degree of risk and there can be no assurance that our new product development efforts will result in any commercially successful products. *If we experience significant disruptions in our information technology systems*, *our business, results of operations, and financial condition could be adversely affected.* The efficient operation of our business depends on our information technology systems. We will rely on our information technology systems to effectively manage: | | sales and marketing, accounting, and financial functions; | | | | inventory management; | | | | engineering and product development tasks; and | | | | our research and development data. | | Our information technology systems are vulnerable to damage or interruption from: | | earthquakes, fires, floods, and other natural disasters; | | | | terrorist attacks and attacks by computer viruses or hackers; | | | | power losses; and | | | | computer systems, or Internet, telecommunications, or data network failures. | | The failure of our information technology systems to perform as we anticipate or our failure to effectively implement new systems could disrupt our entire operation and could result in decreased sales, increased overhead costs, excess inventory and product shortages, and legal liability issues, all of which could have a material adverse effect on our reputation, business, results of operations, and financial condition. *We may seek to grow our business through acquisitions of or investments in new or complementary businesses, products or technologies, and the failure to manage acquisitions or investments, or the failure to integrate them with our existing business, could have a material adverse effect on us.* ** In August 2025, we acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including The SImmetry+ System. From time to time, we expect to consider further opportunities to acquire or make investments in other technologies, products, and businesses that may enhance our capabilities, complement our current product, or expand the breadth of our markets or customer base. Potential and completed acquisitions and strategic investments involve numerous risks, including: | | problems assimilating the purchased technologies, products, or business operations; | | | | issues maintaining uniform standards, procedures, controls, and policies; | | | | unanticipated costs and liabilities associated with acquisitions; | | | | diversion of managements attention from our core business; | | | | adverse effects on existing business relationships with suppliers and customers; | | | | risks associated with entering new markets in which we have limited or no experience; | | | | potential loss of key employees of acquired businesses; and | | | | increased legal and accounting compliance costs. | | 24 We have no current commitments with respect to any such acquisition or investment. We do not know if we will be able to identify acquisitions, we deem suitable, whether we will be able to successfully complete any such acquisitions on favorable terms or at all, or whether we will be able to successfully integrate any acquired business, product, or technology into our business or retain any key personnel, suppliers, or distributors. Our ability to successfully grow through acquisitions depends upon our ability to identify, negotiate, complete, and integrate suitable target businesses and to obtain any necessary financing. These efforts could be expensive and time consuming and may disrupt our ongoing business and prevent management from focusing on our operations. If we are unable to successfully integrate any acquired businesses, products, or technologies effectively, our business, results of operations, and financial condition will be materially adversely affected. *We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships with third-parties that may not result in the development of commercially viable products or the generation of significant future revenue.* In the ordinary course of our business, we may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, partnerships, or other arrangements to develop products and to pursue new markets. We have not entered into any collaboration arrangements to date. Proposing, negotiating, and implementing collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, sales, technology, or other business resources, may compete with us for these opportunities or arrangements. We may not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms or at all. We have limited institutional knowledge and experience with respect to these business development activities, and we may also not realize the anticipated benefits of any such transaction or arrangement. These collaborations may not result in the development of products that achieve commercial success or result in significant revenue and could be terminated prior to developing any products. Additionally, we may not be able to exercise sole decision-making authority regarding the transaction or arrangement, which could create the potential risk of creating impasses on decisions, and our future collaborators may have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals. It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations or the ownership or control of intellectual property developed during the collaboration. If any conflicts arise with any future collaborators, they may act in their self- interest, which may be adverse to our best interest, and they may breach their obligations to us. In addition, we may have limited control over the amount and timing of resources that any future collaborators devote to our or their future products. Disputes between us and our collaborators may result in litigation or arbitration which would increase our expenses and divert the attention of our management. Further, these transactions and arrangements will be contractual in nature and will generally be terminable under the terms of the applicable agreements and, in such event, we may not continue to have rights to the products relating to such transaction or arrangement or may need to purchase such rights at a premium. If we enter into in-bound intellectual property license agreements, we may not be able to fully protect the licensed intellectual property rights or maintain those licenses. Future licensors could retain the right to prosecute and defend the intellectual property rights licensed to us, in which case we would depend on the ability of our licensors to obtain, maintain and enforce intellectual property protection for the licensed intellectual property. These licensors may determine not to pursue litigation against other companies or may pursue such litigation less aggressively than we would. Further, entering into such license agreements could impose various diligence, commercialization, royalty, or other obligations on us. Future licensors may allege that we have breached our license agreement with them, and accordingly seek to terminate our license, which could adversely affect our competitive business position and harm our business prospects. *We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.* Significant disruptions to our information technology systems or breaches of information security could adversely affect our business. In the ordinary course of business, we will collect, store and transmit large amounts of confidential information, and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such information. We have also outsourced significant elements of our information technology infrastructure; as a result, we manage independent vendor relationships with third parties who are responsible for maintaining significant elements of our information technology systems and infrastructure and who may or could have access to our confidential information. The size and complexity of our information technology systems, and those of our third-party vendors, make such systems potentially vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners or vendors. These systems are also vulnerable to attacks by malicious third parties and may be susceptible to intentional or accidental physical damage to the infrastructure maintained by us or by third parties. Maintaining the secrecy of confidential, proprietary and/or trade secret information is important to our competitive business position. While we have taken steps to protect such information and have invested in systems and infrastructures to do so, there can be no guarantee that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination or misuse of critical or sensitive information. The increasing sophistication and frequency of cybersecurity threats, including targeted data breaches, ransomware attacks designed to encrypt our data for ransom and other malicious cyber activities, pose a significant risk to the integrity and confidentiality of our data systems. A breach our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other cause, could enable others to produce competing products, use our proprietary technology or information, and/or adversely affect our business position. Further, any such interruption, security breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations and/or cash flow. 25 *Geopolitical conditions, including trade disputes and direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results.* Our operations could be disrupted by geopolitical conditions, political and social instability, acts of war, terrorist activity or other similar events. In February 2022, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen. On February 28, 2026, the U.S. and Israel launched joint strikes against Iran, killing Irans supreme leader and several additional government officials. Iran launched retaliatory missiles and drones targeting Israel and a number of countries that host United States military bases, including Bahrain, the United Arab Emirates, Kuwait, Qatar, and Saudi Arabia, with Hezbollah firing additional projectiles towards Israel. These current military conflicts, as well as the armed conflicts in Israel and the Gaza Strip, could disrupt or otherwise adversely impact our operations and those of third parties upon which we rely. It is not possible to predict the broader consequences of these conflicts, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. These conflicts may impact our business costs, including, but not limited to, the costs of freight and energy. In addition, the ongoing conflicts in the Middle East may further impact global economic conditions and market sentiments. This, in turn, could adversely affect the trading price of our shares of common stock and investor interest in us. The outcome of the Russia-Ukraine war and conflicts in the Middle East remain uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations. *Inflation may adversely affect our operations and financial results.* ** In periods of rising inflation, the cost of raw materials, components and labor essential for manufacturing our products may increase and as a consequence, our overall profit margin may be adversely affected. In addition, inflation may result in limitations on healthcare spending, specifically for procedures that are deemed elective or non-critical, which may include treatments utilizing our products. A decrease in demand for these procedures may significantly impact our financial condition and results of operations. Risks Related to Our Legal and Regulatory Environment ** *We and our contract manufacturers are subject to extensive governmental regulation both in the United States and abroad, and failure to comply with applicable requirements could cause our business to suffer.* The medical device industry is regulated extensively by governmental authorities, principally the FDA and corresponding state and foreign regulatory agencies. The FDA and other U.S. and foreign governmental agencies regulate, among other things, with respect to medical devices: | | design, development, and manufacturing; | | | | testing, labeling, content, and language of instructions for use and storage; | | | | clinical trials; | | | | product safety; | | | | marketing, sales, and distribution; | | | | premarket clearance and approval; | | | | conformity assessment procedures; | | | | record keeping procedures; | | | | advertising and promotion; | | | | compliance with good manufacturing practices requirements; | | | | recalls and field safety corrective actions; | | | | post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury; | | 26 | | post-market approval studies; and | | | | product import and export. | | The regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, difficulties achieving new product clearances, higher than anticipated costs or lower than anticipated sales. Before we can market or sell a new regulated product or make a significant modification to an existing product in the United States, with very limited exception, we must obtain either clearance under Section 510(k) of the FDCA for Class II devices or approval of a premarket approval application from the FDA for a Class III device. In the 510(k) clearance process, the FDA must determine that a proposed device is substantially equivalent to a device legally on the market, known as a predicate device, with respect to intended use, technology, and safety and effectiveness, in order to clear the proposed device for marketing. Clinical data is sometimes required to support substantial equivalence. The PMA pathway requires an applicant to demonstrate the safety and effectiveness of the device based, in part, on extensive data, including, but not limited to, technical, preclinical, clinical trial, manufacturing, and labeling data. The PMA process is typically required for devices that are deemed to pose the greatest risk, such as life-sustaining, life-supporting, or implantable devices. Products that are approved through a PMA application generally need FDA approval before they can be modified. Similarly, some modifications made to products cleared through a 510(k) may require a new 510(k). Both the 510(k) and PMA processes can be expensive and lengthy and require the payment of significant fees, unless exempt. The FDAs 510(k) clearance process usually takes from three to 12 months but may last longer. The process of obtaining a PMA is much more costly and uncertain than the 510(k) clearance process and generally takes from one to three years, or even longer, from the time the application is submitted to the FDA until an approval is obtained. The process of obtaining domestic and international regulatory clearances or approvals to market a medical device can be costly and time consuming, and we may not be able to obtain these clearances or approvals on a timely basis, if at all. In the United States, all of the components to The Catamaran System and The SImmetry+ System have either received premarket clearance under Section 510(k) of the FDCA or are exempt from premarket review. If the FDA requires us to go through a lengthier, more rigorous examination for future products or modifications to existing products than we had expected, our product introductions or modifications could be delayed or canceled, which could cause our sales to decline. In addition, the FDA may determine that future products will require the more costly, lengthy, and uncertain PMA process. Although we do not currently market any devices under PMA, the FDA may demand that we obtain a PMA prior to marketing certain of our future products. In addition, if the FDA disagrees with our determination that a product, we currently market is subject to an exemption from premarket review, the FDA may require us to submit a 510(k) or PMA in order to continue marketing the product. Further, even with respect to those future products where a PMA is not required, we cannot assure you that we will be able to obtain the 510(k) clearances with respect to those products. The FDA can delay, limit or deny clearance or approval of a device for many reasons, including: | | we may not be able to demonstrate to the FDAs satisfaction that our products are safe and effective for their intended users; | | | | the data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required; and | | | | the manufacturing process or facilities we use may not meet applicable requirements. | | In addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take other actions which may prevent or delay clearance or approval of our products under development or impact our ability to modify our currently approved or cleared products on a timely basis. Any delay in, or failure to receive or maintain, clearance or approval for our products under development could prevent us from generating revenue from these products or achieving profitability. In addition, even after we have obtained the proper regulatory clearance or approval to market a product, the FDA has the power to require us to conduct post-market surveillance on our product. These studies can be very expensive and time consuming to conduct. Failure to comply with those studies in a timely manner could result in the revocation of the 510(k) clearance for a product that is subject to such surveillance and the recall or withdrawal of the product, which could prevent us from generating sales from that product in the United States. Additionally, as part of the conformity assessment process, medical device manufacturers must carry out a clinical evaluation of their medical devices to verify that they comply with the relevant Essential Requirements covering safety and performance. A clinical evaluation includes an assessment of whether a medical devices performance is in accordance with its intended use and that the known and foreseeable risks linked to the use of the device under normal conditions are minimized and acceptable when weighed against the benefits of its intended purpose. The clinical evaluation conducted by the manufacturer must also address any clinical claims, the adequacy of the device labeling and information (particularly claims, contraindications, precautions/ warnings) and the suitability of related Instructions for Use. This assessment must be based on clinical data, which can be obtained from (i) clinical studies conducted on the devices being assessed; (ii) scientific literature from similar devices whose equivalence with the assessed device can be demonstrated; or (iii) both clinical studies and scientific literature. 27 The FDA and other regulatory authorities have broad enforcement powers. Regulatory enforcement or inquiries, or other increased scrutiny on us, could dissuade some clinicians from using our products and adversely affect our reputation and the perceived safety and effectiveness of our product. Failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such as: | | warning letters; | | | | fines; | | | | injunctions; | | | | civil penalties; | | | | termination of distribution; | | | | recalls or seizures of products; | | | | delays in the introduction of products into the market; | | | | total or partial suspension of production; | | | | facility closures; | | | | refusal of the FDA other regulators to grant future clearances or approvals; or | | | | in the most serious cases, criminal penalties. | | Adverse action by an applicable regulatory agency the FDA could result in inability to produce our products in a cost-effective and timely manner, or at all, decreased sales, higher prices, lower margins, additional unplanned costs or actions, damage to our reputation, and could have material adverse effect on our reputation, business, results of operations, and financial condition. *We and our independent sales representatives must comply with U.S. federal and state fraud and abuse laws, including those relating to physician kickbacks and false claims for reimbursement.* Healthcare providers, distributors, physicians, and third-party payors play a primary role in the distribution, recommendation, ordering, and purchasing of any implant or other medical device for which we have or obtain marketing clearance or approval. Through our arrangements with customers and third-party payors, we are exposed to the risk that our employees, independent contractors, principal investigators, consultants, vendors, or independent sales representatives may engage in fraudulent or other illegal activity. Misconduct by these parties could include, among other infractions or violations, intentional, reckless and/or negligent conduct or unauthorized activity that violates FDA regulations, manufacturing standards, federal and state healthcare fraud and abuse laws and regulations, laws that require the true, complete, and accurate reporting of financial information or data, other commercial or regulatory laws or requirements, and equivalent foreign rules. We plan to implement a compliance program, code of conduct, and associated policies and procedures, but it is not always possible to identify and deter misconduct by our employees and other third parties, and the precautions we plan to take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations, and government authorities may conclude that our business practices do not comply with applicable fraud and abuse or other healthcare laws and regulations or guidance despite our good faith efforts to comply. There are numerous U.S. federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback and false claims laws. Our relationships with clinicians, other healthcare professionals, and hospitals are subject to scrutiny under these laws. Healthcare fraud and abuse laws and related regulations are complex, and even minor irregularities can potentially give rise to claims that a statute or prohibition has been violated. The laws that may affect our ability to operate include: | | the federal Anti-Kickback Statute, which prohibits, among other things, knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, items or services for which payment may be made, in whole or in part, under federal healthcare programs, such as the Medicare and Medicaid programs; | | 28 | | the federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment of government funds; knowingly making, using, or causing to be made or used, a false record or statement to get a false claim paid or to avoid, decrease, or conceal an obligation to pay money to the federal government. A claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act. There are also criminal penalties for making or presenting a false or fictitious or fraudulent claim to the federal government; | | | | the federal Health Insurance Portability and Accountability Act of 1996, which imposes criminal and civil liability for, among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program including private third-party payors, or knowingly and willfully falsifying, concealing, or covering up a material fact or making a materially false, fictitious, or fraudulent statement or representation, or making or using any false writing or document knowing the same to contain any materially false, fictitious, or fraudulent statement or entry in connection with the delivery of or payment for healthcare benefits, items, or services; | | | | the federal Physician Payment Sunshine Act, which requires manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid, or the Childrens Health Insurance Program to report annually to the Centers for Medicare & Medicaid Services information related to payments or other transfers of value made to physicians and teaching hospitals, and requires applicable manufacturers to report annually to CMS ownership and investment interests held by physicians and their immediate family members and payments or other transfers of value to such physician owners; and | | | | analogous state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers; state laws that require device companies to comply with the industrys voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state beneficiary inducement laws, and state laws that require device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. | | If we or our employees are found to have violated any of the above laws we may be subjected to administrative, civil and criminal penalties, including imprisonment, exclusion from participation in federal healthcare programs, such as Medicare and Medicaid, and significant fines, monetary penalties and damages, and damage to our reputation. Additional information about these laws is provided in *BusinessRegulation*. We have entered into consulting agreements with clinicians who are also customers. We anticipate entering into additional agreements with clinicians who use our products as we continue to commercialize our product. The primary mission of these clinician advisors is research and development and clinician education. Medical device technology development requires thoughtful clinician input from experienced healthcare professionals. Medical device clinician education requires experienced faculty for didactic and anatomic lab activities in a peer-to-peer setting. We believe these engagements will allow us to successfully meet the expectations of the physician community. In addition, a small number of clinicians (which are or may become customers) own less than 1.0% of our stock, or were granted stock options which they either purchased in an arms length transaction on terms identical to those offered to others or received from us as fair market value consideration for consulting services performed. While all of these transactions were structured with the intention of complying with all applicable laws, including the federal Anti-Kickback Statute, state anti-kickback laws and other applicable laws, to the extent applicable, it is possible that regulatory agencies may view these transactions as prohibited arrangements that must be restructured, or discontinued, or for which we could be subject to significant penalties. We would be materially and adversely affected if regulatory agencies interpret our financial relationships with clinicians who order our products to be in violation of applicable laws and we were unable to comply with such laws, which could subject us to, among other things, monetary penalties for non-compliance, the cost of which could be substantial. 29 In certain cases, federal and state authorities pursue actions for false claims on the basis that manufacturers and distributors are promoting unapproved, or off-label uses of their products. Pursuant to FDA regulations, we can only market our products for cleared or approved uses. Although clinicians are permitted to use medical devices for indications other than those cleared or approved by the FDA, we are prohibited from promoting products for off-label uses. We market our products and provide promotional materials and training programs to clinicians regarding the use of our product. If it is determined that our marketing, promotional materials or training programs constitute promotion of unapproved uses, we could be subject to significant fines in addition to regulatory enforcement actions, including the issuance of a warning letter, injunction, seizure, criminal penalty, and damage to our reputation. Federal and state authorities also pursue actions for false claims based upon improper billing and coding advice or recommendations, as well as decisions related to the medical necessity of procedures, including the site-of-service where procedures are performed. Actions under the federal False Claims Act may also be brought by whistleblowers under its *qui tam* provisions. To enforce compliance with the federal laws, the U.S. Department of Justice has increased its scrutiny of interactions between healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time and resource consuming and can divert managements attention from the business. Additionally, if a healthcare company settles an investigation with the Department of Justice or other law enforcement agencies, it may need to agree to additional onerous compliance and reporting requirements as part of a consent decree or corporate integrity agreement. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. Even if we are not determined to have violated these laws, government investigations into these issues typically require the expenditure of significant resources and generate negative publicity, which could harm our financial condition and divert resources and the attention of our management from operating our business. The scope and enforcement of these laws is uncertain and subject to rapid change. The shifting compliance environment and the need to build and maintain robust and expandable systems to comply with different compliance and/or reporting requirements in multiple jurisdictions increase the possibility that we may run afoul of one or more of the requirements or that federal or state regulatory authorities might challenge our current or future activities under these laws. Additionally, we cannot predict the impact of any changes in these laws, whether or not retroactive. *Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.* ** Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development, can adversely affect our business and financial statements. The U.S. has announced and/or implemented significant new tariffs on imports from a wide range of countries, which has prompted retaliatory tariffs by a number of countries and a cycle of retaliatory tariffs by both the U.S. and other countries. Subsequently, actions have been taken by the U.S. and certain other countries to modify certain of these tariffs and/or delay their effective dates, and the U.S. has entered into trade agreements with certain countries implementing new tariffs. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (IEEPA), which the U.S. administration relied on to impose certain tariffs, does not authorize the administration to impose tariffs. In response, the administration announced plans to implement new tariffs under alternative statutory authority. The full impact of the U.S. Supreme Courts ruling and the administrations response remain uncertain; as of the date of this Annual Report, a number of tariffs issued by the United States and other countries remain in effect. Certain materials that we use in research and development and manufacturing of our products have exposure to tariff impacts. To date such impact has been immaterial. However, collectively, these tariffs may increase the cost to us of supplies and components we import, which in turn has required and will require us to implement surcharges and/or increase the price of certain of our products, among other countermeasures; can increase the cost to our customers of certain of our finished products, which together with the surcharges and price increases noted above can adversely impact demand for our products and our competitive positioning; could adversely impact the availability to us of certain products in certain countries and disrupt our supply chains, with related impacts to our operations; and could exacerbate inflation, diminish investment and result in broader negative impacts including increased political and economic instability and capital markets dislocation that may adversely impact demand for our products. 30 In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability are adversely affected. The full impact of the U.S. Supreme Courts February 2026 ruling and the administrations response remain uncertain, the U.S. may implement additional tariffs and other measures, further retaliatory tariffs and other retaliatory actions may follow and the risks and adverse effects noted above may increase. Though the risks identified above in certain cases have already adversely impacted parts of our business, so far such impact has been immaterial. The full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change. *Our failure to adequately protect personal information in compliance with evolving legal requirements could harm our business.* In the ordinary course of our business, we plan to collect and store sensitive data, including legally protected personally identifiable information. We may collect this kind of information during the course of future clinical trials and for possible post-marketing safety vigilance, helping enable clinicians and their patients to pursue claims for reimbursement for procedures using The Catamaran System and servicing potential warranty claims. There are a number of state, federal, and international laws protecting the privacy and security of health information and personal data. These data protection and privacy-related laws and regulations are evolving and may result in ever-increasing regulatory and public scrutiny of companies data practices and escalating levels of enforcement and sanctions. As part of the American Recovery and Reinvestment Act 2009, or ARRA, Congress amended the privacy and security provisions of the Health Insurance Portability and Accountability Act, or HIPAA. HIPAA imposes certain requirements regarding the privacy, security, use, and disclosure of an individuals protected health information, or PHI, by certain health care providers, health care clearinghouses, and health insurance plans, collectively referred to as covered entities, and their business associates, or subcontractors who provide services to covered entities that involve the creation, use, maintenance, or disclosure of PHI. ARRA included significant increases in the penalties for improper use or disclosure of an individuals PHI under HIPAA and extended enforcement authority to state attorneys general. The amendments also created notification requirements applicable to covered entities and business associates in certain cases when PHI in their control has been inappropriately accessed or disclosed. In the case of a breach of unsecured PHI, covered entities may be required to provide notification to individuals affected by the breach, federal regulators, and, in some cases, local and national media. In addition to HIPAA, most states have laws requiring notification of affected individuals and state regulators in the event of a breach of personal information, which is a broader class of information than the PHI protected by HIPAA. Certain states also have data privacy requirements applicable to individually identifiable health information. Privacy laws in different states may contain different requirements, and such laws may not be pre-empted by HIPAA, which could complicate our efforts to comply. In addition, even when HIPAA does not apply, according to the FTC, failing to take appropriate steps to keep consumers personal information secure constitutes unfair acts or practices in or affecting commerce in violation of Section5(a) of the FTCA, 15 U.S.C 45(a). The FTC expects a companys data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Medical data is considered sensitive data that merits stronger safeguards. The FTCs guidance for appropriately securing consumers personal information is similar to what is required by the HIPAA Security Rule. Our failure to comply with applicable laws and regulations, or to protect such data, could result in enforcement actions against us, including fines, imprisonment of company officials and public censure, claims for damages by end-customers, and other affected individuals, and the imposition of integrity obligations and agency oversight, damage to our reputation, and loss of goodwill, any of which could harm on our operations, financial performance, and business. Evolving and changing definitions of personal data and personal information, within the United States, and elsewhere, may limit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of data. Moreover, if the relevant laws and regulations change, or are interpreted and applied in a manner that is inconsistent with our data practices or the operation of our product, or if we expand into new regions and are required to comply with new requirements, we may need to expend resources in order to change our business operations, data practices, or the manner in which our products operate. Even the perception of privacy concerns, whether or not valid, may harm our reputation and inhibit adoption of our product. 31 *Even**though our products are approved by regulatory authorities, if our contract manufacturers fail to comply with ongoing FDA requirements, or if we experience unanticipated problems with our products, these products could be subject to restrictions or withdrawal from the market.* Any product for which we obtain regulatory clearance or approval, and the manufacturing processes, reporting requirements, post-approval clinical data, and promotional activities for such product, will be subject to continued regulatory review, oversight and periodic inspections by the FDA and other domestic bodies. In particular, we and our contract manufacturers are required to comply with FDAs Quality System Regulations (QSR) for the manufacture of our products and other regulations which cover the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, storage, and shipping of any product for which we obtain regulatory clearance or approval. The failure by us or one of our contract manufacturers to comply with applicable statutes and regulations, or the failure to timely and adequately respond to any adverse inspectional observations or product safety issues, could result in, among other things, any of the following enforcement actions: | | untitled letters, warning letters, fines, injunctions, consent, and civil penalties; | | | | unanticipated expenditures to address or defend such actions; | | | | customer notifications for repair, replacement, refunds; | | | | recall, detention, or seizure of our product; | | | | operating restrictions or partial suspension or total shutdown of production; | | | | refusing or delaying our requests for 510(k) clearance or premarket approval and conformity assessments of new products or modified products; | | | | limitations on the intended uses for which the product may be marketed; | | | | operating restrictions; | | | | withdrawing 510(k) clearances or PMA approvals that have already been granted; or | | | | criminal prosecution. | | In addition, we may be required to conduct costly post-market testing and surveillance to monitor the safety or effectiveness of our product, and we must comply with medical device reporting requirements, including the reporting of adverse events and malfunctions related to our product. Later discovery of previously unknown problems with our product, including unanticipated adverse events or adverse events of unanticipated severity or frequency, manufacturing problems, or failure to comply with regulatory requirements such as QSR, may result in changes to labeling, restrictions on such products or manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls, a requirement to repair, replace, or refund the cost of any medical device we manufacture or distribute, fines, suspension, variation, or withdrawal of regulatory approvals, product seizures, injunctions, or the imposition of civil, administrative, or criminal penalties which would adversely affect our business, operating results, and prospects. If the FDA determines that our promotional materials, labeling, training or other marketing or educational activities constitute promotion of an unapproved use, it could request that we cease or modify our training or promotional materials or subject us to regulatory enforcement actions. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our training or other promotional materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false or fraudulent claims for payment of government funds. If any of these actions were to occur it would harm our reputation and cause our product sales and profitability to suffer and may prevent us from generating revenue. Furthermore, our key component suppliers may not currently be or may not continue to be in compliance with all applicable regulatory requirements, which could result in our failure to produce our products on a timely basis and in the required quantities, if at all. The FDA has not yet inspected our facility, but we expect an inspection in the future. 32 *Our employees, independent contractors, consultants, contract manufacturers, and our independent sales representatives may engage in misconduct or other improper activities, relating to regulatory standards and requirements.* We are exposed to the risk that our employees, independent contractors, consultants, contract manufacturers, and our independent sales representatives may engage in fraudulent conduct or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates FDA regulations, including those laws requiring the reporting of that require the true, complete and accurate reporting of financial information or data. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs, and other business arrangements. Misconduct by these parties could also involve the improper use of individually identifiable information, including, without limitation, information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. We plan to implement a compliance program, code of conduct and associated policies and procedures, but it is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant civil, criminal, and administrative penalties, including, without limitation, damages, fines, disgorgement of profits, imprisonment, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations. *We may be subject to enforcement action, including fines, penalties or injunctions, if we are determined to be engaging in the off-label promotion of our product.* Our promotional materials and training methods must comply with FDA and other applicable laws and regulations, including the prohibition of the promotion of off-label use. Physicians may use our products off-label, as the FDA does not restrict or regulate a physicians choice of treatment within the practice of medicine. In the United States, the full indication for The Catamaran System is: The Tenon Medical Catamaran SI Joint Fusion System is intended for sacroiliac joint fusion for conditions including: Sacroiliac joint disruptions and degenerative sacroiliitis and to augment immobilization and stabilization of the sacroiliac joint in skeletally mature patients undergoing sacropelvic fixation as part of a lumbar or thoracolumbar fusion. The full indication for The SImmetry+System is The SImmetry Sacroiliac Joint Fusion System is intended for sacroiliac joint fusion for conditions including sacroiliac joint disruptions and degenerative sacroiliitis. Contraindications are patients with the following conditions: skeletally immature spines; deformities; severe osteoporosis; morbid obesity, tumor resection and active infection at treatment site. We believe that the specific surgical procedures for which our products are marketed fall within the scope of the surgical applications that have been cleared by the FDA. However, if the FDA determines that our promotional materials or training constitutes promotion of an off-label use, it could request that we modify our training or promotional materials, require us to stop promoting our products for those specific procedures until we obtain FDA clearance or approval for them, or subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fines, and criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false or fraudulent claims for payment of government fund. In that event, our reputation could be damaged, and adoption of our products would be impaired. Although our policy is to refrain from statements that could be considered off-label promotion of our product, the FDA or another regulatory agency could disagree and conclude that we have engaged in off-label promotion. In addition, the off-label use of our products may increase the risk of injury to patients, and, in turn, the risk of product liability claims. Product liability claims are expensive to defend and could divert our managements attention, result in substantial damage awards against us and harm our reputation. *We are required to report certain malfunctions, deaths, and serious injuries associated with our products, which can result in voluntary corrective actions or agency enforcement actions.* Under the FDAs medical device reporting regulations, we are required to report to the FDA any information that our products may have caused or contributed to a death or serious injury or in which our products malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death or serious injury. If we fail to report these events to the FDA within the required timeframes, or at all, FDA could take enforcement action against us. Any such adverse event involving our products or repeated product malfunctions may result in a voluntary or involuntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection or enforcement action. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit could divert managerial and financial resources, impair our ability to manufacture our products in a cost-effective and timely manner, and have an adverse effect on our reputation, results of operations, and financial condition. Any adverse event involving our products in the United States could result in future voluntary corrective actions, such as recalls, including corrections, or customer notifications, or agency action, such as inspection or enforcement actions. If malfunctions do occur, we may be unable to correct the malfunctions adequately or prevent further malfunctions, in which case we may need to cease manufacture and distribution of the affected products, initiate voluntary recalls, and redesign the products. Regulatory authorities may also take actions against us, such as ordering recalls, imposing fines, or seizing the affected products. Any corrective action, whether voluntary or involuntary, will require the dedication of our time and capital, distract management from operating our business, and may harm our reputation and financial results. 33 *A recall of our products, either voluntarily or at the direction of the FDA or the discovery of serious safety issues or malfunctions with our products, can result in voluntary corrective actions or agency enforcement actions, which could have a significant adverse impact on us.* The FDA has the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture or in the event that a product poses an unacceptable risk to health. Manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. In the case of the FDA, the authority to require a recall must be based on an FDA finding that there is an unreasonable risk of substantial public harm. In addition, foreign governmental bodies have the authority to require the recall of our products in the event of material deficiencies or defects in design or manufacture. A government-mandated or voluntary recall by us or one of the independent sales representatives could occur as a result of an unacceptable risk to health, component failures, manufacturing errors, design or labeling defects, or other deficiencies and issues. Recalls of any of our products would divert managerial and financial resources and have an adverse effect on our reputation, results of operations, and financial condition, which could impair our ability to produce our products in a cost-effective and timely manner in order to meet our customers demands. We may also be required to bear other costs or take other actions that may have a negative impact on our future sales and our ability to generate profits. The FDA requires that certain classifications of recalls be reported to FDA within 10 working days after the recall is initiated. Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA. We may initiate voluntary recalls involving our products in the future that we determine do not require notification of the FDA. If the FDA disagrees with our determinations, they could require us to report those actions as recalls. A future recall announcement could harm our reputation with customers and negatively affect our sales. In addition, the FDA could take enforcement action for failing to report the recalls when they were conducted. *Modifications to our products may require new 510(k) clearances or premarket approvals may require us to cease marketing or recall the products until clearances are received.* Any modification to a 510(k)-cleared device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, design, or manufacture, requires a new 510(k) clearance or, possibly, a PMA. The FDA requires every manufacturer make and document this determination in the first instance. A manufacturer may determine that a modification could not significantly affect safety or effectiveness and does not represent a major change in its intended use, so that no new 510(k) clearance is necessary. FDA may review any manufacturers decision and may not agree with our decisions regarding whether new clearances or approvals are necessary. The FDA may also on its own initiative determine that a new clearance or approval is required. We have modified our products and have determined based on our review of the applicable FDA guidance that a new 510(k) clearances or PMAs is not required. If the FDA disagrees with our determination and requires us to submit new 510(k) clearances or PMAs for modifications to our previously cleared products for which we have concluded that new clearances or approvals are unnecessary, we may be required to cease marketing or to recall the modified products until we obtain clearance or approval, and we may be subject to significant enforcement action, regulatory fines, or penalties. If a manufacturer determines that a modification to an FDA-cleared device could significantly affect its safety or effectiveness or would constitute a major change in its intended use, then the manufacturer must file for a new 510(k) clearance or possibly a premarket approval application. Where we determine that modifications to our products require a new 510(k) clearance or premarket approval application, we may not be able to obtain those additional clearances or approvals for the modifications or additional indications in a timely manner, or at all. FDAs ongoing review of the 510(k) programs may make it more difficult for us to make modifications to our previously cleared products, either by imposing more strict requirements on when a new 510(k) for a modification to a previously cleared product must be submitted or applying more onerous review criteria to such submissions. Clinical trials necessary to support a 510(k) or reimbursement may require the enrollment of large numbers of patients, and suitable patients may be difficult to identify and recruit. Delays or failures in our clinical trials could affect third party reimbursement as many of the payors want to see peer reviewed articles to maintain coverage and lack of changes in reimbursement could materially slow down our commercial efforts and affect our revenue projections. *The**results of our clinical trials may not support our product candidate claims or may result in the discovery of adverse side effects.* If our clinical trials are completed as planned, we cannot be certain that their results will support our product marketing claims or third party reimbursors will agree with our conclusions regarding them. The clinical trial process may fail to demonstrate efficacy and cost effectiveness of our products and may hinder the adoption of our products or ability to obtain payor coverage. It is also possible that patients enrolled in clinical trials will experience adverse side effects that are not currently part of the product candidates profile. 34 *We may incur product liability losses, and insurance coverage may be inadequate or unavailable to cover these losses.* Our business exposes us to potential product liability claims that are inherent in the testing, design, manufacture, and sale of medical devices for SI Joint surgery procedures. SI Joint surgery involves significant risk of serious complications, including bleeding, nerve injury, paralysis, and even death. In addition, if longer-term patient results and experience indicates that our products or any component of such products cause tissue damage, motor impairment, or other adverse effects, we could be subject to significant liability. Clinicians may misuse or ineffectively use our product, which may result in unsatisfactory patient outcomes or patient injury. We could become the subject of product liability lawsuits alleging that component failures, manufacturing flaws, design defects, or inadequate disclosure of product-related risks or product-related information resulted in an unsafe condition or injury to patients. Product liability lawsuits and claims, safety alerts, or product recalls, regardless of their ultimate outcome, could have a material adverse effect on our business and reputation, our ability to attract and retain customers and our results of operations or financial condition. Although we maintain third-party product liability insurance coverage, it is possible that claims against us may exceed the coverage limits of our insurance policies or cause us to record a self-insured loss. Even if any product liability loss is covered by an insurance policy, these policies typically have substantial retentions or deductibles that we are responsible for. Product liability claims in excess of applicable insurance coverage could have a material adverse effect on our business, results of operations, and financial condition. In addition, any product liability claim brought against us, with or without merit, could result in an increase of our product liability insurance rates. Insurance coverage varies in cost and can be difficult to obtain, and we cannot guarantee that we will be able to obtain insurance coverage in the future on terms acceptable to us or at all. *We are subject to environmental laws and regulations that can impose significant costs and expose us to potential financial liabilities.* Our business and facility and those of our contract manufacturer are subject to foreign, federal, state, and local laws and regulations relating to the protection of human health and the environment, including those governing the use, manufacture, storage, handling, and disposal of, and exposure to, such materials and wastes. In addition, under some environmental laws and regulations, we could be held responsible for costs relating to any contamination at our past or present facilities and at third-party waste disposal sites even if such contamination was not caused by us. A failure to comply with current or future environmental laws and regulations could result in severe fines or penalties. Any such expenses or liability could have a significant negative impact on our business, results of operations, and financial condition. *U.S. tax legislation may materially affect our financial condition, results of operations and cash flows.* The Tax Cuts and Jobs Act (the Tax Act) has significantly changed the U.S. federal income taxation of U.S. businesses, including by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, modifying or repealing many business deductions and credits. The Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) modifies certain provisions of the Tax Act, including increasing the amount of interest expense that may be deducted. The Tax Act as modified by the CARES Act is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. Our analysis and interpretation of this legislation is preliminary and ongoing and there may be material adverse effects resulting from the legislation that we have not yet identified. While some of the changes made by the tax legislation may adversely affect us, other changes may be beneficial. We continue to work with our tax advisors to determine the full impact that the recent tax legislation as a whole will have on us. We urge our investors to consult with their legal and tax advisors with respect to such legislation and its potential effect on an investment in our common stock. 35 Risks Related to Our Intellectual Property ** *Our ability to protect our intellectual property and proprietary technology is uncertain.* We rely primarily on patent, copyright, trademark and trade secret laws, as well as confidentiality and non- disclosure agreements and other methods, to protect our proprietary technologies and know-how. As of March 27, 2026, we owned 40 issued patents (31 domestic and 9 foreign), 32 pending patent applications (21 domestic and 19 foreign), 20 registered trademarks (21 domestic and 6 foreign) and 1 pending domestic trademark application. We have applied for patent protection relating to certain existing and proposed products and processes. While we generally apply for patents in those countries where we intend to make, have made, use, or sell patented products, we may not accurately predict all the countries where patent protection will ultimately be desirable. If we fail to timely file a patent application in any such country, we may be precluded from doing so later. Furthermore, we cannot assure you that any of our patent applications will be approved. The rights granted to us under our patents, including prospective rights sought in our pending patent applications, may not be meaningful or provide us with any commercial advantage. In addition, those rights could be opposed, contested, or circumvented by our competitors or be declared invalid or unenforceable in judicial or administrative proceedings. The failure of our patents to adequately protect our technology might make it easier for our competitors to offer the same or similar products or technologies. Competitors may be able to design around our patents or develop products that provide outcomes which are comparable to ours without infringing on our intellectual property rights. Due to differences between foreign and U.S. patent laws, our patented intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States. Even if patents are granted outside the United States, effective enforcement in those countries may not be available. Since most of our issued patents are for the United States only, we lack a corresponding scope of patent protection in other countries. In countries where we do not have significant patent protection, we may not be able to stop a competitor from marketing products in such countries that are the same as or similar to our product. We plan to rely on our trademarks, trade names and brand names to distinguish our products from the products of our competitors and have registered or applied to register many of these trademarks. We cannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our product, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. Further, we cannot assure you that competitors will not infringe upon our trademarks, or that we will have adequate resources to enforce our trademarks. We also rely on trade secrets, know-how, and technology, which are not protected by patents, to maintain our competitive position. We try to protect this information by entering into confidentiality and intellectual property assignment agreements with parties that develop intellectual property for us and/or have access to it, such as our officers, employees, consultants, contract manufacturers and advisors. However, in the event of unauthorized use or disclosure or other breaches of such agreements, we may not be provided with meaningful protection for our trade secrets or other proprietary information. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our commercial partners, collaborators, employees, and consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. If any of our trade secrets, know-how or other technologies not protected by a patent were to be disclosed to or independently developed by a competitor, our business, financial condition, and results of operations could be materially adversely affected. In the future, we may enter into licensing agreements to maintain our competitive position. If we enter into in-bound intellectual property license agreements, we may not be able to fully protect the licensed intellectual property rights or maintain those licenses. Future licensors could retain the right to prosecute and defend the intellectual property rights licensed to us, in which case we would depend on the ability of our licensors to obtain, maintain, and enforce intellectual property protection for the licensed intellectual property. These licensors may determine not to pursue litigation against other companies or may pursue such litigation less aggressively than we would. Further, entering into such license agreements could impose various diligence, commercialization, royalty, or other obligations on us. Future licensors may allege that we have breached our license agreement with them, and accordingly seek damages or to terminate our license, which could adversely affect our competitive business position and harm our business prospects. If a competitor infringes upon one of our patents, trademarks, or other intellectual property rights, enforcing those patents, trademarks, and other rights may be difficult and time consuming. Even if successful, litigation to defend our patents and trademarks against challenges or to enforce our intellectual property rights could be expensive and time consuming and could divert managements attention from managing our business. Moreover, we may not have sufficient resources to defend our patents or trademarks against challenges or to enforce our intellectual property rights. In addition, if third parties infringe any intellectual property that is not material to the products that we make, have made, use, or sell, it may be impractical for us to enforce this intellectual property against those third parties. 36 *We may be subject to damages resulting from claims that we, our employees, or independent distributors along with their independent sales representatives have wrongfully used or disclosed alleged trade secrets of our competitors or are in breach of non-competition or non-solicitation agreements with our competitors.* Many of our employees were previously employed at other medical device companies, including our competitors or potential competitors, in some cases until recently. Some independent distributors and their independent sales representatives sell, or in the past have sold, products of our competitors. We may be subject to claims that we, our employees or independent sales personnel have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of these former employers or competitors. In addition, we have been and may in the future be subject to claims that we caused an employee to breach the terms of his or her non-competition or non-solicitation agreement. Even if we are successful in defending against these claims, litigation could result in substantial costs, divert the attention of management from our core business and harm our reputation. If our defense to those claims fails, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. There can be no assurance that this type of litigation will not continue, and any future litigation or the threat thereof may adversely affect our ability to hire additional direct sales representatives. A loss of key personnel or their work product could hamper or prevent our ability to commercialize product candidates, which could have an adverse effect on our business, results of operations, and financial condition. ** *The medical device industry is characterized by patent litigation, and we could become subject to litigation that could be costly, result in the diversion of managements time and efforts, require us to pay damages, and/or prevent us from developing or marketing our existing or future products.* Our commercial success will depend in part on not infringing the patents or violating the other proprietary rights of third parties. Significant litigation regarding patent rights exists in our industry. Our competitors in both the United States and abroad, many of which have substantially greater resources and have made substantial investments in competing technologies, may have applied for or obtained or may in the future apply for and obtain, patents that will prevent, limit, or otherwise interfere with our ability to make and sell our product. We have conducted a limited review of patents issued to third parties. The large number of patents, the rapid rate of new patent issuances, the complexities of the technology involved, and the uncertainty of litigation increase the risk of business assets and managements attention being diverted to patent litigation. Any litigation or claim against us, even those without merit, may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business, and harm our reputation. Further, as the number of participants in the medical device industry grows, the possibility of intellectual property infringement claims against us increases. If we are found to infringe the intellectual property rights of third parties, we could be required to pay substantial damages, including treble, or triple, damages if an infringement is found to be willful, and/or royalties and could be prevented from selling our products unless we obtain a license or are able to redesign our products to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that we would be able to redesign our products in a way that would not infringe the intellectual property rights of others. If we fail to obtain any required licenses or make any necessary changes to our products or technologies, we may have to withdraw our existing products from the market or may be unable to commercialize one or more of our future products, all of which could have a material adverse effect on our business, results of operations, and financial condition. If passed into law, patent reform legislation currently pending in the U.S. Congress could significantly change the risks associated with bringing or defending a patent infringement lawsuit. For example, fee shifting legislation could require a non-prevailing party to pay the attorney fees of the prevailing party in some circumstances. *Patent terms are limited, and we may not be able to effectively protect our products and business.* Patents have a limited lifespan. In the U.S., the natural expiration of a patent is generally 20 years after it is filed. Although various extensions may be available, the life of a patent, and the protection it affords, is limited. In addition, upon issuance in the U.S., the patent term may be extended based on certain delays caused by the applicant(s) or the USPTO. Even if we obtain effective patent rights for all our current patent applications, we may not have sufficient patent terms or regulatory exclusivity to protect our product, and our business and results of operations would be adversely affected. *Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our product.* As is the case with other medical devices companies, our success is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the medical devices industry involves both technological and legal complexity. Therefore, obtaining and enforcing patents is costly, time-consuming, and inherently uncertain. In addition, the U.S. has recently enacted and is currently implementing wide-ranging patent reform legislation. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on future actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future. 37 *We may not be able to protect our intellectual property rights throughout the world.* Filing, prosecuting, and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can be less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the U.S. These products may compete with our products and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, particularly those relating to biotechnology products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. *If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.* In addition to patent protection, we also rely upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with our employees, consultants, contract manufacturers and third parties, to protect our confidential and proprietary information. In addition to contractual measures, we try to protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive, and time-consuming, and the outcome is unpredictable. Even though we use commonly accepted security measures, trade secret violations are often a matter of state law, and the criteria for protection of trade secrets can vary among different jurisdictions. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our business and competitive position could be harmed. *Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.* We employ individuals who previously worked with other companies, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. 38 Risks Related to the Ownership of our Common Stock and Warrants ** *An active trading market for our shares may not be sustained.* ** Although our shares are listed on The Nasdaq Stock Market LLC, the market for our shares has demonstrated varying levels of trading activity. The current level of trading may not be sustained in the future. The lack of an active market for our shares may impair investors ability to sell their shares at the time they wish to sell them or at a price that they consider reasonable, may reduce the fair market value of their shares and may impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire additional intellectual property assets by using our shares as consideration. *Future sales of substantial amounts of our common stock could adversely affect the market price of our common stock.* ** We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. If additional capital is raised through the sale of equity or convertible debt securities, or perceptions that those sales could occur, the issuance of these securities could result in further dilution to investors purchasing our common stock in this offering or result in downward pressure on the price of our common stock, and our ability to raise capital in the future. ** *We are currently listed on The Nasdaq Capital Market. Failure to maintain our compliance with Nasdaqs continued listing standards or other requirements could result in our common stock being delisted from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.* ** Our common stock is currently listed on the Nasdaq Capital Market on Nasdaq under the symbol TNON. Nasdaq requires listed issuers to comply with certain standards in order to remain listed on its exchange. We must meet certain standards of the Nasdaq Stock Market LLC (Nasdaq) including, but not limited to financial and liquidity criteria, to maintain the listing of our common stock on Nasdaq. If we violate the maintenance requirements for continued listing of our common stock, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq for any reason may materially impair our stockholders ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. In addition, the delisting of our common stock could significantly impair our ability to raise capital. On February 25, 2026, we received a letter (the Notification Letter) from the Nasdaq Listing Qualifications Staff of Nasdaq stating that for the 30 consecutive business day period between January 9, 2026 and February 24, 2026, our common stock had not maintained a minimum closing bid price of $1.00 per share which is required for continued listing on Nasdaq. We were provided an initial period of 180 calendar days, or until August 24, 2026 (the Compliance Period), to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the our common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during the Compliance Period. If we do not regain compliance with the Bid Price Rule by August 24, 2026, we may be eligible for an additional 180-day period to regain compliance. To qualify, the we would have to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If we cannot regain compliance during the Compliance Period or any subsequently granted compliance period, our common stock will be subject to delisting. At that time, we may appeal the delisting determination to a Nasdaq hearings panel. 39 The notice from Nasdaq has no immediate effect on the listing of our common stock, which will continue to be listed Nasdaq under the symbol TNON. We are currently evaluating our options for regaining compliance with the Bid Price Rule. There can be no assurance that we will regain compliance with the Bid Price Rule or maintain compliance with any of the other Nasdaq continued listing requirements. Additionally, in January 2026, Nasdaq proposed a rule change that would require companies listed on the Nasdaq Global and Capital Markets to maintain a minimum market value of listed securities (MVLS) of at least $5 million. If adopted, this requirement would represent an additional continued listing standard applicable to our common stock. Under the proposed rule, if a companys MVLS falls below $5 million for 30 consecutive business days, Nasdaq would immediately suspend trading and delist the companys securities, with no compliance or cure period. Unlike some other Nasdaq listing deficiencies, the proposed rule would not provide an opportunity to regain compliance prior to suspension, and a hearing request would not stay the suspension of trading. The market value of our common stock may fluctuate significantly due to a number of factors, many of which are outside of our control, including market conditions, investor sentiment toward small-cap companies, our operating performance, and general economic conditions. As a result, we may be unable to maintain the required MVLS threshold at all times. If this proposed rule is approved and adopted, any sustained decline in our MVLS below $5 million could result in the immediate suspension and delisting of our common stock from Nasdaq. A delisting of our common stock and our inability to list on another national securities market could negatively impact us by: (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) limiting our ability to use certain registration statements to offer and sell freely tradable securities, thereby limiting our ability to access the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees. Any delisting determination by Nasdaq could seriously decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock. While a listing on an over-the-counter exchange could maintain some degree of a market in our common stock, we could face substantial material adverse consequences, including, but not limited to, the following: | | limited availability for market quotations for our common stock; | | | | reduced liquidity with respect to and decreased trading prices of our common stock; | | | | a determination that shares of our common stock are penny stock under SEC rules, subjecting brokers trading our common stock to more stringent rules on disclosure and the class of investors to which the broker may sell the common stock; | | | | limited news and analyst coverage for our Company, in part due to the penny stock rules; | | | | decreased ability to issue additional securities or obtain additional financing in the future; and | | | | potential breaches under or terminations of our agreements with current or prospective large stockholders, strategic investors and banks. | | The perception among investors that we are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of our common stock. Furthermore, on March 26, 2026, the closing price of our common stock was $0.7342 per share. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our common stock is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. If we receive a Staff Delisting Determination Letter resulting from our common stock trading at or below $0.10 for 10 consecutive trading days, we will have 7 calendar days to request a hearing before a Nasdaq hearings panel to review the Staff Delisting Determination, which will determine the delisting of our common stock by Nasdaq. A hearing would then take place within 45 days of the hearing request to determine whether or not our common stock would be delisted. If, in the future, we receive a Staff Delisting Determination there can be no assurance that we would be successful in preventing a determination by the Nasdaq hearing panel that our stock will be delisted. *The trading price of our common stock has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control.* ** Our share price is highly volatile. During the period from January 1, 2024, to March 27, 2026 the closing price of our common stock ranged from a high of $12.80 per share to a low of $0.6659 per share. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the public offering price and you may lose some or all of your investment. *Our Series A Preferred Stock and Series B Preferred Stock rank senior to our common stock.* ** Our Series A Preferred Stock and Series B Preferred Stock rank, with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of our company, and redemption rights, senior to our common stock and each other class or series of securities now existing or hereafter authorized classified or reclassified, the terms of which do not expressly provide that such class or series ranks on a parity basis with or senior to the Series A Preferred Stock and Series B Preferred Stock as to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of our company, and redemption rights. 40 *Conversion of Series A Preferred Stock, Series B Preferred Stock or the Convertible Promissory Notes or the exercise of the Offering Warrants, Note Warrants, Series A Warrants, Series B Warrants, Series C Warrants, Series D Warrants (as defined below), Series E Warrants (as defined below) or PIPE Warrants may cause significant dilution to our stockholders.* ** As of March 27, 2026, we have issued 204,159 shares of Series A Preferred Stock, which are convertible into 1,553,456 shares of common stock, 86,454 shares of Series B Preferred Stock, which are convertible into 268,624 shares of common stock and $5.16 million of Convertible Promissory Notes, which are convertible into up to 32,929,164 shares of our common stock. We also have the following outstanding warrants: | | In June 2023, in connection with a registered offering of stock, we issued warrants to purchase a total of 250,000 shares of our common stock at an exercise price which was reset on July 16, 2023 to $25.168 per share (the Offering Warrants). The Offering Warrants were exercisable upon issuance and will expire five years from the date of issuance. Warrants to purchase a total of 207,484 are outstanding at March 27, 2026. | | | | In November 2023, in connection with the issuance of convertible notes, we issued warrants to purchase a total of 5,625 shares of our common stock at an exercise price equal to $15.52 per share (the Note Warrants). The Note Warrants expire five years from the issuance date. | | | | On February 20, 2024, in connection with the issuance of Series A Preferred Stock, we issued warrants to purchase a total of 51,937 shares of our common stock at an exercise price equal to $4.28 per share (the Series A Warrants). The Series A Warrants were exercisable upon issuance and expire five years from the date of issuance. | | | | On September 5, 2024, in connection with the issuance of Series B Preferred Stock, we issued warrants to purchase a total of 16,214 shares of our common stock at an exercise price equal to $4.28 per share (the Series B Warrants). The Series B Warrants were exercisable upon issuance and expire five years from the date of issuance. | | | | | | | | | On March 11, 2025, in connection with a warrant inducement agreement, we issued unregistered five-year warrants to purchase up to an aggregate of 2,445,700 shares of our common stock at an exercise price of $1.25 per share and unregistered three-year warrants to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $1.25 per share (the Series C Warrants). The Series C Warrants were exercisable and their exercise period commenced when approval by our stockholders was received on September 18, 2025. | | | | On March 26, 2025, in connection with a securities purchase agreement, we issued warrants to purchase up to 733,500 shares of our common stock at an exercise price of $2.00 per share (the Series D Warrants), which were exercisable upon issuance, and will expire five years following the date of issuance. | | | | On March 27, 2025, in connection with a securities purchase agreement, we issued warrants to purchase up to 1,271,500 shares of our common stock at an exercise price of $2.00 per share (the Series E Warrants), which were exercisable upon issuance, and will expire five years following the date of issuance. | | | | On November 11, 2025, in connection with the PIPE, we issued warrants to purchase 2,217,904 shares of our common stock at an exercise price of $1.16 per share, with an expiration date of 3 years from the date of issuance (the PIPE Warrants). | | 41 The issuance of shares of common stock upon the conversion of such shares of preferred stock or exercise of any of our outstanding warrants would dilute the percentage ownership interest of holders of our common stock, dilute the book value per share of our common stock, and increase the number of our publicly traded shares, which could further depress the market price of our common stock. In addition, the Series A Preferred Stock, the Series B Preferred Stock, the Series A Warrants, the Series B Warrants and the Note Warrants contain weighted average anti-dilution provisions which, subject to limited exceptions, would increase the number of shares issuable upon exercise of such securities (by reducing the exercise price) in the event that we in the future issue common stock, or securities convertible into or exercisable to purchase common stock, at a price per share lower than the exercise price then in effect. *If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.* The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If too few securities or industry analysts provide coverage or if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, the price of our stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our stock could decrease, which might cause the price of our stock and trading volume to decline. *The price of our common stock may be volatile, and you may be unable to resell your shares at or above the price paid.* The trading price of our common stock may fluctuate substantially. The market price of our common stock may fluctuate higher or lower, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock include the following: | | actual or anticipated fluctuations in our financial condition and operating results; | | | | actual or anticipated changes in our growth rate relative to our competitors; | | | | commercial success and market acceptance of our product; | | | | success of our competitors in developing or commercializing products; | | | | ability to commercialize or obtain regulatory approvals for our product, or delays in commercializing or obtaining regulatory approvals; | | | | strategic transactions undertaken by us; | | | | additions or departures of key personnel; | | | | product liability claims; | | | | prevailing economic conditions; | | | | disputes concerning our intellectual property or other proprietary rights; | | | | FDA or other U.S. or foreign regulatory actions affecting us or the healthcare industry; | | | | healthcare reform measures in the United States; | | 42 | | sales of our common stock by our officers, directors or significant stockholders; | | | | future sales or issuances of equity or debt securities by us; | | | | business disruptions caused by earthquakes, fires or other natural disasters; | | | | the exercise and sale of any outstanding warrants or options; | | | | issuance of new or changed securities analysts reports or recommendations regarding us; | | | | changes in our capital structure, such as future issuances of debt or equity securities; | | | | short sales, hedging and other derivative transactions involving our capital stock; and | | | | general economic and geopolitical conditions, including the current or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russias invasion of Ukraine. | | In addition, if the market for medical device or healthcare stocks or the stock market, in general, experience a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, results of operations, or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the market price of a companys securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our managements attention and resources from our business. This could have a material adverse effect on our business, results of operations, and financial condition. *Our failure to maintain effective internal control over financial reporting could have an adverse impact on us*. We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition, or results of operations. In addition, managements assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of managements assessment of our internal control over financial reporting or disclosure of our public accounting firms attestation to our report on managements assessment of our internal control over financial reporting may have an adverse impact on the price of our common stock. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. We have put in place policies and procedures to ensure that proper documentation is established and maintained for transactions that we enter into. However, our management has identified a material weakness due to lack of segregation of duties. Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls. This lack of segregation of duties leads management to conclude that our disclosure controls and procedures are not effective to give reasonable assurance that the information required to be disclosed in reports that we file under the Exchange Act is recorded, processed, summarized and reported as and when required. We have implemented controls using the resources which we do have in an effort to compensate for the material weakness. While we believe our efforts have improved our internal controls, our material weakness will not be completely remediated until we have sufficient resources to enable us to have an adequate segregation of duties. We cannot be certain that the steps we are taking will be sufficient to remediate the control deficiencies that led to our material weakness in our internal control over financial reporting or prevent future material weaknesses or control deficiencies from occurring. While we are working to remediate the material weakness as timely and efficiently as possible, at this time we cannot provide an estimate of costs expected to be incurred in connection with the implementation of this remediation plan, nor can we provide an estimate of the time it will take to complete this remediation plan. Even if management does establish effective remedial measures, we cannot guarantee that those internal controls and disclosure controls that we put in place will prevent all possible errors, mistakes, or all fraud. 43 *Our financial controls and procedures may not be sufficient to ensure timely and reliable reporting of financial information, which, as a public company, could materially harm our stock price.* We will require significant financial resources to maintain our public reporting status. We cannot assure you we will be able to maintain adequate resources to ensure that we will not have any future material weakness in our system of internal controls. The effectiveness of our controls and procedures may in the future be limited by a variety of factors including: | | faulty human judgment and simple errors, omissions or mistakes; | | | | fraudulent action of an individual or collusion of two or more people; | | | | inappropriate management override of procedures; and | | | | the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial information. | | Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements. Despite these anticipated controls, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies like us face additional limitations. Smaller reporting companies employ fewer individuals and can find it difficult to employ resources for complicated transactions and effective risk management. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls. If we fail to have effective controls and procedures for financial reporting in place, we could be unable to provide timely and accurate financial information and be subject to investigation by the SEC and civil or criminal sanctions. *We must implement additional and expensive procedures and controls in order to grow our business and organization and to satisfy reporting requirements, which will increase our costs and require additional management resources.* As a public company, we are required to comply with the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and the related rules and regulations of the SEC, including the requirements that we maintain disclosure controls and procedures and adequate internal control over financial reporting. Compliance with the Sarbanes-Oxley Act and other SEC and national exchange requirements will increase our costs and require additional management resources. We have begun the process of upgrading our procedures and controls and will need to begin implementing additional procedures and controls as we grow our business and organization and to satisfy new reporting requirements. If we are unable to complete the required assessment as to the adequacy of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act or if we fail to establish and maintain internal control over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we do not establish and maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline. *We may be subject to securities litigation, which is expensive and could divert our managements attention.* ** The market price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our managements attention from other business concerns. 44 *We are an emerging growth company under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.* We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. We will remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or we are deemed to be a large accelerated filer under applicable SEC rules. *Our status as an emerging growth company under the JOBS Act may make it more difficult to raise capital as and when we need it.* ** Because of the exemptions from various reporting requirements provided to us as an emerging growth company and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected. *We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.* We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including, but not limited to, our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by Delaware state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock. *The elimination of personal liability against our directors and officers under Delaware law and the existence of indemnification rights held by our directors, officers and employees may result in substantial expenses.* Our amended and restated certificate of incorporation, as amended (Certificate of Incorporation), and our bylaws (Bylaws) eliminate the personal liability of our directors and officers to us and our stockholders for damages for breach of fiduciary duty as a director or officer to the extent permissible under Delaware law. Further, our Certificate of Incorporation allows for us to and our Bylaws provide that we are obligated to indemnify each of our directors or officers to the fullest extent authorized by Delaware law and, subject to certain conditions, advance the expenses incurred by any director or officer in defending any action, suit or proceeding prior to its final disposition. Those indemnification obligations could expose us to substantial expenditures to cover the cost of settlement or damage awards against our directors or officers, which we may be unable to afford. Further, those provisions and resulting costs may discourage us or our stockholders from bringing a lawsuit against any of our current or former directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit our stockholders. 45 *Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us.* Our Certificate of Incorporation specifies that, except for claims arising under federal securities laws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Companys stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our Certificate of Incorporation as described above. This choice of forum provision may limit a stockholders ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. As such, stockholders of the Company seeking to bring a claim regarding the internal affairs of the Company may be subject to increased costs associated with litigating in Delaware as opposed to their home state or other forum, precluded from bringing such a claim in a forum they otherwise consider to be more favorable, and discouraged from bringing such claims as a result of the foregoing or other factors related to forum selection. Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. We believe these provisions benefit us by providing increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, the provision may have the effect of discouraging lawsuits against our directors, officers, employees, and agents as it may limit any stockholders ability to bring a claim in a judicial forum that such stockholder finds favorable for disputes with us or our directors, officers, employees or agents. The enforceability of similar choice of forum provisions in other companies certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our Certificate of Incorporation to be inapplicable or unenforceable in such action. If a court were to find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition or results of operations. Item 1B. Unresolved Staff Comments None. 46 Item 1C. Cybersecurity *Cybersecurity Risk Management and Strategy*. We maintain a cyber-risk management program which is intended to assist in assessing, identifying, and managing material risks from cybersecurity threats to our data and information systems. This program is to ensure that cybersecurity considerations are included in decision-making processes throughout the Company. Our approach consists of, among other things, cybersecurity threat and vulnerability prevention, detection, mitigation and remediation of potential cybersecurity risks. We employ cybersecurity intrusion detection systems and continuous monitoring, in order to help defend against unauthorized access. We also employ identity-based access controls and identity authentication requirements. Access to the Companys data is monitored and controlled according to access control policies. Data protection and privacy practices, including data loss prevention, help to safeguard sensitive information. We have also outsourced significant elements of our information technology infrastructure; as a result, we manage independent vendor relationships with third parties who are responsible for maintaining significant elements of our information technology systems and infrastructure. Our Board of Directors is responsible for oversight of our cyber-risk management program and managements role is to assist the Board of Directors in identifying and considering material cybersecurity risks, ensure implementation of management and employee level cybersecurity practices and training and provide the Board of Directors with regular reports regarding any cybersecurity attacks or vulnerabilities. As of the date of this Annual Report on Form 10-K, we have not experienced any significant cybersecurity attacks and, to date, the risks from cybersecurity threats have not materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition. For more information regarding the risks the Company faces from cybersecurity threats, see Item 1A. Risk FactorsRisks Related to Our Business and OperationsWe are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks. Item 2. Properties We lease and maintain our primary offices at 104 Cooper Court, Los Gatos, CA 95032. We do not currently own any real estate. Item 3. Legal Proceedings None. Item 4. Mine Safety Disclosures Not applicable. 47 PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol TNON. Holders As of March 27, 2026, we have issued and outstanding 11,296,378 shares of common stock issued and outstanding held by 142 stockholders of record. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number is not representative of the total number of beneficial owners of our stock. We also have outstanding as of March 27, 2026: | | 1,200 shares of our common stock issuable upon the exercise of warrants issued to the underwriters in our initial public offering that closed on April 29, 2022 at $400.00 per share; | | | | 207,484 shares of our common stock issuable upon the exercise of warrants issued to investors in our June 2023 public offering at $25.168 per share; | | | | 5,625 shares of our common stock issuable upon the exercise of warrants issued to investors in our November 2023 private placement at $15.52 per share; | | | | 51,937 shares of our common stock issuable upon the exercise of warrants issued to investors of our Series A Preferred Stock at $4.28 per share; | | | | 16,214 shares of our common stock issuable upon the exercise of warrants issued to investors of our Series B Preferred Stock at $4.28 per share; | | | | 2,445,700 shares of our common stock issuable pursuant to the exercise of our Series C-1 Warrants at $1.25 per share; | | | | 1,222,850 shares of our common stock issuable pursuant to the exercise of our Series C-2 Warrants at $1.25 per share; | | | | 733,500 shares of our common stock issuable pursuant to the exercise of our Series D Warrants at $2.00 per share; | | | | 1,271,500 shares of our common stock issuable pursuant to the exercise of our Series E Warrants at $2.00 per share; | | | | 2,217,904 shares of our common stock issuable pursuant to the exercise of warrants issued to investors in our November 2025 private placement at $1.16 per share; | | | | 1,553,456 shares of our common stock issuable pursuant to conversion of our Series A Preferred Stock; | | | | 268,624 shares of our common stock issuable pursuant to conversion of our Series B Preferred Stock; and | | | | 935,119 shares of our common stock issuable pursuant to options and restricted stock units granted pursuant to our equity incentive plan. | | Dividends We have never declared or paid any cash dividend on our common stock. We intend to retain any future earnings to be used to provide working capital, to support our operations, and to finance the growth and development of our business, including potentially the acquisition of, or investment in, businesses, technologies or products that complement our existing business. We do not expect to pay cash dividends in the foreseeable future. Recent Sales of Unregistered Securities Other than the issuances of unregistered securities described in our Current Reports on Form 8-K and in our Quarterly Reports on Form 10-Q filed with the SEC, there have been no unregistered equity securities issued and sold by us during our fiscal year ended December 31, 2025, which were not registered under the Securities Act of 1933. 48 Securities Authorized for Issuance under Equity Compensation Plans In January and February 2022, our Board and our shareholders approved our 2022 Equity Incentive Plan (the 2022 Plan, together with the 2012 Plan, the Plans). The 2022 Plan governs equity awards to our employees, directors, officers, consultants and other eligible participants. Initially, the maximum number of shares of our common stock that may be subject to awards under the 2022 Plan is equal to (i) 20,000 plus (ii) the lesser of (a) 75,000 shares of our common stock and (b) the number of shares of our common stock subject to awards granted under the 2012 Plan that after the 2012 Plan is terminated are canceled, expired or otherwise terminated without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest. The maximum number of shares that are subject to awards under the 2022 Plan is subject to an annual increase equal to the lesser of (i) 13,750 shares of our common stock, (ii) a number of shares of our common stock equal to 4% of the prior years maximum number and (iii) such number of shares of our common stock as determined by the 2022 Plan administrator. On July 23, 2024, at our annual meeting, our stockholders voted to amend the 2022 Plan to increase the number of shares reserved for issuance under the 2022 Plan by 137,500 shares. On September 18, 2025, at our annual meeting, our stockholders approved an amendment to 2022 Plan to (i) increase the number of shares of our common stock reserved for issuance under the 2022 Plan from 189,870 shares to 1,328,365 shares, and (ii) amend the 2022 Plans evergreen provision to increase the annual automatic increase in the number of shares of common stock reserved under the 2022 Plan, beginning with the fiscal year ending December 31, 2026, to equal, at the discretion of the 2022 Plan administrator, either (x) the greater of (A) 4% of the total number of shares of common stock outstanding on the last day of the prior fiscal year or (B) the number of shares that, when added to the number of shares reserved under the 2022 Plan on the last day of the prior fiscal year, will cause the number of shares reserved to equal 15% of the total shares of common stock outstanding on the last day of the prior fiscal year, or (y) a lesser number as determined by the 2022 Plan administrator. Such amendment became effective as of September 18, 2025. The types of awards permitted under the Plans include nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards. Each option shall be exercisable at such times and subject to such terms and conditions as the Board may specify. The Board has the power to amend, suspend or terminate the Plans without stockholder approval or ratification at any time or from time to time. No change may be made that increases the total number of shares of our common stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year. Equity Compensation Plan Information The table below sets forth information as of December 31, 2025. | Plan Category | | Numberof securities to be issuedupon exerciseof outstanding options, warrants andrights | | | Weighted-average exercisepriceof outstanding options,warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | | | (a) | | | (b) | | | (c) | | | | Equity compensation plans approved by security holders | | | 935,119 | | | $ | 13.12 | | | | 348,115 | | | | Equity compensation plans not approved by security holders | | | | | | $ | | | | | | | | | Total | | | 935,119 | | | $ | 13.12 | | | | 348,115 | | | Use of Proceeds from our Initial Public Offering of Common Stock Not applicable. Transfer Agent The transfer agent for the common stock is Vstock Transfer LLC, 18 Lafayette Place, Woodmere, New York, telephone (212) 828-8436. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved] 49 Item7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS *You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the notes to those statements included elsewhere in this Annual Report on Form10-K. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. You should not place undue reliance on these forward-looking statements, which involve risks and uncertainties. As a result of many factors, including but not limited to those set forth under Risk Factors, our actual results may differ materially from those anticipated in these forward-looking statements. See Cautionary Note Regarding Forward-Looking Statements.* Overview Tenon Medical, Inc. (the Company) was incorporated in the State of Delaware on June 19, 2012 and was headquartered in San Ramon, California until June 2021 when it relocated to Los Gatos, California. The Company is a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. The Company currently offers two systems to treat a diseased SI Joint. The Company has developed The Catamaran SI Joint Fusion System (The Catamaran System) that offers a novel, less invasive approach to the SI Joint using a single, robust, titanium implant for treatment of the most common types of SI Joint disorders that cause lower back pain. The Company received U.S. Food and Drug Administration (FDA) clearance in 2018 for The Catamaran System and is currently focused on the US market. Since the national launch of The Catamaran System in October 2022, the Company is focused on three commercial opportunities: 1) primary SI Joint procedures, 2) revision procedures of failed SI Joint implants and 3) SI Joint fusion adjunct to a spine fusion construct. In August 2025, the Company acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+ SI Joint Fusion System (The SImmetry+ System) that treats disorders of the SI Joint through minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles-including joint decortication, bone graft placement, and rigid fixation-with the goal of achieving a true biological fusion across the SI Joint. We have incurred net losses since our inception in 2012. As of December 31, 2025, we had an accumulated deficit of approximately $81.3 million. To date, we have financed our operations primarily through public equity offerings, private placements of equity securities, certain debt-related financing arrangements, and sales of our product. We have devoted substantially all of our resources to research and development, regulatory matters and sales and marketing of our product. Reverse Stock Split On September 6, 2024, we effected a 1-for-8 reverse stock split (the 2024 Reverse Stock Split) by filing an amendment to the our Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2024 Reverse Stock Split combined every eight shares of our common stock issued and outstanding immediately prior to effecting the 2024 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2024 Reverse Stock Split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2024 Reverse Stock Split. The authorized number of shares and the par value per share of our common stock were not affected by the 2024 Reverse Stock Split. Critical Accounting Policies and Significant Judgments and Estimates Our managements discussion and analysis of our financial condition and results of operations is based on our audited financial statements, which have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported results of operations during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this Annual Report on Form10-K, we believe that the accounting policies discussed below are those that are most critical to understanding our historical and future performance, as these policies relate to the more significant areas involving managements judgments and estimates. For more detail on our critical accounting policies, see Note 2 to our financial statements. *Revenue Recognition* ** Our revenue is derived from the sale of our products to medical groups and hospitals in the United States. Revenue is recognized when control is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for the goods or services, using the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. We generate our revenue from the sale of products to hospitals or medical facilities where our products are delivered in advance of a procedure. The performance obligation is the completion of the surgery and therefore, revenue is recognized upon completion of the surgery, net of rebates and price discounts. We account for rebates and price discounts as a reduction to revenue. Sales prices are specified prior to the transfer of control to the customer, via either the customer contract, agreed price list, purchase order, or written communication with the customer. For direct sales to end-user customers, our standard payment terms are generally net 30 days. 50 We offer our standard warranty to all customers. We do not sell any warranties on a standalone basis. Our warranty provides that our products are free of material defects and conform to specifications, and includes an offer to replace or refund the purchase price of defective products. This assurance does not constitute a service and is not considered a separate performance obligation. We estimate warranty liabilities at the time of revenue recognition and record them as a charge to cost of goods sold. *Stock-Based Compensation* ** We account for all stock-based compensation awards using a fair-value method on the grant date and recognize the fair value of each award as an expense over the requisite service period. We recognize compensation costs related to stock-based awards granted to employees, directors, and consultants, including restricted stock units and stock options, based on the estimated fair value of the awards on the date of grant. For restricted stock units, we estimate grant date fair value based on the closing market price on the date of grant. For stock options, we estimate the grant date fair value using the Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Black-Scholes option-pricing model requires the use of subjective assumptions to determine the fair value of stock-based awards. These assumptions include: ** *Expected Term*The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method. The simplified method deems the expected term to be the midpoint between the vesting date and the contractual life of the stock-based awards. *Expected Volatility*Since we have only been publicly held since April 2022 and did not have any trading history for our common stock prior to that date, the expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle, or area of specialty. *Risk-Free Interest Rate*The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. *Expected Dividend*We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero. We account for forfeitures as they occur. Our board of directors intends all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. *Common Stock Warrants* ** We account for warrants for shares of common stock as equity or liabilities in accordance with the accounting guidance for derivatives. The accounting guidance provides a scope exception from classifying and measuring as a financial liability a contract that would otherwise meet the definition of a derivative if the contract is both (i) indexed to the entitys own stock and (ii) classified in the stockholders deficit section of the balance sheet. We estimate the fair value of our warrants for shares of common stock by using the Black-Scholes option pricing model. Warrants classified as equity are recorded as additional paid-in capital on the balance sheet and no further adjustments to their valuation are made after the issuance of the warrants. *Business Combinations* ** We account for business combinations in accordance with Accounting Standards Codification (ASC) 805, *Business Combinations*, which requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. The fair value of the consideration paid is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded to goodwill. Intangible assets acquired are amortized over the expected life of the asset. Fair value determinations and useful life estimates are based on, among other factors, estimates of expected future cash flows, estimates of appropriate discount rates, estimated useful lives of the intangible assets acquired and other factors. Although we believe the assumptions and estimates made have been reasonable and appropriate, actual results may vary significantly from estimated results. Our assumptions and estimates are subject to refinement and, as a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. 51 Financial Operations Overview *Revenue* ** We derive substantially all our revenue from sales of The Catamaran System and The SImmetry+ System to a limited number of clinicians. Revenue from sales of The Catamaran System and The SImmetry+ System fluctuates based on volume of cases (procedures performed), discounts, rebates, and the number of implants used for a particular patient. Similar to other orthopedic companies, our revenue can also fluctuate from quarter to quarter due to a variety of factors, including reimbursement, changes in independent sales representatives and physician activities. *Cost of Goods Sold, Gross Profit, and Gross Margin* ** We utilize contract manufacturers for production of The Catamaran System and The SImmetry+ System implants and tray sets. Cost of goods sold consists primarily of costs of the components of The Catamaran System and The SImmetry+ System implants and instruments, overhead related to operations personnel and facility costs, quality inspection, packaging, scrap and inventory obsolescence, as well as distribution-related expenses such as logistics and shipping costs. We anticipate that certain of our cost of goods sold will increase in absolute dollars as case levels increase. Our gross margins have been and will continue to be affected by a variety of factors, including the cost to have our products manufactured for us, pricing pressure from increasing competition, and the factors described above impacting our revenue. *Operating Expenses* ** Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel costs are the most significant component of operating expenses and consist of consulting expenses, salaries, sales commissions and other cash and stock-based compensation related expenses. We expect operating expenses to increase in absolute dollars as we continue to invest and grow our business. *Sales and Marketing Expenses* ** Sales and marketing expenses primarily consist of salaries, commissions, stock-based compensation expense and travel and entertainment expenses of our sales and market personnel along with commissions paid to our independent distributors. We expect our sales and marketing expenses to increase in absolute dollars with the increased sales of The Catamaran System and The SImmetry+ System resulting in higher commissions and salaries, increased clinician and sales representative training, and the cost to complete our clinical study to gain wider clinician adoption of The Catamaran System. Our sales and marketing expenses may fluctuate from period to period due to the timing of sales and marketing activities related to the commercial activity of our product. *Research and Development Expenses* ** Our research and development expenses primarily consist of engineering, product development, regulatory expenses, and consulting services, outside prototyping services, outside research activities, materials, and other costs associated with the development and refinement of our product. Research and development expenses also include related personnel and consultants compensation and stock-based compensation expense. We expense research and development costs as they are incurred. We expect research and development expense to increase in absolute dollars as we improve The Catamaran System and The SImmetry+ System, develop new products, add research and development personnel, and undergo clinical activities that may be required for regulatory clearances of future products. *General and Administrative Expenses* ** General and administrative expenses primarily consist of salaries, consultants compensation, stock-based compensation expense, and other costs for finance, accounting, legal, compliance, and administrative matters. We expect our general and administrative expenses to increase in absolute dollars as we add personnel and information technology infrastructure to support the growth of our business. We also expect to incur additional general and administrative expenses as a result of operating as a public company, including but not limited to: expenses related to compliance with the rules and regulations of the SEC and those of The Nasdaq Stock Market LLC on which our securities are traded; additional insurance expenses; investor relations activities; and other administrative and professional services. While we expect the general and administrative expenses to increase in absolute dollars, we anticipate that it will decrease as a percentage of revenue over time. *Gain (Loss) on Investments* ** Gain (loss) on investments consists of interest income and realized gains and losses from the sale of our investments in money market and corporate debt securities. *Interest Expense* ** Interest expense is related to borrowings and includes deemed interest derived from the beneficial conversion prices of notes payable. *Other Income (Expense), Net* ** Other income and expenses have not been significant to date. 52 Results of Operations (in thousands, except percentages) | | | Years Ended December 31, | | | | Statements of Operations Data in Dollars: | | 2025 | | | 2024 | | | | Revenue | | $ | 3,944 | | | $ | 3,277 | | | | Cost of goods sold | | | 1,586 | | | | 1,566 | | | | Gross profit | | | 2,358 | | | | 1,711 | | | | Operating expenses: | | | | | | | | | | | Research and development | | | 2,149 | | | | 2,603 | | | | Sales and marketing | | | 6,026 | | | | 5,109 | | | | General and administrative | | | 6,975 | | | | 7,765 | | | | Total operating expenses | | | 15,150 | | | | 15,477 | | | | Loss from operations | | | (12,792 | ) | | | (13,766 | ) | | | Interest and other income (expense), net: | | | | | | | | | | | Gain on investments | | | 236 | | | | 183 | | | | Interest expense | | | | | | | (34 | ) | | | Other expense | | | | | | | (56 | ) | | | Net loss | | $ | (12,556 | ) | | $ | (13,673 | ) | | | | | Years Ended December 31, | | | | Statements of Operations Data as a Percent of Revenue: | | 2025 | | | 2024 | | | | Revenue | | | 100 | % | | | 100 | % | | | Cost of goods sold | | | 40 | | | | 48 | | | | Gross profit | | | 60 | | | | 52 | | | | Operating expenses: | | | | | | | | | | | Research and development | | | 54 | | | | 79 | | | | Sales and marketing | | | 153 | | | | 156 | | | | General and administrative | | | 177 | | | | 237 | | | | Total operating expenses | | | 384 | | | | 472 | | | | Loss from operations | | | (324 | ) | | | (420 | ) | | | Interest and other income (expense), net: | | | | | | | | | | | Gain on investments | | | 6 | | | | 6 | | | | Interest expense | | | | | | | (1 | ) | | | Other expense | | | | | | | (2 | ) | | | Net loss | | | (318 | )% | | | (417 | )% | | Comparison of the years ended December31, 2025 and 2024 (in thousands, except percentages) *Revenue, Cost of Goods Sold, Gross Profit, and Gross Margin* | | | Years Ended December 31, | | | | | | | | | | | | 2025 | | | 2024 | | | $ Change | | | % Change | | | | Revenue | | $ | 3,944 | | | $ | 3,277 | | | $ | 667 | | | | 20 | % | | | Cost of goods sold | | | 1,586 | | | | 1,566 | | | | 20 | | | | 1 | % | | | Gross profit | | $ | 2,358 | | | $ | 1,711 | | | $ | 647 | | | | 38 | % | | | Gross profit percentage | | | 60 | % | | | 52 | % | | | | | | | | | | ** *Revenue.*The increase in revenue for the year ended December 31, 2025 as compared to 2024 was primarily due to an increase in the number of surgical procedures and the addition of revenue related to The SImmetry+ System. *Cost of Goods Sold, Gross Profit, and Gross Margin.*The change in cost of goods sold for the year ended December 31, 2025 as compared to 2024 was due to the absorption of production overhead costs into our standard cost and operating leverage created due to lower relative fixed costs and increased revenue volume. 53 *Operating Expenses* | | | Years Ended December 31, | | | | | | | | | | | | 2025 | | | 2024 | | | $ Change | | | % Change | | | | Research and development | | $ | 2,149 | | | $ | 2,603 | | | $ | (454 | ) | | | (17 | )% | | | Sales and marketing | | | 6,026 | | | | 5,109 | | | | 917 | | | | 18 | % | | | General and administrative | | | 6,975 | | | | 7,765 | | | | (790 | ) | | | (10 | )% | | | Total operating expenses | | $ | 15,150 | | | $ | 15,477 | | | $ | (1,491 | ) | | | (9 | )% | | ** *Research and Development Expenses.*Research and development expenses for the year ended December 31, 2025 decreased as compared to 2024 primarily due to decreased stock-based compensation ($772) and payroll expenses ($1), partially offset by increased professional fees ($206). ** *Sales and Marketing Expenses.*Sales and marketing expenses for the year ended December 31, 2025 increased as compared to 2024 primarily due to increased commission expense ($544) related to our increased revenue and increased payroll and employee expenses ($174) and consulting and professional fees ($174), partially offset by decreased stock-based compensation ($13). *General and Administrative Expenses*. General and administrative expenses for the year ended December 31, 2025 decreased as compared to 2024 primarily due to decreased stock-based compensation ($1,367), insurance costs ($614) and professional service fees ($87), partially offset by acquisition expenses ($778) and increases in employee expenses ($321) and other fees and expenses ($206). *Gain on Investments, Interest Expense and Other Expense, Net* | | | Years Ended December 31, | | | | | | | | | | | | 2025 | | | 2024 | | | $ Change | | | % Change | | | | Gain on investments | | $ | 236 | | | $ | 183 | | | $ | 53 | | | | 29 | % | | | Interest expense | | | | | | | (34 | ) | | | 34 | | | | 100 | % | | | Other expense, net | | | | | | | (56 | ) | | | 56 | | | | 100 | % | | | Total operating expenses | | $ | 236 | | | $ | 93 | | | $ | 143 | | | | 154 | % | | ** *Gain on Investments.* Gain on investments for the year ended December 31, 2025 increased as compared to 2024 due to interest on our higher amounts of investments in money market and corporate debt securities. *Interest Expense.* Interest expense for the year ended December 31, 2024 related to convertible debt, whose outstanding principal and interest were converted to common stock in 2024. *Other Expense, Net*. Other expense, net for the year ended December 31, 2024 was related to foreign exchange losses on the liquidation of our Swiss subsidiary. Liquidity and Capital Resources As of December 31, 2025, we had cash and cash equivalents of $3.8million. Since inception, we have financed our operations through private placements of preferred stock, debt financing arrangements, our initial public offering, additional stock offerings and the sale of our products. As of December 31, 2025, we had no outstanding debt. As of December 31, 2025, we had an accumulated deficit of $81.3million and we expect to incur additional losses in the future. We have not achieved positive cash flow from operations to date. On March 11, 2026, we entered into securities purchase agreements with certain accredited investors pursuant to which the Company issued and sold in a private placement 20% original issue discount senior convertible promissory notes in an aggregate principal amount of approximately $5.2 million for aggregate gross proceeds of approximately $4.3 million (the Convertible Promissory Notes). The Convertible Promissory Notes have a maturity date of September 11, 2026, which at the option of the Company can be extended to December 11, 2026. Following the 6-month anniversary of the issuance date, the Convertible Promissory Notes will be convertible any time at the option of the holder into shares of our common stock at a conversion price per share equal to the greater of 80% of the VWAP for the three trading days immediately prior to the date of conversion and $0.1567, subject to adjustment for stock splits and pro rata distributions as provided in the Convertible Promissory Notes. If the maturity date of the Convertible Promissory Notes is extended their outstanding principal amount will be increased by 5%. Any prepayment of the Convertible Promissory Notes will be paid at 102.5% of the principal amount being prepaid. In addition, we are required to prepay the Convertible Promissory Notes from 15% of the net proceeds we may receive from future securities financing transactions less certain amounts attributable to the original issue discount. Based upon our current operating plan, our existing cash and cash equivalents will not be sufficient to fund our operating expenses and working capital requirements through at least the next 12 months from the date these financial statements were filed. We plan to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations. We continue to face challenges and uncertainties and, as a result, our available capital resources may be consumed more rapidly than currently expected due to (a) the uncertainty of future revenues; (b) changes we may make to the business that affect ongoing operating expenses; (c) changes we may make in our business strategy; (d) regulatory developments affecting our existing products; (e) changes we may make in our research and development spending plans; and (f) other items affecting our forecasted level of expenditures and use of cash resources. 54 As we attempt to raise additional capital to fund our operations, funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our sales and marketing efforts, research and development activities, or other operations. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, and collaborations. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we are unable to raise capital, we will need to delay, reduce, or terminate planned activities to reduce costs. Doing so will likely harm our ability to execute our business plans. Due to the uncertainty in our ability to raise capital, management believes that there is substantial doubt in our ability to continue as a going concern for the next twelve months from the issuance of these financial statements. *Cash Flows (in thousands, except percentages)* ** The following table sets forth the primary sources and uses of cash for each of the periods presented below: | | | Years Ended December 31, | | | | | | | | | | | | 2025 | | | 2024 | | | $ Change | | | % Change | | | | Net cash (used in) provided by: | | | | | | | | | | | | | | | | | | | Operating activities | | $ | (10,745 | ) | | $ | (9,878 | ) | | $ | (867 | ) | | | 9 | % | | | Investing activities | | | (1,023 | ) | | | (186 | ) | | | (837 | ) | | | 450 | % | | | Financing activities | | | 8,989 | | | | 14,125 | | | | (5,136 | ) | | | (36 | )% | | | Effect of foreign currency translation on cash flow | | | | | | | 46 | | | | (46 | ) | | | (100 | )% | | | Net change in cash and cash equivalents | | $ | (2,779 | ) | | $ | 4,107 | | | $ | (6,886 | ) | | | (168 | )% | | The increase in net cash used in operating activities for the year ended December 31, 2025 as compared to 2024 was primarily attributable to decreases in stock-based compensation ($2,154) and increased accounts receivable ($465) and prepaid expenses ($218), partially offset by a decrease in net loss ($1,117) and increases in accrued expenses ($819) and accounts payable ($550). Cash used in investing activities for the year ended December 31, 2025 consisted of the cash payment for the SI Acquisition ($750) and purchases of property and equipment ($273). Cash used in investing activities for the year ended December 31, 2024 related to purchases of property and equipment ($186). Cash provided by financing activities for the year ended December 31, 2025 consisted of gross proceeds from the issuance of common stock from our securities purchase agreements ($4,010), the exercise of warrants under the inducement agreement ($3,057) and the issuance of common stock and warrants ($2,850), net of total cash offering costs ($928). Cash provided by financing activities for the year ended December 31, 2024 consisted of gross proceeds from the issuance of common stock and warrants ($4,500), the exercise of warrants under the inducement agreement ($4,648), the issuance of Series A Convertible Preferred Stock ($2,605) and Series B Convertible Preferred Stock ($550) and from issuances of common stock ($2,106) and the exercise of warrants ($812), net of total cash offering costs ($1,096). Off-BalanceSheet Arrangements As of December 31, 2025 and 2024, we did not have any relationships with organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitatingoff-balancesheet arrangements or other contractually narrow or limited purposes. Item7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. 55 Item8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Tenon Medical, Inc. Financial Statements December31, 2025 and 2024 Contents | Report of Independent Registered Public Accounting Firm (PCAOB ID No. 200) | F-2 | | | Audited Financial Statements: | | | | Balance Sheets | F-3 | | | Statements of Operations and Comprehensive Loss | F-4 | | | Statements of Convertible Preferred Stock and Stockholders Equity | F-5 | | | Statements of Cash Flows | F-6 | | | Notes to Financial Statements | F-7 | | F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Tenon Medical, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Tenon Medical, Inc. (the Company) as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders equity, and cash flows for each of the years then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has experienced recurring losses, negative cash flows from operations, and has limited capital resources. These matters raise substantial doubt about the Companys ability to continue as a going concern. Managements plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Haskell & White LLP We have served as the Companys auditor since 2023. Irvine, California March 27, 2026 F-2 Tenon Medical, Inc. Balance Sheets (In thousands, except share data) | | | December 31, | | | December31, | | | | | | 2025 | | | 2024 | | | | ASSETS | | | | | | | | | Current assets: | | | | | | | | | Cash and cash equivalents | | $ | 3,756 | | | $ | 6,535 | | | | Accounts receivable, net | | | 1,698 | | | | 863 | | | | Inventory | | | 1,054 | | | | 606 | | | | Prepaid expenses and other current assets | | | 260 | | | | 206 | | | | Total current assets | | | 6,768 | | | | 8,210 | | | | Property and equipment, net | | | 918 | | | | 752 | | | | Deposits | | | 51 | | | | 51 | | | | Operating lease right-of-use asset | | | 131 | | | | 399 | | | | Deferred offering costs | | | | | | | 431 | | | | Intangible assets, net (Notes 3 and 6) | | | 485 | | | | | | | | Goodwill (Note 3) | | | 2,407 | | | | | | | | TOTAL ASSETS | | $ | 10,760 | | | $ | 9,843 | | | | | | | | | | | | | | | Liabilities and Stockholders EQUITY | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | | $ | 845 | | | $ | 369 | | | | Accrued expenses | | | 1,637 | | | | 910 | | | | Current portion of accrued commissions | | | 590 | | | | 303 | | | | Current portion of operating lease liability | | | 141 | | | | 287 | | | | Total current liabilities | | | 3,213 | | | | 1,869 | | | | Accrued commissions, net of current portion | | | 1,514 | | | | 1,862 | | | | Operating lease liability, net of current portion | | | | | | | 141 | | | | Contingent consideration (Note 3) | | | 993 | | | | | | | | Total liabilities | | | 5,720 | | | | 3,872 | | | | | | | | | | | | | | | Commitments and contingencies (Note 10) | | | | | | | | | | | Stockholders equity: | | | | | | | | | | | Series A convertible preferred stock, $0.001 par value; 4,500,000 shares authorized at December 31, 2025 and 2024; 204,159 and 256,968 shares issued and outstanding at December 31, 2025 and 2024, respectively | | | 2,622 | | | | 3,300 | | | | Series B convertible preferred stock, $0.001 par value; 491,222 shares authorized at December 31, 2025 and 2024; 86,454 shares issued and outstanding at December 31, 2025 and 2024 | | | 452 | | | | 452 | | | | Common stock, $0.001 par value; 130,000,000 shares authorized at December 31, 2025 and 2024; 10,851,273 and 3,138,804 shares issued and outstanding at December 31, 2025 and 2024, respectively | | | 11 | | | | 3 | | | | Additional paid-in capital | | | 83,257 | | | | 70,962 | | | | Accumulated deficit | | | (81,302 | ) | | | (68,746 | ) | | | Total stockholders equity | | | 5,040 | | | | 5,971 | | | | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | | $ | 10,760 | | | $ | 9,843 | | | ** *The accompanying notes are an integral part of these financial statements.* *See Report of Independent Registered Public Accounting Firm.* F-3 Tenon Medical, Inc. Statements of Operations and Comprehensive Loss (In thousands, except per share data) | | | Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | Revenue | | $ | 3,944 | | | $ | 3,277 | | | | Cost of sales | | | 1,586 | | | | 1,566 | | | | Gross Profit | | | 2,358 | | | | 1,711 | | | | | | | | | | | | | | | Operating Expenses | | | | | | | | | | | General and administrative | | | 6,975 | | | | 7,765 | | | | Sales and marketing | | | 6,026 | | | | 5,109 | | | | Research and development | | | 2,149 | | | | 2,603 | | | | Total Operating Expenses | | | 15,150 | | | | 15,477 | | | | | | | | | | | | | | | Loss from Operations | | | (12,792 | ) | | | (13,766 | ) | | | | | | | | | | | | | | Other Income (Expense) | | | | | | | | | | | Gain on investments | | | 236 | | | | 183 | | | | Interest expense | | | | | | | (34 | ) | | | Other expense, net | | | | | | | (56 | ) | | | Total Other Income, net | | | 236 | | | | 93 | | | | Net Loss | | $ | (12,556 | ) | | $ | (13,673 | ) | | | Net Loss Per Share of Common Stock | | | | | | | | | | | Basic and diluted | | $ | (1.70 | ) | | $ | (11.26 | ) | | | | | | | | | | | | | | Weighted-Average Shares of Common Stock Outstanding | | | | | | | | | | | Basic and diluted | | | 7,384 | | | | 1,214 | | | | | | | | | | | | | | | Statements of Comprehensive Loss: | | | | | | | | | | | Net loss | | $ | (12,556 | ) | | $ | (13,673 | ) | | | Foreign currency translation adjustment | | | | | | | 46 | | | | Total Comprehensive Loss | | $ | (12,556 | ) | | $ | (13,627 | ) | | *The accompanying notes are an integral part of these financial statements.* *See Report of Independent Registered Public Accounting Firm.* F-4 Tenon Medical, Inc. Statements of Convertible Preferred Stock and Stockholders Equity (In thousands, except share data) | | | Series A Convertible Preferred Stock | | | Series B Convertible Preferred Stock | | | Common Stock | | | Additional Paid-In | | | Accumula- | | | Accumula-ted Other Compre- | | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | tedDeficit | | | hensiveLoss | | | Total | | | | Balance at December 31, 2023 | | | | | | $ | | | | | | | | $ | | | | | 325,039 | | | $ | | | | $ | 55,897 | | | $ | (55,073 | ) | | $ | (46 | ) | | $ | 778 | | | | Stock-based compensation expense | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,845 | | | | | | | | | | | | 3,845 | | | | Release of restricted stock units | | | | | | | | | | | | | | | | | | | 9,926 | | | | | | | | | | | | | | | | | | | | | | | | Issuance of Series A preferred stock and warrants, net of issuance costs | | | 256,968 | | | | 3,300 | | | | | | | | | | | | | | | | | | | | 254 | | | | | | | | | | | | 3,554 | | | | Issuance of Series B preferred stock and warrants, net of issuance costs | | | | | | | | | | | 86,454 | | | | 452 | | | | | | | | | | | | 37 | | | | | | | | | | | | 489 | | | | Issuance of common stock, prefunded warrants, and warrants, net of issuance costs | | | | | | | | | | | | | | | | | | | 55,000 | | | | | | | | 3,846 | | | | | | | | | | | | 3,846 | | | | Issuance of common stock upon exercise of prefunded warrants | | | | | | | | | | | | | | | | | | | 1,167,850 | | | | 1 | | | | (1 | ) | | | | | | | | | | | | | | | Issuance of common stock and warrants under inducement agreement, net of issuance costs | | | | | | | | | | | | | | | | | | | 1,222,850 | | | | 1 | | | | 4,305 | | | | | | | | | | | | 4,306 | | | | Issuance of common stock upon exercise of warrants | | | | | | | | | | | | | | | | | | | 32,266 | | | | | | | | 812 | | | | | | | | | | | | 812 | | | | Issuance of common stock, net of issuance costs | | | | | | | | | | | | | | | | | | | 178,048 | | | | | | | | 1,968 | | | | | | | | | | | | 1,968 | | | | Issuance of common stock for reverse stock split | | | | | | | | | | | | | | | | | | | 147,825 | | | | 1 | | | | (1 | ) | | | | | | | | | | | | | | | Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 46 | | | | 46 | | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (13,673 | ) | | | | | | | (13,673 | ) | | | Balance at December 31, 2024 | | | 256,968 | | | | 3,300 | | | | 86,454 | | | | 452 | | | | 3,138,804 | | | | 3 | | | | 70,962 | | | | (68,746 | ) | | | | | | | 5,971 | | | | Stock-based compensation expense | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,691 | | | | | | | | | | | | 1,691 | | | | Issuance of common stock, pre-funded warrants and warrants under inducement agreement, net of issuance costs | | | | | | | | | | | | | | | | | | | 2,445,700 | | | | 3 | | | | 2,732 | | | | | | | | | | | | 2,735 | | | | Issuance of common stock, prefunded warrants, and warrants, net of issuance costs | | | | | | | | | | | | | | | | | | | 2,005,000 | | | | 2 | | | | 3,522 | | | | | | | | | | | | 3,524 | | | | Shares issued for acquisition of assets of SiVantage, Inc. | | | | | | | | | | | | | | | | | | | 710,300 | | | | 1 | | | | 1,365 | | | | | | | | | | | | 1,366 | | | | Issuance of common stock upon conversion of Series A convertible preferred stock | | | (52,809 | ) | | | (678 | ) | | | | | | | | | | | 300,005 | | | | | | | | 678 | | | | | | | | | | | | | | | | Issuance of common stock and warrants, net of issuance costs | | | | | | | | | | | | | | | | | | | 2,217,904 | | | | 2 | | | | 2,728 | | | | | | | | | | | | 2,730 | | | | Release of restricted stock units | | | | | | | | | | | | | | | | | | | 33,560 | | | | | | | | | | | | | | | | | | | | | | | | Deferred financing costs | | | | | | | | | | | | | | | | | | | | | | | | | | | (421 | ) | | | | | | | | | | | (421 | ) | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (12,556 | ) | | | | | | | (12,556 | ) | | | Balance at December 31, 2025 | | | 204,159 | | | $ | 2,622 | | | | 86,454 | | | $ | 452 | | | | 10,851,273 | | | $ | 11 | | | $ | 83,257 | | | $ | (81,302 | ) | | $ | | | | $ | 5,040 | | | *The accompanying notes are an integral part of these financial statements.* *See Reports of Independent Registered Public Accounting Firms.* F-5 Tenon Medical, Inc. Statements of Cash Flows (In thousands) | | | Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | Cash Flows from Operating Activities | | | | | | | | | Net loss | | $ | (12,556 | ) | | $ | (13,673 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Stock-based compensation expense | | | 1,691 | | | | 3,845 | | | | Depreciation and amortization | | | 262 | | | | 408 | | | | Provision for losses on accounts receivable | | | 16 | | | | 41 | | | | Amortization of operating right-of-use asset | | | 268 | | | | 247 | | | | Increase (decrease) in cash resulting from changes in: | | | | | | | | | | | Accounts receivable | | | (851 | ) | | | (386 | ) | | | Inventory | | | (387 | ) | | | (52 | ) | | | Prepaid expenses and other assets | | | (35 | ) | | | 183 | | | | Accounts payable | | | 486 | | | | (64 | ) | | | Accrued expenses | | | 648 | | | | (171 | ) | | | Operating lease liability | | | (287 | ) | | | (256 | ) | | | Net cash used in operating activities | | | (10,745 | ) | | | (9,878 | ) | | | | | | | | | | | | | | Cash Flows from Investing Activities | | | | | | | | | | | Purchase of assets from SiVantage, Inc. | | | (750 | ) | | | | | | | Purchases of property and equipment | | | (273 | ) | | | (186 | ) | | | Net cash used in investing activities | | | (1,023 | ) | | | (186 | ) | | | | | | | | | | | | | | Cash Flows from Financing Activities | | | | | | | | | | | Gross proceeds from issuance of common stock, prefunded warrants, and warrants | | | 4,010 | | | | 4,500 | | | | Gross proceeds from exercise of warrants under inducement agreement | | | 3,057 | | | | 4,648 | | | | Gross proceeds from issuance of common stock and warrants | | | 2,850 | | | | | | | | Gross proceeds from issuance of Series A convertible preferred stock | | | | | | | 2,605 | | | | Gross proceeds from issuance of Series B convertible preferred stock | | | | | | | 550 | | | | Gross proceeds from issuance of common stock | | | | | | | 2,106 | | | | Gross proceeds from exercise of warrants | | | | | | | 812 | | | | Offering costs | | | (928 | ) | | | (1,096 | ) | | | Net cash provided by financing activities | | | 8,989 | | | | 14,125 | | | | | | | | | | | | | | | Effect of foreign currency translation on cash flow | | | | | | | 46 | | | | Net (Decrease) Increase in Cash and Cash Equivalents | | | (2,779 | ) | | | 4,107 | | | | | | | | | | | | | | | Cash and Cash Equivalents at Beginning of Year | | | 6,535 | | | | 2,428 | | | | Cash and Cash Equivalents at End of Year | | $ | 3,756 | | | $ | 6,535 | | | | | | | | | | | | | | | Supplemental Disclosures of Cash Flow Information | | | | | | | | | | | Non-cash investment and financing activities: | | | | | | | | | | | Warrant modification costs | | $ | 5,133 | | | $ | 992 | | | | Preferred stock issued upon conversion of debt and accrued interest | | $ | | | | $ | 1,186 | | | | Reclassification of deferred offering costs to additional paid-in capital | | $ | 421 | | | $ | 367 | | | | Common stock issued upon conversion of Series A preferred stock | | $ | 678 | | | $ | | | | | Common stock issued for purchase of assets from SiVantage, Inc. | | $ | 1,366 | | | $ | | | | | Contingent consideration for purchase of assets from SiVantage, Inc. | | $ | 1,011 | | | $ | | | | ** *The accompanying notes are an integral part of these financial statements.* *See Report of Independent Registered Public Accounting Firm.* F-6 Notes to Financial Statements (in thousands, except share and per-share data) 1. Organization and Business ** *Nature of operations* Tenon Medical, Inc. (the Company) was incorporated in the State of Delaware on June 19, 2012 and was headquartered in San Ramon, California until June 2021 when it relocated to Los Gatos, California. The Company is a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. The Company currently offers two systems to treat a diseased sacroiliac joint (SI Joint). The Company has developed The Catamaran SI Joint Fusion System (The Catamaran System) that offers a novel, less invasive approach to the SI Joint using a single, robust, titanium implant for treatment of the most common types of SI Joint disorders that cause lower back pain. The Company received U.S. Food and Drug Administration (FDA) clearance in 2018 for The Catamaran System and is currently focused on the US market. Since the national launch of The Catamaran System in October 2022, the Company is focused on three commercial opportunities: 1) Primary SI Joint procedures, 2) Revision procedures of failed SI Joint implants and 3) SI Joint fusion adjunct to a spine fusion construct. In August 2025, the Company acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+ SI Joint Fusion System (The SImmetry+ System) that treats disorders of the SI Joint through minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles-including joint decortication, bone graft placement, and rigid fixation-with the goal of achieving a true biological fusion across the SI Joint. 2. Summary of Significant Accounting Principles ** *Basis of presentation* The accompanying financial statements have been prepared on the accrual basis in accordance with generally accepted accounting principles as promulgated in the United States of America (U.S. GAAP). ** *Going concern uncertainty and liquidity requirements* The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. There is substantial doubt about the Companys ability to continue as a going concern for one year after the date that these financial statements are issued. Since inception, the Company has incurred losses and negative cash flows from operations. Management expects to incur additional operating losses and negative cash flows from operations in the foreseeable future as the Company continues its product development programs and the commercialization of The Catamaran System and The SImmetry+ System. Based on the Companys expected level of revenues and expenditures, the Company believes that its existing cash and cash equivalents as of December 31, 2025 will not provide sufficient funds to enable it to meet its obligations for a period of at least twelve months from the date of the filing of these financial statements. The Company plans to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations (see Note 14). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ** *Notice from Nasdaq* ** On February 25, 2026, the Company received a letter (the Notification Letter) from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (Nasdaq) stating that for the 30 consecutive business day period between January 9, 2026 and February 24, 2026, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the Bid Price Rule). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until August 24, 2026 (the Compliance Period), to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Companys common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during the Compliance Period. If the Company does not regain compliance with the Bid Price Rule by August 24, 2026, the Company may be eligible for an additional 180-day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, the common stock of the Company will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel. F-7 The notice from Nasdaq has no immediate effect on the listing of the Companys common stock and its common stock will continue to be listed on The Nasdaq Capital Market under the symbol TNON. The Company is currently evaluating its options for regaining compliance with the Bid Price Rule. There can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any of the other Nasdaq continued listing requirements. ** *Use of estimates* The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, the fair value of assets acquired and liabilities assumed in business combinations, estimates of purchase price consideration and contingent consideration, realization of deferred tax assets, accrued liabilities, obsolescence of inventory, the fair value of accrued commissions and stock-based compensation. *Reverse Stock Split* ** On September 6, 2024, the Company effected a 1-for-8 reverse stock split (the 2024 Reverse Stock Split) by filing an amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2024 Reverse Stock Split combined every eight shares of our common stock issued and outstanding immediately prior to effecting the 2024 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2024 Reverse Stock Split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2024 Reverse Stock Split. The authorized number of shares and the par value per share of the Companys common stock were not affected by the 2024 Reverse Stock Split. ** *Segments* ** The Company operates in one business segment: the SI Joint segment. See Note 13. ** *Business Combinations* ** The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) 805, *Business Combinations*, which requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. The fair value of the consideration paid is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded to goodwill. Intangible assets acquired are amortized over the expected life of the asset. Fair value determinations and useful life estimates are based on, among other factors, estimates of expected future cash flows, estimates of appropriate discount rates, estimated useful lives of the intangible assets acquired and other factors. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, actual results may vary significantly from estimated results. The Companys assumptions and estimates are subject to refinement and, as a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. ** *Cash and cash equivalents* The Company considers all highly liquid investments with maturities of 90 days or less at the date of purchase to be cash equivalents. ** *Investments* When applicable, the Company classifies its investments in marketable securities as available-for-sale and records them at fair value in its balance sheets. The net unrealized gains and losses are recorded as a separate component of stockholders equity. Realized gains and losses are recorded in the statements of operations and comprehensive loss. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method and records such gains and losses as a component of other income (expense) net. ** *Accounts receivable and expected credit losses* Accounts receivable are derived from products delivered to customers and are stated at their net realizable value. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. In determining the amount of the allowance, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. Historically, the Company has had no significant write-offs of accounts receivable. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its allowances will continue to be adequate. If actual credit losses are significantly greater than the allowance, the Company would increase its general and administrative expenses and increase its reported net losses. The Companys allowance for expected credit losses was $22 and $41 at December 31, 2025 and 2024, respectively. ** F-8 ** *Inventory* Inventory is stated at lower of cost or net realizable value. The Company establishes the inventory basis by determining the cost based on standard costs approximating the purchase costs on a first-in, first-out basis. The excess and obsolete inventory is estimated based on quantities on hand, expectations of future demand and market conditions. Inventory write-downs are charged to cost of goods sold. As of December 31, 2025 and 2024, inventory consisted of finished goods and raw materials (Note 4). ** *Deferred offering costs* Deferred offering costs, which consist of direct incremental legal, consulting, banking, and accounting fees relating to the Companys future offerings, are capitalized, and are offset against proceeds received upon the effectiveness of the offering or the closing of an equity transaction. In the event an anticipated offering is terminated, deferred offering costs will be expensed. ** *Property and equipment, net* Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Equipment, computers, software, and furniture and fixtures are depreciated over periods ranging from three to seven years, and leasehold improvements over the shorter of the lease term or the life of the asset. Construction in progress pertains to the cost of individual components of a custom instrument set used for surgical placement of the Companys products that have not yet been placed into service. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Deductions are made for retirements resulting from renewals or betterments. ** *Leases* ** The Company leases its headquarters in Los Gatos, California. At the inception of a contract, the Company assesses whether that contract is, or contains, a lease. The Companys assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. At inception of a lease, the Company allocates the consideration in the contract to each lease and non-lease component based on the components relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately. Leases are classified as either finance leases or operating leases based on criteria in accordance with Accounting Standards Codification (ASC) 842, *Leases*. The Companys facility lease is classified as an operating lease. Right-of-use assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the leases commencement date based on the present value of lease payments over the lease term. When a lease did not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company has elected not to recognize ROU assets and lease liabilities for short-term operating leases that have a term of 12 months or less. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses in the statements of operations and comprehensive loss. ** *Long-lived assets* The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment and intangible assets, to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include managements estimate of the assets ability to generate positive income from operations and positive undiscounted cash flow in future periods as well as the strategic significance of the assets to the Companys business objectives. ** *Fair value measurements* In accordance with ASC 820, *Fair Value Measurement*, fair value is the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Companys assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available in the circumstances. F-9 The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments includes cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 Instruments that have little to no pricing observability as of the measurement date. These financial instruments are measured using managements best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for assets categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. Certain non-financial assets and liabilities, such as acquired intangible assets and contingent liabilities, are valued using managements best estimate of fair value, which includes estimates of expected cash flows. *Income taxes* Income taxes are recorded in accordance with ASC 740, *Income Taxes*, which provides for deferred taxes using an asset and liability approach. Under this method, the Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect when the differences are expected to reverse. Valuation allowances are provided when necessary to reduce net deferred tax assets to the amount that is more likely than not to be realized. Based on the available evidence, the Company is unable, at this time, to support the determination that it is more likely than not that its deferred tax assets will be utilized in the future. Accordingly, the Company recorded a full valuation allowance as of December 31, 2025 and 2024. The Company intends to maintain valuation allowances until sufficient evidence exists to support its reversal. Current income taxes are based upon the years income taxable for federal, state, and foreign tax reporting purposes. Deferred income taxes are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. *Revenue recognition* The Companys revenue is derived from the sale of its products to medical groups and hospitals in the United States. Revenue is recognized when control is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for the goods or services, using the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company generates revenue from the sale of products to hospitals or medical facilities where its products are delivered in advance of a procedure. The performance obligation is the completion of the surgery and therefore, revenue is recognized upon completion of the surgery, net of rebates and price discounts. The Company accounts for rebates and price discounts as a reduction to revenue. Sales prices are specified prior to the transfer of control to the customer, via either the customer contract, agreed price list, purchase order, or written communication with the customer. For direct sales to end-user customers, the Companys standard payment terms are generally net 30 days. The Company offers its standard warranty to all customers and does not sell any warranties on a standalone basis. The Companys warranty provides that its products are free of material defects and conform to specifications, and includes an offer to replace or refund the purchase price of defective products. This assurance does not constitute a service and is not considered a separate performance obligation. The Company estimates warranty liabilities at the time of revenue recognition and records them as a charge to cost of goods sold. Contract modifications generally do not occur during the performance of the Companys contracts. Payments received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the balance sheets. As of December 31, 2025 and 2024, there were no remaining performance obligations that would give rise to deferred revenue. Except as described in Note 10, sales commissions are recorded in sales and marketing expenses during the same period as the corresponding revenues. F-10 *Research and development* The Company engages in improving existing products and new product development efforts. Research and development expenses relating to these efforts are expensed as incurred. *Stock-based compensation* The Company accounts for all stock-based compensation awards using a fair-value method on the grant date and recognizes the fair value of each award as an expense over the requisite service period. The Company recognizes compensation costs related to stock-based awards granted to employees, directors, and consultants, including restricted stock units and stock options, based on the estimated fair value of the awards on the date of grant. For restricted stock units, the Company estimates grant date fair value based on the closing market price on the date of grant. For stock options, the company estimates the grant date fair value using the Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Black-Scholes option-pricing model requires the use of subjective assumptions to determine the fair value of stock-based awards. These assumptions include: *Expected Term*The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method as the Company does not have significant stock option exercises in its history. The simplified method deems the expected term to be the midpoint between the vesting date and the contractual life of the stock-based awards. *Expected Volatility*Since the Company has only been publicly held since April 2022 and did not have any trading history for its common stock prior to that date, the expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle, or area of specialty. *Risk-Free Interest Rate*The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. *Expected Dividends*The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, an expected dividend yield of zero is used. The Company accounts for forfeitures as they occur. The Companys board of directors intends all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. ** *Net loss per share* Basic net loss per share is based upon the weighted-average number of common shares outstanding. Diluted net loss per share is based on the assumption that all potential common stock equivalents (convertible preferred stock, stock options, and warrants) are converted or exercised. The calculation of diluted net loss per share excludes potential common stock equivalents if the effect is anti-dilutive. For the periods presented, the Companys weighted-average common shares outstanding for basic and diluted are the same because the effect of the potential common stock equivalents is anti-dilutive. The Company had the following dilutive common stock equivalents as of December 31, 2025 and 2024 which were excluded from the calculation because their effect was anti-dilutive. | | | December 31, | | | | | | 2025 | | | 2024 | | | | Outstanding restricted stock units | | | 917,422 | | | | 20,224 | | | | Outstanding stock options | | | 17,697 | | | | 11,322 | | | | Outstanding warrants | | | 8,173,914 | | | | 2,728,160 | | | | Outstanding Convertible Preferred Shares | | | 1,822,080 | | | | 896,661 | | | | Total | | | 10,931,113 | | | | 3,656,367 | | | F-11 *Emerging Growth Company Status* ** The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act (the JOBS Act), and has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, under the JOBS Act, emerging growth companies are permitted to delay the adoption of certain new or revised accounting standards until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards, and, as a result, its financial statements may not be comparable to companies that comply with public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering, (ii) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion, (iii) the date on which we are deemed to be a large accelerated filer, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. *Adoption of New Accounting Pronouncement* In November 2023, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU) 2023-09, *Income Taxes* (Topic 740) *Improvements to Income Tax Disclosures*(ASU 2023-09), which requires additional tax disclosures about a reporting entitys effective tax rate reconciliation as well as information on income taxes paid. This guidance is effective on a prospective basis, with the option to apply it retrospectively, for the Companys fiscal years beginning after December 15, 2025. The early adoption of ASU 2023-09 expanded the Companys income tax disclosures in its Annual Report on Form 10-K, but had no impact on reported income tax (benefit) expense or related tax assets or liabilities. See Note 12. *Recent Accounting Pronouncements Not Yet Adopted* In November 2024, the FASB issued ASU 2024-03, *Disaggregation of Income Statement Expenses*, which requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. We are currently evaluating the impact of adopting this new accounting guidance. In July 2025, the FASB issued ASU 2025-05, *Financial Instruments - Credit Losses* (Topic 326): *Measurement of Credit Losses for Accounts Receivable and Contract Assets*, which provides a practical expedient to measure credit losses on current accounts receivable and contract assets. The practical expedient allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. For public companies, ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting this guidance on its condensed financial statements. F-12 3.Acquisition On August 1, 2025 (the SI Closing Date), the Company entered into an asset purchase agreement (the SI APA) with SiVantage, Inc., a Delaware corporation (SI), pursuant to which the Company acquired substantially all of the assets of SI, including the assignment of its intellectual property related to sacropelvic fixation and fusion procedures (the SI Products), and assumed certain of its current liabilities and contract obligations, as set forth in the SI APA (the SImmetry Acquisition). The SImmetry Acquisition closed on the SI Closing Date. On the SI Closing Date, SI received, as consideration for the SImmetry Acquisition, the purchase price consisting of: (i) $750,000 in cash; (ii) 710,300 shares of the Companys common stock, of which 473,533 are to be held by the Company for a period of one-year as security to satisfy any indemnification claims against SI in accordance with the SI APA; (iii) a royalty equal to 15% of the sales of all SI Products during the one-year period following the SI Closing Date and 10% of the sales of all SI Products during the following four-year period, subject to a cap of $5.0 million; and (iv) a deferred cash payment of up to a maximum of approximately $1.3 million in the event that the all of the currently issued and outstanding warrants of the Company are exercised (which deferred cash payment will be made pro rata based on the actual number of warrants exercised). In addition, during the three-year period following the SI Closing Date, the Company will issue SI additional shares of its common stock upon the achievement of the following milestones: | | upon the Company having $1 million in aggregate sales of the SI Products after the SI Closing Date, the Company will issue SI an additional 276,228 shares of its common stock; | | | | upon the Company achieving $10 million in aggregate sales of the SI Products after the SI Closing Date, the Company will issue SI an additional 276,228 shares of its common stock; and | | | | upon the Company achieving $20 million in aggregate sales of the SI Products after the SI Closing Date, the Company will issue SI an additional 314,900 shares of its common stock. | | On August 1, 2025, the Company also entered into an asset purchase agreement (the SIMPL APA) with SIMPL Medical, LLC, a Delaware limited liability (SIMPL), pursuant to which the Company acquired substantially all of the assets of SIMPL, including the assignment of its intellectual property related to posterior sacroiliac implant technology (the SIMPL Products), and assumed certain of its contract obligations, as set forth in the SIMPL APA (the SIMPL Acquisition). The SIMPL Acquisition closed on August 4, 2025. The aggregate purchase price for the SIMPL Acquisition payable by the Company is a royalty equal to 30% of the net revenue received by the Company from the sale of any SIMPL Products during the five-year period following the first commercial sale of any SIMPL Products; provided that in the event that the aggregate royalty payments made by the Company to SIMPL exceed $20.0 million, then from and after such time, the Company shall pay SIMPL 20% of the net revenue received by the Company from the sale of any SIMPL Products during the remainder of such five-year period. The royalty payments noted above shall be paid quarterly by the Company. The Company has the option, subject to certain limitations, to pay up to 33.3% of any quarterly royalty by the issuance of its shares of common stock, based upon the trailing 10-day VWAP at the end of any applicable quarter. SI and SIMPL are under common control and the acquisitions were conditional upon one another; therefore, the Company determined that they are considered related businesses and the acquisition of the SI and SIMPL assets was treated as a single business acquisition (the SI Acquisition) in accordance with ASC 805, *Business Combinations*. The Company further determined that the SI Acquisition does not constitute an asset acquisition under accounting pronouncements, and instead constitutes a business combination. Thus, the acquisition method was applied to the acquisition. The Company further determined that the acquisitions met the definition of a business. F-13 *Purchase Consideration* ** The total purchase consideration was $3,127 and consisted of the following: | Component | | Amount | | | | Cash paid at closing | | $ | 750 | | | | Fair value of common stock issued | | | 1,366 | | | | Fair value of contingent consideration | | | 1,011 | | | | Total consideration | | $ | 3,127 | | | ** *Identifiable Assets Acquired and Liabilities Assumed* ** | Description | | Fair Value | | | | Prepaid expenses | | $ | 19 | | | | Inventory | | | 61 | | | | Property and equipment | | | 131 | | | | Intangible assets: | | | | | | | Developed technology | | | 103 | | | | Trademarks/trade names | | | 196 | | | | Customer relationships | | | 210 | | | | Total identifiable assets | | | 720 | | | | Goodwill | | | 2,407 | | | | Total consideration | | $ | 3,127 | | | Goodwill arising from the SI Acquisition is primarily attributable to the assembled workforce, expected synergies, and expansion into new markets. *Intangible Assets Acquired* ** | Asset | | Estimated Useful Life in Years | | | Fair Value | | | | Developed technology | | | 7-8 | | | $ | 103 | | | | Trademarks/trade names | | | 10 | | | | 196 | | | | Customer relationships | | | 8 | | | | 210 | | | | Total | | | | | | $ | 509 | | | ** *Contingent Consideration* ** Contingent consideration relates to the royalty to be paid to SI for sales of SI Products, the royalty to be paid to SIMPL for sales of SIMPL products, and amount related to future warrant exercises, and was calculated using the present value of expected payments based on current revenue and other estimates using a discount rate of 14.6%. The fair value of the contingent consideration was determined using level 3 fair value inputs. A reconciliation of the contingent consideration from the date of acquisition through December 31, 2025 is as follows: | Balance at August 1, 2025 | | $ | 1,011 | | | | Amounts earned | | | (87 | ) | | | Accretion | | | 69 | | | | Balance at December 31, 2025 | | $ | 993 | | | ** *Acquisition-Related Costs* ** The Company incurred approximately $779 of acquisition-related costs, including legal, accounting, and valuation fees. These costs are included in general and administrative expenses in the statement of operations and comprehensive loss. ** *Pro Forma Financial Information* The following unaudited pro forma information presents the combined results of operations as if the acquisition had occurred on January 1, 2024. The pro forma results include adjustments for amortization of acquired intangible assets. These pro forma results are presented for informational purposes only and do not purport to represent the actual results that would have occurred if the acquisition had been completed on the date indicated, nor are they necessarily indicative of future operating results. | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Revenue | | $ | 4,817 | | | $ | 4,316 | | | | Net loss | | $ | (13,785 | ) | | $ | (15,328 | ) | | | Basic and diluted net loss per share of common stock | | $ | (1.77 | ) | | $ | (7.97 | ) | | F-14 4. Inventory Inventory consisted of the following: | | | December 31, 2025 | | | December 31, 2024 | | | | Raw materials | | $ | 21 | | | $ | 21 | | | | Finished goods | | | 1,033 | | | | 585 | | | | Inventory | | $ | 1,054 | | | $ | 606 | | | 5. Property and Equipment, net Property and equipment, net, consisted of the following: | | | December 31, 2025 | | | December 31, 2024 | | | | Instrument tray sets | | $ | 829 | | | $ | 785 | | | | Construction in progress | | | 836 | | | | 541 | | | | Lab equipment | | | 79 | | | | 14 | | | | IT equipment | | | 56 | | | | 56 | | | | Leasehold improvements | | | 15 | | | | 15 | | | | Office furniture | | | 9 | | | | 9 | | | | Property and equipment, gross | | | 1,824 | | | | 1,420 | | | | Less: accumulated depreciation | | | (906 | ) | | | (668 | ) | | | Property and equipment, net | | $ | 918 | | | $ | 752 | | | Construction in progress is made up of reusable components that are intended to be assembled into Catamaran Tray Sets. Depreciation expense was approximately $238 and $395 for the years ended December 31, 2025 and 2024, respectively. 6. Intangible Assets, net Intangible assets, net relate to developed technology, trademarks/trade names and customer relationships acquired in the SI Acquisition (see Note 3). Intangible assets were valued based on their estimated fair value on the date of acquisition and are being amortized on a straight-line basis over estimated useful lives of 7-8 years for developed technology, 10 years for trademarks/trade names and 8 years for customer relationships. Intangible assets as of December 31, 2025 consist of the following: | | | Gross Value | | | Accumulated Amortization | | | Net Value | | | | Developed technology | | $ | 103 | | | $ | (5 | ) | | $ | 98 | | | | Trademarks/trade names | | | 196 | | | | (8 | ) | | | 188 | | | | Customer relationships | | | 210 | | | | (11 | ) | | | 199 | | | | Total | | $ | 509 | | | $ | (24 | ) | | $ | 485 | | | Amortization expense for years ended December 31, 2025 and 2024 was $24 and $0, respectively. As of December 31, 2025, future amortization of amortizable intangible assets is as follows: | 2026 | | $ | 59 | | | | 2027 | | | 59 | | | | 2028 | | | 59 | | | | 2029 | | | 59 | | | | Thereafter | | | 249 | | | | | | $ | 485 | | | F-15 7. Accrued Expenses Accrued expenses consisted of the following: | | | December 31, 2025 | | | December 31, 2024 | | | | Accrued compensation | | $ | 710 | | | $ | 416 | | | | Accrued professional services fees | | | 484 | | | | 271 | | | | Other accrued expenses | | | 443 | | | | 223 | | | | Total accrued expenses | | $ | 1,637 | | | $ | 910 | | | 8. Leases In June 2021, the Company entered into a facility lease agreement for its company headquarters in Los Gatos, California. This non-cancellable operating lease expires in June 2026. Operating lease costs for the facility lease were $292 and $292 for the years ended December 31, 2025 and 2024, respectively. Supplemental balance sheet information related to leases was as follows: | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Operating lease right-of-use asset | | $ | 131 | | | $ | 399 | | | | | | | | | | | | | | | Operating lease liability, current | | $ | (141 | ) | | $ | (287 | ) | | | Operating lease liability, noncurrent | | | | | | | (141 | ) | | | Total operating lease liabilities | | $ | (141 | ) | | $ | (428 | ) | | Future maturities of operating lease liabilities as of December 31, 2025 were as follows: | 2026 | | $ | 144 | | | | Total lease payments | | | 144 | | | | Less: imputed interest | | | (3 | ) | | | Present value of operating lease liabilities | | $ | 141 | | | Other information: | Cash paid for operating leases for the year ended December 31, 2025 | | $ | 310 | | | | Cash paid for operating leases for the year ended December 31, 2024 | | $ | 301 | | | | Remaining lease term - operating leases (in years) | | | 0.50 | | | | Average discount rate - operating leases | | | 8.0 | % | | 9. Stockholders Equity The Companys current Amended and Restated Certificate of Incorporation dated February 18, 2014 authorizes the issuance of 130,000,000 shares of common stock and 20,000,000 shares of preferred stock, both with a par value of $0.001 per share. With respect to the preferred stock, 4,500,000 shares are designated Series A Preferred Stock and 491,222 shares are designated Series B Preferred Stock. *At-the-Market Offering Program* On May 4, 2023, the Company entered into an Equity Distribution Agreement to establish an at-the-market offering program, under which the Company may sell from time to time, at its option, shares of its common stock having an aggregate gross sales price of $5.5 million. The Company is required to pay the Sales Agents a commission of 3% of the gross proceeds from the sale of shares and has also agreed to provide the Sales Agents with customary indemnification rights. During the year ended December 31, 2023, 29,013 shares of the Companys common stock were sold under the program at a weighted-average price of $18.16 per share with aggregate net proceeds of $495. During the year ended December 31, 2024, 129,199 shares of the Companys common stock were sold under the program at a weighted-average price of $14.63 per share with aggregate proceeds, net of issuance costs, of $1,709. There were no sales of common stock under the program during the year ended December 31, 2025. Per the terms of the Equity Distribution Agreement, no shares are available to be issued under the program as of December 31, 2025. F-16 *Equity Line of Credit* ** On July 24, 2023, the Company entered into a purchase agreement (Purchase Agreement) with Lincoln Park Capital Fund, LLC (Lincoln Park), under which, subject to specified terms and conditions, the Company may sell to Lincoln Park up to $10 million of shares of common stock from time to time during the term of the Purchase Agreement. On September 22, 2023 (the Commencement Date) and on May 10, 2024, the Company filed registration statements with the SEC covering the resale of shares of common stock issued to Lincoln Park under the Purchase Agreement. Beginning on the Commencement Date and for a period of 24 months thereafter, under the terms and subject to the conditions of the Purchase Agreement, from time to time, at the Companys discretion, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $10 million of shares of common stock, subject to certain limitations set forth in the Purchase Agreement. Specifically, from time to time from and after the Commencement Date, the Company may, at its discretion, direct Lincoln Park to purchase on any single business day on which the closing price of its common stock on The Nasdaq Capital Market (Nasdaq) is equal to or greater than $1.50 up to 10,000 shares of common stock (a Regular Purchase); provided, that the Company may direct Lincoln Park to purchase in a Regular Purchase (i) up to 12,500 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $15.00 per share and (ii) up to 15,000 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $25.00 per share. In no case, however, will Lincoln Parks commitment with respect to any single Regular Purchase exceed $500,000; provided, that the parties may mutually agree at any time to increase the maximum number of shares of common stock the Company may direct Lincoln Park to purchase in any single Regular Purchase to up to 100,000 shares or any number of shares that shall not exceed 4.99% of the then outstanding shares of common stock. The foregoing share amounts and per share prices will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement with respect to the Companys common stock. The purchase price per share for each such Regular Purchase will be based on prevailing market prices of the Companys common stock immediately preceding the time of sale, as determined under the Purchase Agreement. During the year ended December 31, 2024, 48,849 shares of the Companys common stock were sold under the program at a weighted-average price of $5.56 per share with aggregate net proceeds of $260. There were no sales of common stock under the program during the year ended December 31, 2025. The Purchase Agreement terminated in September 2025. *Series A Preferred Stock* On February 20, 2024, the Company entered into a Securities Purchase Agreement with certain investors, pursuant to which the Company agreed to sell, issue and deliver to these investors, in a private placement offering, a total of 172,239 shares of the Companys Series A Preferred Stock and warrants (the Series A Warrants) to purchase 258,374 shares of common stock at an exercise price equal to $1.2705 per share for net proceeds of $2,437 after deducting offering costs. Additionally, on February 20, 2024, the Investors agreed to a complete prepayment of the Companys obligations under its convertible notes issued in November 2023 (the Convertible Notes), including accrued interest, in exchange for 84,729 shares of Series A Preferred Stock and warrants to purchase 157,094 shares of common stock at $1.2705 per share and the Convertible Notes were cancelled. The Series A Warrants are immediately exercisable and expire five years from the date of issuance. The Series A Preferred Stock is convertible, at any time, at the option of the holder into shares of common stock. Each share of Series A Preferred Stock shall be convertible, at any time after the date of issuance, at the option of the holder thereof (or, upon a Required Conversion (as defined below), at the option of the Corporation), into that number of shares of common stock determined by dividing the Stated Value (as defined below) for such share of Series A Preferred Stock by the Conversion Price (as defined below). Stated Value means for any share of Series A Preferred Stock, an amount equal to the product of (x) $15.125 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the number of days that such share of Series A Preferred Stock has been issued divided by 365. Conversion Price means (i) for the shares of Series A Preferred Stock issued on the Closing Date, $1.5125 and (ii) for each share of Series A Preferred Stock issued thereafter, an amount equal to the greater of (x) $1.5125 and the average of the VWAPs for the 10 Trading Days prior the issuance date of such share of Series A Preferred Stock, in each case subject to adjustment as set forth herein. On any date that ten out of the last 15 daily VWAPs of the Companys common stock is 250% higher than the Conversion Price on such date, then the Company will have the right to require 50% of the Preferred Stock to be converted into shares of common stock. Additionally, on and after the time on which the Company has $2.25 million in revenues in any single financial quarter, the Company will have the right to require 50% of the Preferred Stock to be converted into shares of common stock (a Required Conversion). No dividends are payable on the Series A Preferred Stock. The Series A Preferred Stock will vote together with the common stock on all matters other than as required by law; provided however that any additional shares underlying the Series A Preferred Stock as a result of the anti-dilution provision described below shall not vote on an as converted basis and shall only vote when issued upon conversion. Notwithstanding the foregoing, the vote of an individual holder of Series A Preferred Stock (and underlying common stock) shall be capped at 9.99% (or 4.99% if selected by the holder). F-17 The Conversion Price is subject to anti-dilution adjustment as the result of any subdivision, combination of shares or recapitalization, stock dividends, stock splits and similar transactions affecting the Companys common stock. In addition, the Series A Preferred Stock will have weighted average anti-dilution protection providing for adjustment of the Conversion Price in the event of issuance of, or commitments to issue, common stock for less than the Conversion Price then in effect immediately prior to such issue or sale (a Dilutive Issuance), subject to customary exceptions; provided however the anti-dilution for Dilutive Issuances shall not be operative until the stockholders of the Company have approved the terms of the Series A Preferred Stock, which approval was granted at the annual shareholder meeting on July 23, 2024. Upon any liquidation or winding up of the Company (a Liquidation), the holders of Series A Preferred Stock will be entitled to receive in preference to any other class or series of the Companys equity securities the greater of (i) the Stated Value plus accrued and unpaid dividends and (ii) what would be paid if the Series A Preferred Stock plus accrued and unpaid dividends had been converted into common stock. A consolidation or merger of the Company or sale or transfer of all or substantially all of its assets, or any transaction which results in the stockholders of the Company owning less than 50% of the equity or voting power of the surviving entity (excluding the issuance of common stock in any financing transaction unless more than 50% of the Companys shares are issued to one stockholder or a number of stockholders who act as a one group) shall be deemed a Liquidation (a Deemed Liquidation) with respect to the shares of Series A Preferred Stock of any holder who opts to have such occurrence treated as a Deemed Liquidation; provided that if the liquidation preference payable on a Deemed Liquidation is less than 110% of the stated value of the Series A Preferred Stock, the dividend rate on any accrued and unpaid dividends payable with respect to such Deemed Liquidation will increase to 10%. All liquidation preferences payable in respect of a Deemed Liquidation will be payable in shares of common stock based on the closing price of the common stock on the date of such Deemed Liquidation. Consent of the majority of the holders will be required to (i) amend the Certificate of Incorporation or Bylaws of the Company so as to adversely alter the rights, preferences, privileges of the Series A Preferred Stock, (ii) create any new class of shares pari passu or senior to the Series A Preferred Stock or increase or decrease the number of authorized shares of common stock or preferred stock, (iii) pay or declare any dividend on common stock or other junior securities, or incur indebtedness in any single transaction in excess of $1 million or (iv) redeem, purchase or otherwise acquire any share or shares of preferred stock or common stock (other than (a) the repurchase of shares of common stock pursuant to a written benefit plan or employment or consulting agreement, or (b) the repurchase of any equity securities in connection with the Companys right of first offer with respect to those securities contained in any written agreement with the Company). *Series B Preferred Stock* On September 5, 2024, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with certain investors, pursuant to which the Company agreed to sell, issue and deliver to the Investors, in a private placement offering, a total of 86,454 shares of the Companys Series B Preferred Stock (the Series B Preferred Stock) and warrants (the Series B Warrants) to purchase 16,214 shares of common stock at an exercise price equal to $4.2756 per share for net proceeds of $489,000 after deducting offering costs. The Series B Warrants are immediately exercisable and expire five years from the date of issuance. The Series B Preferred Stock is convertible, at any time, at the option of the holder into shares of common stock. Each share of Series B Preferred Stock shall be convertible, at any time after the date of issuance, at the option of the holder thereof (or, upon a Required Conversion (as defined below), at the option of the Corporation), into that number of shares of common stock determined by dividing the Stated Value (as defined below) for such share of Series B Preferred Stock by the Conversion Price (as defined below). Stated Value means for any share of Series B Preferred Stock, an amount equal to the product of (x) $6.3625 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the number of days that such share of Series B Preferred Stock has been issued divided by 365. Conversion Price means $5.09 per share, subject to adjustment as set forth herein. On any date that ten out the last 15 daily VWAPs of the Companys common stock is 250% higher than the Conversion Price on such date, then the Company will have the right to require 50% of the Preferred Stock to be converted into shares of common stock. Additionally, on and after the time on which the Company has $2.25 million in revenues in any single financial quarter, the Company will have the right to require 50% of the Preferred Stock to be converted into shares of common stock (a Required Conversion). No dividends are payable on the Series B Preferred Stock. The Series B Preferred Stock will vote together with the common stock on all matters other than as required by law; provided however that any additional shares underlying the Series B Preferred Stock as a result of the anti-dilution provision described below shall not vote on an as converted basis and shall only vote when issued upon conversion. Notwithstanding the foregoing, the vote of an individual holder of Series B Preferred Stock (and underlying common stock) shall be capped at 9.99% (or 4.99% if selected by the holder). F-18 The Conversion Price is subject to anti-dilution adjustment as the result of any subdivision, combination of shares or recapitalization, stock dividends, stock splits and similar transactions affecting the common stock. In addition, the Series B Preferred Stock will have weighted average anti-dilution protection providing for adjustment of the Conversion Price in the event of issuance of, or commitments to issue, common stock for less than the Conversion Price then in effect immediately prior to such issue or sale (a Dilutive Issuance), subject to customary exceptions; provided however the anti-dilution for Dilutive Issuances shall not be operative until the stockholders of the Company have approved the terms of the Series B Preferred Stock. Upon any liquidation or winding up of the Company (a Liquidation), the holders of Series B Preferred Stock will be entitled to receive in preference to any other class or series of the Companys equity securities the greater of (i) the Stated Value plus accrued and unpaid dividends and (ii) what would be paid if the Series B Preferred Stock plus accrued and unpaid dividends had been converted into common stock. A consolidation or merger of the Company or sale or transfer of all or substantially all of its assets, or any transaction which results in the stockholders of the Company owning less than 50% of the equity or voting power of the surviving entity (excluding the issuance of common stock in any financing transaction unless more than 50% of the Companys shares are issued to one stockholder or a number of stockholders who act as a one group) shall be deemed a Liquidation (a Deemed Liquidation) with respect to the shares of Series B Preferred Stock of any holder who opts to have such occurrence treated as a Deemed Liquidation; provided that if the liquidation preference payable on a Deemed Liquidation is less than 110% of the stated value of the Series B Preferred Stock, the dividend rate on any accrued and unpaid dividends payable with respect to such Deemed Liquidation will increase to 10%. All liquidation preferences payable in respect of a Deemed Liquidation will be payable in shares of common stock based on the closing price of the Companys common stock on the date of such Deemed Liquidation. Consent of the majority of the holders will be required to (i) amend the Certificate of Incorporation or Bylaws of the Company so as to adversely alter the rights, preferences, privileges of the Series B Preferred Stock, (ii) create any new class of shares pari passu or senior to the Series B Preferred Stock or increase or decrease the number of authorized shares of common stock or preferred stock, (iii) pay or declare any dividend on common stock or other junior securities, or incur indebtedness in any single transaction in excess of $1 million or (iv) redeem, purchase or otherwise acquire any share or shares of preferred stock or common stock (other than (a) the repurchase of shares of common stock pursuant to a written benefit plan or employment or consulting agreement, or (b) the repurchase of any equity securities in connection with the Companys right of first offer with respect to those securities contained in any written agreement with the Company) *2024 Public Offering* On September 12, 2024, the Company entered into a placement agency agreement (the Placement Agency Agreement) with A.G.P./Alliance Global Partners (the Placement Agent), and a securities purchase agreement (the Purchase Agreement) with a single health-care focused institutional investor pursuant to which the Company agreed to issue and sell, in a reasonable best efforts public offering, (i) 55,000 shares of the Companys common stock, (ii) pre-funded warrants to purchase up to 1,167,850 shares of common stock (the Pre-Funded Warrants) and (iii) warrants to purchase up to 1,222,850 shares of common stock at an exercise price of $3.55 per share (the Common Warrants) at a combined offering price of $3.68 per share and accompanying Common Warrant, and $3.68, less $0.0001 per Pre-Funded Warrant and accompanying Common Warrant for net proceeds of $3,846 after deducting offering costs. The Common Warrants were exercisable upon issuance and will expire five years from the date of issuance. *2024 Warrant Inducement* On September 16, 2024, the Company entered into an inducement letter with Armistice Capital, LLC (Armistice) who held all of the Common Warrants. Pursuant to the inducement letter, Armistice agreed to exercise the Common Warrants for cash at the exercise price of $3.55 per share in consideration for the Companys agreement to issue, for an additional payment of $0.125 per New Warrant, (i) the Series A New Warrants to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $4.28 per share, which are exercisable for five years after issuance and (ii) the Series B New Warrants to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $4.28 per share, which are exercisable for three years after issuance (the 2024 Warrant Inducement). The Company received net proceeds of approximately $4,306 from the 2024 Warrant Inducement, after deducting financial advisor fees and other transaction expenses. The 2024 Warrant Inducement was accounted for as a modification of the Common Warrants. *2025 Warrant Inducement* On March 11, 2025, the Company entered into a warrant exercise inducement offer letter agreement (the Inducement Letter) with the holder of the Series A New Warrants and Series B New Warrants (the Existing Warrants), pursuant to which, the holder agreed to exercise the Existing Warrants at a reduced exercise price of $1.25 per share in consideration for the Companys agreement to issue (i) new unregistered five-year warrants (the Series C-1 Warrants) to purchase up to an aggregate of 2,445,700 shares of common stock at an exercise price of $1.25 per share and (ii) new unregistered three-year warrants (the Series C-2 Warrants, and together with the Series C-1 Warrants, the New Warrants) to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $1.25 per share (the 2025 Warrant Inducement). The New Warrants were not exercisable without approval by the Companys stockholders (the Approval Date), which was obtained on September 18, 2025. The Series C-1 Warrants are exercisable five years from the Approval Date, and the Series C-2 Warrants are exercisable three years from the Approval Date. Pursuant to the 2025 Warrant Inducement, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $2,735. The incremental value of the consideration to the holders of the Existing Warrants was $5,113. The Company filed a registration statement on Form S-1 on April 4, 2025 providing for the resale of the shares of common stock issuable upon the exercise of the New Warrants. The Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or common stock equivalents or file any registration statement or any amendment or supplement to any existing registration statement, subject to certain exceptions, for a period of 60 calendar days after the effectiveness of the Resale Registration Statement. Furthermore, the Company is also prohibited from entering into any agreement to issue common stock or common stock equivalents involving a variable rate transaction (as defined in the Inducement Letter), subject to certain exceptions, for a six-month period commencing on March 12, 2025. F-19 ** *2025 Securities Purchase Agreements* On March 25, 2025, the Company entered into a securities purchase agreement for the issuance of 733,500 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering at a purchase price of $2.00 per share. In a concurrent private placement, the Company also agreed to issue to the same investor warrants to purchase up to 733,500 shares of its common stock at an exercise price of $2.00 per share, which will be exercisable immediately, and will expire five years following the date of issuance. Pursuant to the agreements, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $1,234. Also on March 25, 2025, the Company entered into a securities purchase agreement for the issuance of 1,271,500 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering at a purchase price of $2.00 per share. In a concurrent private placement, the Company also agreed to issue to the same investor warrants to purchase up to 1,271,500 shares of its common stock at an exercise price of $2.00 per share, which will be exercisable immediately, and will expire five years following the date of issuance. Pursuant to the agreements, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $2,290. ** *PIPE* ** On November 10, 2025, the Company entered into securities purchase agreements with certain accredited investors in an at-the-market private investment in public equity (the PIPE) pursuant to which the Company agreed to issue and sell an aggregate of 2,217,904 shares of common stock, par value $0.001 per share and/or pre-funded common stock purchase warrants, and common stock purchase warrants, each exercisable for one share of common stock of the Company, at a combined offering price of $1.285 per share and warrant to purchase one share of common stock. The warrants have an exercise price of $1.16 per share and expire three years from the date of issuance. Pursuant to the purchase agreements, the Company received proceeds, net of transaction expenses, of $2,730. *Voting rights* ** The holders of vested shares of common stock are entitled to vote on any matter submitted to a vote of the stockholders and each such holder is entitled to one vote per share of common stock held. The holders of Series A and Series B Preferred Stock are entitled to vote together with the common stock as a single class on any matter submitted to a vote of the stockholders. Holders of Series A and Series B Preferred Stock are entitled to the number of votes equal to the number of common stock issuable upon conversion of their respective Series A and Series B Preferred Stock at the time such shares are voted. The holders of a majority of the preferred stock had additional voting rights as specified in the Companys Amended and Restated Certificate of Incorporation, as amended. *Equity awards* In 2012, the Board of Directors of the Company (the Board) approved the Tenon Medical, Inc. 2012 Equity Incentive Plan (the 2012 Plan). The 2012 Plan provides for the issuance of common stock options, appreciation rights, and other awards to employees, directors, and consultants. Options issued under the 2012 Plan generally vest over a period of two to four years and have a 10-year expiration date. In April 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 662,516. In July 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 737,516. In August 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan from 737,516 shares to 799,266 shares and approved the form of a 2022 Equity Incentive Plan. On January 10, 2022 and February 2, 2022, the Board and stockholders, respectively, of the Company approved the Tenon Medical, Inc. 2022 Equity Incentive Plan (the 2022 Plan), which was effective on April 25, 2022. The number of shares of common stock that may be subject to awards and sold under the 2022 Plan is equal to 1,600,000. Automatic annual increases in number of shares available for issuance under the 2022 Plan is equal to the least of (a) 2,200,000 shares, (b) 4% of the total number of shares of all classes of common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such number determined by the 2022 Plan administrator no later than the last day of the immediately preceding fiscal year. Annual increases will continue until the tenth anniversary of the earlier of the Board or stockholder approval of the 2022 Plan, which is January 10, 2032. Upon the effective date of the 2022 Plan, the Board terminated the 2012 Plan such that no new equity awards will be issued by the 2012 Plan. *Option Exchange* ** On April 8, 2024, the Company issued an offer to holders of outstanding stock options to purchase an aggregate of 11,387 shares of the Companys common stock to exchange their options for a lesser number of new restricted stock units (RSUs) to be granted under the 2022 Plan upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units (the Offer to Exchange). The Offer to Exchange expired on May 6, 2024. A total of 27 eligible participants participated in the exchange. The Company accepted for exchange options to purchase an aggregate of 10,436 shares of common stock of the Company. All surrendered options were cancelled effective as of the expiration of the Option Exchange, and immediately thereafter, in exchange therefor, the Company granted a total of 5,226 new RSUs under the 2022 Plan. The incremental fair value of the new RSUs that were vested at the issuance date was $32 and was immediately expensed. F-20 Compensation expense for the years ended December 31, 2025 and 2024 includes the portion of awards vested in the periods for all equity-based awards granted, based on the grant date fair value as estimated using a Black-Scholes option valuation model. Grant date fair value for restricted stock units is estimated using the fair value of the Companys common stock on the date of grant. Grant date fair value for stock options is estimated using a Black-Scholes option valuation model using the weighted-average assumptions in the table below: | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | Expected volatility | | | 66.16 | % | | | 68.37 | % | | | Dividend yield | | | 0 | % | | | 0 | % | | | Risk-free interest rate | | | 4.08 | % | | | 4.41 | % | | | Expected term in years | | | 5.85 | | | | 5.61 | | | Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company in accordance with authoritative guidance. A summary of the Companys share option and restricted stock unit activity under its plans is as follows: | | | Options | | | RSUs | | | | | | Number ofOptions | | | Weighted- Average Exercise PriceperShare | | | Weighted- Average Remaining Contractual Term (InYears) | | | Number of RSUs | | | Weighted Average Grant Date Fair Value per Share | | | | Balance as of December 31, 2023 | | | 12,777 | | | $ | 340.44 | | | | 7.41 | | | | 9,637 | | | $ | 555.85 | | | | Granted | | | 10,621 | | | $ | 5.59 | | | | | | | | 21,309 | | | $ | 6.67 | | | | Released | | | | | | | | | | | | | | | (10,072 | ) | | $ | 344.54 | | | | Canceled | | | (12,076 | ) | | $ | 346.20 | | | | | | | | (650 | ) | | $ | 22.64 | | | | Balance as of December 31, 2024 | | | 11,322 | | | $ | 20.79 | | | | 9.32 | | | | 20,244 | | | $ | 99.58 | | | | Granted | | | 9,000 | | | $ | 1.22 | | | | | | | | 943,791 | | | $ | 1.05 | | | | Released | | | | | | | | | | | | | | | (45,527 | ) | | $ | 38.55 | | | | Canceled | | | (2,625 | ) | | $ | 5.36 | | | | | | | | (1,066 | ) | | $ | 128.81 | | | | Balance as of December 31, 2025 | | | 17,697 | | | $ | 13.12 | | | | 8.78 | | | | 917,422 | | | $ | 1.26 | | | | Exercisable at December 31, 2025 | | | 7,377 | | | $ | 27.20 | | | | 8.43 | | | | | | | | | | | The weighted-average grant-date fair value of options granted during the years ended December 31, 2025 and 2024 was $0.73 and $3.95, respectively. The aggregate intrinsic value of outstanding options at December 31, 2025 was $0. The aggregate intrinsic value is equal to the difference between the exercise price of the underlying option and the fair value of the Companys common stock for in-the-money options. As of December 31, 2025, total compensation cost not yet recognized related to unvested options was $10, which is expected to be recognized over a weighted-average period of 1.42 years, and total compensation costs not yet recognized related to unvested RSUs was $817, which is expected to be recognized over a weighted-average period of 0.65 years. The following table sets forth stock-based compensation expense recognized for the years ended December 31, 2025 and 2024: | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | Research and development | | $ | 679 | | | $ | 1,431 | | | | Sales and marketing | | | 124 | | | | 137 | | | | General, and administrative | | | 888 | | | | 2,277 | | | | Total stock-based compensation expense | | $ | 1,691 | | | $ | 3,845 | | | At December 31, 2025, there were 348,115 shares available for issuance under the 2022 Plan. F-21 *Warrants* *IPO Warrants* ** In April 2022, in association with the Companys initial public offering, the Company granted to The Benchmark Company, LLC and Valuable Capital Limited warrants to purchase a total of 1,200 shares of common stock. The warrants were immediately exercisable at an exercise price of $400.00 per share and expire on the fifth anniversary of the commencement of sales under the IPO. The fair value of the warrants on the grant date was $220.00 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 62.55%, dividend yield of 0%, and risk-free interest rate of 2.92%. The Company recorded the fair value of these warrants of $264 as an issuance cost to additional paid-in capital in 2022. All of the IPO warrants remain outstanding as of December 31, 2025. *Registered Offering Warrants* ** In June 2023, in connection with a registered offering of stock, the Company issued warrants to purchase a total of 250,000 shares of common stock (the Offering Warrants). The Offering Warrants were exercisable upon issuance and will expire five years from the date of issuance. Per the terms of the Offering Warrants, the exercise price of the Offering Warrants reset on July 16, 2023, to $25.168 per share. The fair value of the Offering Warrants on the grant date of $3,164, or $12.64 per warrant, was calculated using a Monte-Carlo simulation to estimate the final exercise price, which is considered a Level 3 fair value measurement, using as inputs; the starting value of $24.00 per share, the Companys VWAP on June 16; an assumed daily distribution of returns; a mean daily return of 5.18%; a short-term annual volatility of 100% and a standard deviation of 6.3%. The model used Black-Scholes to then calculate the estimated fair value of the Offering Warrants, using an estimated time to maturity of 4.9 years, a risk-free interest rate of 3.99% and a long-term volatility of 60%. All of the Registered Offering warrants remain outstanding as of December 31, 2025. *Convertible Note Warrants* ** In November 2023, in connection with the issuance of the Convertible Notes, the Company issued warrants to purchase a total of 5,625 shares of common stock at an exercise price equal to $15.52 per share. The warrants expire five years from the issuance date. The fair value of the warrants on the grant date was $10.32 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.89%, dividend yield of 0%, and risk-free interest rate of 4.41%. The Company recorded the fair value of these warrants of approximately $58 as an issuance cost to additional paid-in capital in 2023. All of the Convertible Note Warrants remain outstanding as of December 31, 2025. *Series A Preferred Stock Warrants* ** On February 20, 2024, in connection with the issuance of Series A Preferred Stock, the Company issued the Series A Warrants to purchase a total of 51,937 shares of common stock at an exercise price equal to $4.28 per share. The Series A Warrants are immediately exercisable and expire five years from the date of issuance. The fair value of the Series A Warrants on the grant date was $4.88 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.24%, dividend yield of 0%, and risk-free interest rate of 4.3%. The Company recorded the fair value of these warrants of $254 to additional paid-in capital in 2024. All of the Series A Preferred Stock warrants remain outstanding as of December 31, 2025. *Series B Preferred Stock Warrants* ** On September 5, 2024, in connection with the issuance of Series B Preferred Stock, the Company issued the Series B Warrants to purchase a total of 16,214 shares of common stock at an exercise price equal to $4.28 per share. The Series B Warrants are immediately exercisable and expire five years from the date of issuance. The fair value of the Series B Warrants on the grant date was $2.25 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 3.5%. The Company recorded the fair value of these warrants of $37 to additional paid-in capital in 2024. All of the Series B Preferred Stock warrants remain outstanding as of December 31, 2025. *Inducement Warrants* ** On September 16, 2024, in connection with the 2024 Warrant Inducement, the Company issued Series A New Warrants to purchase a total of 1,222,850 shares of common stock at an exercise price of $4.28 per share, which are exercisable for five years after issuance and Series B New Warrants to purchase a total of 1,222,850 shares of common stock at an exercise price of $4.28 per share, which are exercisable for three years after issuance. The fair value of the Series A New Warrants on the grant date was $5.49 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 3.4%.The fair value of the Series B New Warrants on the grant date was $4.87 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 3.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 3.4%. The Company recorded the fair value of these warrants to additional paid-in capital in 2024. All of the Series A New Warrants and the Series B New Warrants were exercised as part of the 2025 Warrant Inducement. F-22 *Series C Warrants* ** On March 11, 2025, in connection with 2025 Warrant Inducement, the Company issued new unregistered five-year warrants (the Series C-1 Warrants) to purchase up to an aggregate of 2,445,700 shares of common stock at an exercise price of $1.25 per share and new unregistered three-year warrants (the Series C-2 Warrants, and together with the Series C-1 Warrants, the Series C Warrants) to purchase up to an aggregate of 1,222,850 shares of common stock at an exercise price of $1.25 per share. The Series C Warrants were exercisable upon approval by the Companys stockholders, which was obtained on September 18, 2025 (the Approval Date). The Series C-1 Warrants are exercisable five years from the Approval Date, and the Series C-2 Warrants are exercisable three years from the Approval Date. Pursuant to the 2025 Warrant Inducement, the Company received proceeds, net of financial advisor fees and other transaction expenses, of $2,735. The fair value of the Series C-1 Warrants on the grant date was $0.97 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 4.0%. The fair value of the Series C-2 Warrants on the grant date was $0.80 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 3.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 4.0%. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. The Company recorded the excess of the incremental value of the modified Series A New Warrants and Series B New Warrants and the fair value of the Series C Warrants over the cash proceeds from the exercise of the modified Series A New Warrants and Series B New Warrants as equity offering costs. All of the Series C Warrants remain outstanding as of December 31, 2025. *Series D Warrants* ** On March 25, 2025, in connection with a securities purchase agreement, the Company issued warrants to purchase up to 733,500 shares of its common stock at an exercise price of $2.00 per share (the Series D Warrants), which were exercisable upon issuance, and will expire five years following the date of issuance. The fair value of the Series D Warrants on the grant date was $2.72 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 4.1%. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. All of the Series D Warrants remain outstanding as of December 31, 2025. *Series E Warrants* ** Also on March 25, 2025, in connection with a securities purchase agreement, the Company issued warrants to purchase up to 1,271,500 shares of its common stock at an exercise price of $2.00 per share (the Series E Warrants), which were exercisable upon issuance, and will expire five years following the date of issuance. The fair value of the Series E Warrants on the grant date was $2.72 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.40%, dividend yield of 0%, and risk-free interest rate of 4.1%. The Company recorded the fair value of these warrants to additional paid-in capital in the first quarter of 2025. All of the Series E Warrants remain outstanding as of December 31, 2025. *PIPE Warrants* ** On November 11, 2025, in connection with the PIPE, the Company issued warrants to purchase 2,217,904 shares of its common stock at an exercise price of $1.16 per share, with an expiration date of 3 years from the date of issuance (the PIPE Warrants). The fair value of the PIPE Warrants on the grant date was $0.44 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 3.00 years, expected volatility of 48.80%, dividend yield of 0%, and risk-free interest rate of 3.6%. The Company recorded the fair value of these warrants to additional paid-in capital. All of the PIPE Warrants remain outstanding as of December 31, 2025. 10. Commitments and Contingencies *Sales Representative Agreement* In April 2020, the Company entered into an Exclusive Sales Representative Agreement, under which the counterparty to the agreement (the Representative) received exclusive rights to market, promote, and distribute The Catamaran System in the United States and Puerto Rico. The agreement is for an initial period of five years, and automatically renews for an additional five years unless written notice is given by either party prior to April 27, 2023. The agreement provides for a bonus to be paid to the Representative upon an acquisition or IPO. In May 2021, the Company entered into an Amended and Restated Exclusive Sales Representative Agreement (the Restated Sales Agreement). In connection with the amended agreement, the Company paid $500 cash and issued 53,757 shares of common stock to the Representative, for which the Company recorded a combined total of $880 as sales and marketing expense. In addition, the Representative received anti-dilution protections to maintain ownership of 3.0% of the fully diluted equity of the Company through the date of an initial public offering. In October 2021, the Company issued 4,445 shares of common stock with a fair value of approximately $333 to the Representative in accordance with the anti-dilution provision. In April 2022, the Company issued 31,235 shares of common stock to the Representative in accordance with the anti-dilution provision, fully satisfying the Companys obligations. F-23 The Restated Sales Agreement restructured the calculation of the bonus paid to the Representative upon an acquisition, removed the bonus payable upon an IPO, and allows the Company to terminate the Restated Sales Agreement as long as the bonus paid to the Representative is at least $6,000. On October 6, 2022, the Company entered into the Terminating Amended and Restated Exclusive Sales Representative Agreement (the Termination Agreement) with the Representative, which terminated the Restated Sales Agreement. In accordance with the Termination Agreement, (i) the Company paid the Representative $1,000 in cash; and (ii) the Company agreed to pay the Representative (a) $85 per month during the six months after the date of the Termination Agreement in return for efforts by the Representative to transition operations to the Company, (b) 20% of net sales of the product sold in the United States and Puerto Rico until December 31, 2023 and (c) after December 31, 2023, 10% of net sales until such time as the aggregate amount paid to the Representative under this clause (c) and clause (b) above equal $3,600. In the event of an acquisition of the Company, the Company will pay the Representative $3,600 less previous amounts paid pursuant to clause (b) and clause (c) above. The Company recorded a charge of $1,000 for the payment to the Representative in the fourth quarter of 2022 and expensed the $85 per month charges as incurred over the six-month period. For payments under clause (b) and clause (c) above, the Company estimated the fair value of the liability using level 3 hierarchy inputs based on a Monte Carlo simulation of future revenues with a 25% quarterly estimated standard deviation of growth rates and a 10% probability of dissolution, discounted at an estimated discount rate of 15.4%. Based on the Companys fair value analysis, a total of $2,611 was charged to sales and marketing expense in the 2022 statements of operations and comprehensive loss and recorded as accrued commissions in the balance sheets. A reconciliation of the liability under clause (b) and clause (c) for the year ended December 31, 2025 is as follows: | Balance at January 1, 2025 | | $ | 2,101 | | | | Amounts paid during 2025 | | | (323 | ) | | | Accretion | | | 58 | | | | Balance at December 31, 2025 | | $ | 1,836 | | | Per the terms of the Termination Agreement, the Company ultimately expects to expense $3,600 under clause (b) and clause (c). Simultaneously with the execution of the Termination Agreement, the Company entered into a Consulting Agreement dated October 6, 2022, with the Representative (the Consulting Agreement). Under the terms and conditions of the Consulting Agreement, the Representative is tasked with organizing, recruiting, training, and coordinating the Companys Clinical Specialist program, Physician Education program and Sales Education program as more specifically described in the Consulting Agreement. The term of the Consulting Agreement was from October 6, 2022, until October 5, 2023, when it terminated in accordance with the terms of the Consulting Agreement. In consideration for the services to be provided, the Company paid the Representative a base consulting fee of $700 per year, payable in monthly instalments, along with additional compensation of $62.5 per quarter, if certain sales targets were met, for four quarters; along with any travel and related out-of-pocket expenses incurred by the Representative in connection with the performance of the services. *Litigation* In the normal course of business, the Company may possibly be named as a defendant in various lawsuits. 11. Concentrations of Risk *Credit risk* Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances at financial institutions located in California. Accounts at the U.S. financial institutions are secured by the Federal Deposit Insurance Corporation. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. The Company grants unsecured credit to its customers based on an evaluation of the customers financial condition and a cash deposit is generally not required. Management believes its credit policies do not result in significant adverse risk and historically has not experienced significant credit-related losses. 12. Income Taxes The components of loss before income taxes are as follows: | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | United States | | $ | (12,556 | ) | | $ | (13,673 | ) | | | Loss before income taxes | | $ | (12,556 | ) | | $ | (13,673 | ) | | F-24 The components of current income tax expense are as follows: | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | United States | | $ | | | | $ | | | | | Total income tax expense | | $ | | | | $ | | | | The Company has elected to prospectively adopt the guidance in ASU 2023-09. The following table contains a reconciliation of the U.S. federal statutory rate of 21% to the Companys effective rate for the year ended December 31, 2025 in accordance with the guidance in ASU No. 2023-09: | | | Year ended December 31, 2025 | | | | | | 2025 | | | 2024 | | | | Income tax benefit at U.S. standard rate | | $ | (2,637 | ) | | | (21 | )% | | | State and local income taxes, net of federal benefit | | | 64 | | | | 1 | % | | | Changes in valuation allowance | | | 2,190 | | | | 17 | % | | | Nontaxable or nondeductible items: | | | | | | | | | | | Stock options | | | 376 | | | | 3 | % | | | Other nontaxable or nondeductible differences | | | 15 | | | | | | | | Changes in unrecognized tax benefits | | | (8 | ) | | | | | | | Provision for taxes | | | | | | | | | | The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Companys effective rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09: | | | Year ended December 31, 2024 | | | | Statutory rate | | | (21 | )% | | | State taxes, net of federal benefit | | | (5 | )% | | | Non-deductible differences | | | 4 | % | | | Change in valuation allowance | | | 22 | % | | | Provision for taxes | | | | | | Significant components of the Companys net deferred tax assets at December 31, 2025 and 2024 are as follows: | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | Deferred tax assets: | | | | | | | | | Net operating loss carryforwards | | $ | 13,523 | | | $ | 10,803 | | | | Credit carryforwards | | | 134 | | | | 124 | | | | Property and equipment | | | | | | | 114 | | | | Accruals and reserves | | | 540 | | | | 689 | | | | Stock-based compensation | | | 741 | | | | 1,274 | | | | Intangibles | | | 188 | | | | 193 | | | | Operating lease liability | | | 35 | | | | 114 | | | | Capitalized research and development | | | 480 | | | | 645 | | | | Total deferred tax assets | | | 15,641 | | | | 13,956 | | | | Valuation allowance | | | (15,581 | ) | | | (13,848 | ) | | | Net deferred tax assets | | | 60 | | | | 108 | | | | Deferred tax liabilities: | | | | | | | | | | | Unrecognized tax benefits | | | (27 | ) | | | (2 | ) | | | Operating lease right of use | | | (33 | ) | | | (106 | ) | | | Total deferred tax liabilities | | | (60 | ) | | | (108 | ) | | | Net deferred tax assets | | $ | | | | | | | | F-25 In assessing the realizability of deferred tax assets at December 31, 2025, management considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized, and determined that a valuation allowance was required for those deferred tax assets that are not expected to provide future tax benefits. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At December 31, 2025, the Company has available net operating loss carryforwards of approximately $54,145 for federal income tax purposes, of which approximately $53,923 was generated after 2017 and can be carried forward indefinitely under the Tax Cuts and Jobs Act. The remaining federal net operating loss of approximately $222, which was generated prior to 2018, will start to expire in 2034 if not utilized. At December 31, 2025, the net operating loss carryforwards for state purposes are approximately $32,750 and will begin to expire in 2032 if not utilized. The Company had credit carryforwards of approximately $110 for federal income tax purposes. The federal tax credits will begin to expire in 2041. The Company also had credit carryforwards of approximately $30 for California income tax purposes. These credits have no expiration. The Company has not completed a study to determine whether any ownership change per the provisions of Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions, has occurred; however, it believes that, given the equity transactions undertaken, such a change has most likely occurred. In general, an ownership change as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Utilization of the Companys net operating loss and income tax credit carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future. These ownership changes may limit the amount of the net operating loss and income tax credit carryover that can be utilized annually to offset future taxable income. *Uncertain tax positions* In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The following shows the changes in the gross amount of recognized tax benefits: | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | Unrecognized tax benefits, beginning of year | | $ | 44 | | | $ | 79 | | | | Increases related to prior year tax positions | | | | | | | | | | | Decreases related to prior year tax positions | | | (10 | ) | | | (35 | ) | | | Increases related to current year tax positions | | | | | | | | | | | Unrecognized tax benefits, end of year | | $ | 34 | | | $ | 44 | | | The Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying statements of operations and comprehensive loss. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. Due to the full valuation allowance at December 31, 2025, current adjustments to the unrecognized tax benefit will have no impact on our effective income tax rate. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. As a result of the Companys net operating loss and credit carryforwards, all of its years are subject to federal and state examination. F-26 13. Reportable Segment The Company operates in one reportable business segment: the SI Joint segment. The SI Joint segment derives revenue from the sale of the Catamaran System and the SImmetry SI Joint Fusion System for treatment of the most common types of SI Joint disorders that cause lower back pain. The accounting policies of the SI Joint segment are the same as those described in the summary of significant accounting principles in Note 2. The chief operating decision maker, which is the Companys senior executive committee that includes the chief executive officer, the chief financial officer and the chief technology officer, assesses the performance of the SI Joint segment and decides how to allocate resources based on net income which is reported in the statements of operations and comprehensive loss as net loss. The measure of segment assets is reported on the balance sheet as total assets. The chief operating decision maker uses net loss to evaluate income generated from segment assets in deciding whether to continue investing in the segment. Net loss is used to monitor budget versus actual results, to prepare operating budgets, and to assess the performance of the segment and in establishing management compensation. The Company does not have intra-entity sales or transfers. The following table presents selected financial information for the Companys single business segment for the years ended December 31, 2025 and 2024: | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | Revenue | | $ | 3,944 | | | $ | 3,277 | | | | Less: | | | | | | | | | | | Cost of sales | | | 1,586 | | | | 1,566 | | | | Sales and marketing | | | 6,026 | | | | 5,109 | | | | Research and development | | | 2,149 | | | | 2,603 | | | | General and administrative | | | 6,975 | | | | 7,765 | | | | Other expenses, net | | | 236 | | | | 93 | | | | Net loss | | $ | (12,556 | ) | | $ | (13,673 | ) | | 14. Subsequent Events *Convertible Promissory Notes* On March 11, 2026, the Company entered into securities purchase agreements with certain accredited investors, pursuant to which the Company agreed to issue and sell in a private placement an aggregate principal amount of approximately $5.2 million 20% original issue discount senior convertible promissory notes (the Convertible Promissory Notes) for aggregate gross proceeds of approximately $4.3 million before deducting fees and expenses of the placement agent. The Convertible Promissory Notes have a maturity date of September 11, 2026, which, at the option of the Company, can be extended until December 11, 2026. Following the six month anniversary of the issuance date, the Convertible Promissory Notes will be convertible at any time at the option of the holder into shares of the Companys common stock at a conversion price per share equal to the greater of 80% of the VWAP for the 3 trading days immediately prior to the date of conversion and $0.1567, subject to adjustment for stock splits and pro rata distributions as provided in the Convertible Promissory Notes. If the maturity date of the Convertible Promissory Notes is extended, the outstanding principal amount will be increased by 5%. Any prepayment of the Convertible Promissory Notes will be prepaid at 102.5% of the principal prepayment. In addition, the Company is required to prepay the Convertible Promissory Notes from 15% of the net proceeds it may receive from future securities financing transactions less certain amount attributable to the original issue discount. F-27 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. We have carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have identified a material weakness in our disclosure controls and procedures due to lack of segregation of duties and have therefore concluded that our disclosure controls and procedures are not effective at the reasonable assurance level. A material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis. Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls. This lack of segregation of duties leads management to conclude that the Companys disclosure controls and procedures are not effective to give reasonable assurance that the information required to be disclosed in reports that the Company files under the Exchange Act is recorded, processed, summarized and reported as and when required. During the year ended December 31, 2025, we improved our compensating controls around this material weakness by adding additional approvals for journal entries and account reconciliations. To the extent reasonably possible given our limited resources, we intend to continue to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate controls over our Exchange Act reporting disclosures. Managements Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management utilized the criteria established in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to conduct an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have identified a material weakness due to lack of segregation of duties and have therefore concluded that our internal control over financial reporting is not effective at the reasonable assurance level. A material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis. Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls. During the year ended December 31, 2025, we improved our compensating controls around this material weakness by adding additional approvals for journal entries and account reconciliations. To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate controls over our Exchange Act reporting disclosures. As an emerging growth company, managements assessment of internal control over financial reporting was not subject to attestation by our independent registered public accounting firm. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the three months endedDecember31, 2025that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 56 PART III Item 10. Directors, Executive Officers and Corporate Governance The following are our executive officers and directors and their respective ages and positions as of March 27, 2026. | Name | | Age | | | Position | | | Steven M. Foster | | | 58 | | | Chief Executive Officer and President, Director | | | Richard Ginn | | | 60 | | | Chief Technology Officer, Chief Operations Officer and Director | | | Kevin Williamson | | | 41 | | | Chief Financial Officer, Secretary | | | Wyatt Geist | | | 57 | | | Chief Innovation Officer | | | Nathaniel Grawey | | | 43 | | | Chief Commercial Officer | | | Richard Ferrari | | | 71 | | | Executive Chairman of the Board | | | Ivan Howard | | | 58 | | | Director | | | Kristine M. Jacques | | | 58 | | | Director | | | Robert K. Weigle | | | 65 | | | Director | | | Stephen H. Hochschuler, M.D. | | | 82 | | | Director | | Steven M. Foster is our Chief Executive Officer, President, and a director of the Company since June 2021. Mr. Foster has over 30 years of marketing, sales, operations and general management experience. From 2015 to present, Mr. Foster has been a principal with CTB Advisors, LLC in Brentwood, Tennessee. CTB Advisors was founded as a single member limited liability company for the purpose of providing medical device organizations and physicians with consultative assistance on commercialization focused projects. Projects included: CRM based clinician engagement program design, training and implementation for NuVasive (NUVA). Valuation assessment / business plan development of early-stage spine technology including IP assessment and regulatory pathway definition. M&A (SafeOp Surgical) integration project, Alphatec Spine (ATEC). Current Status: Exclusive to ATEC. From March 2022 to present, Mr. Foster has also been serving as a director and a member of a compensation committee of Happe Spine. From 2012 to 2014 Mr. Foster was Global Commercialization President of Safe Orthopedics SAS, Paris, FR (based in Michigan): There Mr. Foster worked on early-stage commercialization of a novel single-use / sterile / traceable surgical kit for lumbar spine fusion. His focus included pre-clinical design, clinician advisor team development, early marketing, web design, convention presence and P&L preparation and management. Technology reached 200 global surgeries in first 12 months of commercialization. From 1992 to 2012 Mr. Foster was part of the Danek Group Inc., Sofamor Danek, Medtronic Spine organization where he held a variety of marketing, sales administration and general management roles, including as VP / GM of Medtronic Spines Western Europe operations from 2007-2010. Mr. Foster received a Bachelor of Science, Business Administration with a concentration in Marketing and Management from Central Michigan University in 1990. Richard Ginn is a founder, the Chief Technology Officer, Chief Operations Officer and a director of the Company. Mr. Ginns focus is primarily on intellectual property and product development, he has travelled throughout the world to train physicians and participated in multiple FIH trials and is a named inventor on more than 300 patents for medical devices. Over the course of his career, he has helped raise more than $100 million in venture capital and has provided an average 10x return to his investors. Mr. Ginn is the founder of TransAortic Medical, an embolic protection device company, and is its President, CEO and a director from 2013 to present. At TransAortic, Mr. Ginn Managed all corporate operations, raised capital to support company needs; managed acquisition of technology by strategic partner; managed all Intellectual Property; and set up European distribution for CE Marked device. Mr. Ginn is the founder of Promed, a large hole femoral closure device company and was the CEO, President and a director from 2012 to 2019. At Promed he managed all corporate operations; raised capital to support company needs; and managed all intellectual property. Kevin Williamson is our Chief Financial Officer. Mr. Williamson has been the Chief Financial Officer since September 3, 2024. Before joining the Company, Kevin Williamson 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 April 2020 to June 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 February 2019 to April 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. Wyatt Geist is our Chief Innovation Officer, where he has served since August of 2025. Currently Mr. Geist also serves as Chairman for GeoToll Inc. (since April 2012), an e-business that uses enhanced GPS to make tolling possible via smartphones, and Partner at Mergeit.AI (since August 2025). From February 2023 to July 2025 Mr. Geist served as Chief Executive Officer and sole board member for SiVantage, Inc., a medical device company focused on sacroiliac joint fusion technologies whose assets were acquired by the Company in August 2025. Mr. Geist served as Chief Technology Officer and board member for Accelus, Inc., a medical device company focused on expandable spinal implant technology, from April 2016 to December 2022. Mr. Geist holds a B.S. in Microbiology from Auburn University. Nathaniel Grawey is our Chief Commercial Officer, where he has served since August of 2025. Mr. Grawey most recently served from July 2023 to April 2025 as the Co-Founder and President of SiVantage, Inc., a medical device company focused on sacroiliac joint fusion technologies whose assets were acquired by the Company in August 2025. From 2022 to 2023, Mr. Grawey served as Director of Business Development at Accelus Inc., a medical device company focused on expandable spinal implant technology where he was responsible for commercialization strategy and market development initiatives. Mr. Grawey served as a Senior Field Sales Representative at Medtronic plc, a medical technology company, from March 2011 to July 2022 where he managed spine product portfolios and supported the adoption of surgical technologies. Mr. Grawey holds a B.S. in Aeronautical Science from Embry-Riddle Aeronautical University and an M.B.A. from Louisiana State University Shreveport. 57 Richard Ferrari is a founder, a director and Executive Chairman of the Company. Since 2000, Mr. Ferrari has been and currently is a co-founder and Board Member of Denovo Ventures, a $650 million venture firm specializing in Medical Devices and Biotechnology. From January 2019 until April 2021 Mr. Ferrari was employed as Chief Executive Officer and Chairman of the Board of Directors of PQ Bypass which culminated is a successful acquisition by Endologix. Mr. Ferrari has been a board member (Vice Chairman) of ABS Interventional from 2020 to the present; a board member (Executive Chairman) of Heart Beam Inc. from 2020 to the present; and a board member (Chairman of Compensation Committee) of Pulmonx from 2015 to the present. Mr. Ferrari has raised over $1 billion for the companies he has been involved with and been a key member of the various boards M&A teams achieving over $2 billion in Acquisitions. Mr. Ferrari continues to mentor and advise a number of CEOs and start-up companies on strategy and building organizations dedicated to delivering excellence. Mr. Ferrari is the creator of Excellence by Choice a series of lectures and presentations to help early-stage companies perform at the highest level of execution. Mr. Ferrari received a Bachelors Degree in Education from Ashland University and an MBA from University of South Florida. Ivan Howard is a director of the Company. Mr. Howard has been since 2019 and currently is a Vice President and Sr. Specialist in Alternative Investment Fiduciary Risk for Banco Santander, a multinational financial services company. Mr. Howard holds an MBA from Mercer University and a Masters Degree in Biomedical Engineering from the University of Florida. We believe that Mr. Howard is well qualified to serve as a Director on our Board with his financial services and board membership experience. Kristine M. Jacques was appointed as a director of the Company on March 25, 2024. From March 2023 to present Ms. Jacques has been serving as a General Manager of Kj-VB MedTech Consulting, LLC, a consulting services company. From November 2019 until January 2023, Ms. Jacques was Vice President and General Manager, Interventional Pain Therapies at Vivex Biologics, Inc., a medical device company where she implemented a comprehensive strategic plan of a disruptive technology in the interventional spine market serving a significant unmet clinical need and potential $38 billion plus total addressable market, non-surgical treatment for chronic low back pain. From 2007 to 2017, Ms. Jacques was a Vice President at Alphatec Spine, Inc (Nasdaq:ATEC), a medical device company where she led the development and execution of a 3-year portfolio strategy to grow market share through identifying opportunities for innovation, maximizing product positioning and differentiation and delivering high quality products to meet the clinical and unmet needs of surgeons and their patients. From 1995 until 2007, Ms. Jacques served in various management positions at General Electric Corporation, prior to which she served from 1991 until 1994 at various management positions at Smith & Nephew, PLC, both of which are publicly traded. Previously, she was an Account Manager, Senior Investment Analyst for General Electric Capital Corporation from 1988 until 1991. Ms. Jacques received a Bachelor of Arts degree in Finance Administration from Michigan State University. We believe that Ms. Jacques is well qualified to serve as a Director on our Board with her experience as a senior executive in the spine and medical device industries. Robert K. Weigle is a director of the Company. He currently is and has been since October 2020, the CEO of Prime Genomics, a saliva-based diagnostics company utilizing Genomics. Mr. Weigle is also currently an executive in residence with DigitalDX, a venture capital firm. Mr. Weigle was CEO and a director of Benvenue Medical from May 2009 until August 2020. Benvenue was a Silicon Valley based medical device company, which raised over $200 million in funding. At Benvenue Mr. Weigle led growth from pre-clinical to successful clinical trials to commercial launch of first-generation devices in two distinct markets, one for the treatment of compression fractures in the spine and the second for the treatment of degenerative disc disease, resulting in a first full-year run rate exceeding $1 million per month. Mr. Weigle oversaw all early aspects of corporate strategy, including defining, communicating and executing the companys overall business model; and represented Benvenue to the investment community. Mr. Weigle was also a senior executive at numerous healthcare/medical device companies, including TherOx, Inc, Cardiac Pathways, Baxter Healthcare and Cardima Corporation. Mr. Weigle also has relevant experience at Johnson & Johnson. Mr. Weigle holds a BA in Political Science from University of California, Berkeley. We believe that Mr. Weigle is well qualified to serve as a Director on our Board with his experience in leading medical device companies both as a senior executive and as a member of the board of directors. Stephen H. Hochschuler, M.D. is a director of the Company. Dr. Hochschuler is a world-renowned orthopedic spine surgeon. Dr. Hochschuler is the co-founder of the Texas Back Institute and founder of Back Systems, Inc., and founding Chairman of Innovative Spinal Technologies, Dr. Hochschuler has severed on numerous boards of directors and advisory boards for medical and scientific institutions. Dr. Hochschuler is a member of numerous national and international professional organizations including the American Academy of Orthopedic Surgeons; the American Pain Society; North American Spine Society; and the Southwest Chapter of the Society of International Business Fellows. Internationally, he is a member of the International Intradiscal Therapy Society; the International Society for Minimal Intervention in Spinal Surgery; the International Society for the Study of the Lumbar Spine; and is a founding board member of the Spinal Arthroplasty Society. He has also been a founding board member of The American Board of Spine Surgery and The American College of Spine Surgery. He is published in a wide range of professional journals and has delivered numerous presentations worldwide. Dr. Hochschuler holds a BA from Columbia College and his medical degree from Harvard Medical School. 58 We believe that Dr. Hochschuler is well qualified to serve as a Director on our Board with his experience as an orthopedic spine surgeon and his service on boards of directors and advisory boards of medical and scientific institutions as a member of the board of directors. Board Composition Our business and affairs are managed under the direction of our Board. Our Board currently consists of seven members, four of whom qualify as independent under the listing standards of Nasdaq. Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the Board following the annual meeting of shareholders and until their successors have been elected and qualified. Director Independence Our Board is composed of a majority of independent directors as defined under the rules of Nasdaq. We use the definition of *independence* applied by Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an *independent director* is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if: | | the director is, or at any time during the past three years was, an employee of the company; | | | | the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the 3 years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service); | | | | the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipients gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions); | | | | the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or | | | | the director or a family member of the director is a current partner of the Companys outside auditor, or at any time during the past three years was a partner or employee of the Companys outside auditor, and who worked on the companys audit. | | Under such definitions, our Board has undertaken a review of the independence of each director. Based on the information provided by each director concerning his or her background, employment, and affiliations, our Board has determined that Ivan Howard, Kristine M. Jacques, Robert K. Weigle and Stephen H. Hochschuler, M.D. are independent directors of the Company. Board Committees The Board has established three standing committees: (i) Audit Committee; (ii) Compensation Committee; and (iii) Nominating and Corporate Governance Committee. Each of the committees operates pursuant to its charter. The committee charters will be reviewed annually by the Nominating and Corporate Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose revisions to the charters. The responsibilities of each committee are described in more detail below. *Audit Committee*. The Audit Committee consists of three directors, Ivan Howard, Kristine Jacques and Robert Weigle, all of which are currently independent as defined by Nasdaq and includes an audit committee financial expert, Mr. Howard, within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. The audit committees duties are specified in a charter and include, but not be limited to: | | reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our annual disclosure report; | | | | discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; | | | | discussing with management major risk assessment and risk management policies; | | | | monitoring the independence of the independent auditor; | | 59 | | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; | | | | reviewing and approving all related-party transactions; | | | | inquiring and discussing with management our compliance with applicable laws and regulations; | | | | pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; | | | | appointing or replacing the independent auditor; | | | | determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; | | | | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and | | | | approving reimbursement of expenses incurred by our management team in identifying potential target businesses. | | The Audit Committee is composed exclusively of independent directors who are financially literate as defined under the Nasdaq listing standards. The Nasdaq listing standards define financially literate as being able to read and understand fundamental financial statements, including a companys balance sheet, income statement and cash flow statement. *Compensation Committee*. The Compensation Committee consists of two directors, Kristine Jacques and Robert Weigle, both of which are independent as defined by Nasdaq. The Compensation Committees duties are specified in a charter and include, but not be limited to: | | reviews, approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers; | | | | administers our equity compensation plans; | | | | reviews and approves, or makes recommendations to our Board regarding incentive compensation and equity compensation plans; and | | | | establishes and reviews general policies relating to compensation and benefits of our employees. | | *Nominating and Corporate Governance Committee.*The Nominating and Corporate Governance Committee consists of two directors, Robert Weigle and Stephen Hochschuler, both of which are independent as defined by Nasdaq. The Nominating and Corporate Governance Committees duties are specified in a charter and include, but not be limited to: | | identifying, reviewing and evaluating candidates to serve on our Board consistent with criteria approved by our board of directors; | | | | evaluating director performance on our board of directors and applicable committees of our Board and determining whether continued service on our Board is appropriate | | | | evaluating nominations by stockholders of candidates for election to our Board; and | | | | corporate governance matters | | 60 Selection of Nominees for The Board of Directors The Nominating and Corporate Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. The Nominating and Corporate Governance Committees charter provides that it may retain a third-party executive search firm to identify candidates from time to time. Our Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated and are selected based upon contributions they can make to the Board and management. The Nominating and Corporate Governance Committees assessment of a proposed candidate may include a review of the persons judgment, experience, independence, understanding of the Companys business or other related industries and such other factors as the Nominating and Corporate Governance Committee determines are relevant in light of the needs of the Board. The Nominating and Corporate Governance Committee believes that its nominees should reflect a diversity of experience, gender, race, ethnicity and age. The Board does not have a specific policy regarding director diversity. The Nominating and Corporate Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, and the evaluations of other prospective nominees, if any. In connection with this evaluation, it is expected that each member of the Nominating and Corporate Governance Committee will interview the prospective nominee before the prospective nominee is presented to the full Board for consideration. After completing this evaluation and interview process, the Nominating and Corporate Governance Committee will make a recommendation to the full Board as to the person(s) who should be nominated by the Board, and the Board determines the nominee(s) after considering the recommendation and report of the Nominating and Corporate Governance Committee. We look for director candidates who have the skills and experience necessary to help us achieve success within our industry. We believe that each of our directors has the necessary qualifications to be a value-added member of our Board. As noted in the director biographies, our directors have experience, qualifications and skills across a wide range of public and private companies, possessing a broad spectrum of experience both individually and collectively. There are no arrangements or understanding between any of the directors or the director nominee or officers of our Company or any other person pursuant to which any officer or director or director nominee was or is to be selected as an officer or director or director nominee. Since the date of our most recent periodic report, there were no changes to the procedure by which our security holders may recommend nominees to our Board. Role of Board in Risk Oversight Process Our Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk. Code of Ethics Our Board adopted a written code of business conduct and ethics (Code) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. Our website has a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code. Clawback Policy On November 28, 2023, our Board adopted an executive compensation recoupment policy consistent with the requirements of the Exchange Act Rule 10D-1 and the Nasdaq listing standards thereunder, to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to all corporate officers, including awards under our equity incentive plans, in the event of a financial restatement to the extent that the payout for such awards would have been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed to the need for a financial restatement. Insider Trading Policy On May 12, 2022, we adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to us. Our insider trading policy was revised on November 9, 2022. Our insider trading policy, as revised, is filed as Exhibit 19.1 to this Annual Report on Form 10-K. 61 Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of our outstanding shares of common stock (Ten Percent Holders) to file with the SEC reports of their share ownership and changes in their share ownership of our common stock. Directors, executive officers and Ten Percent Holders are also required to furnish us with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us, the following directors, executive officers and Ten Percent Holders did not comply with all Section 16(a) filing requirements in the fiscal year ended on December 31, 2025: | | Nathaniel Grawey, our Chief Commercial Officer, following his appointment on August 1, 2025, filed his Form 3 late on August 13, 2025; | | | | Kevin Williamson, our Chief Financial Officer, filed his Form 4 regarding 2 transactions as of November 5, 2024 and as of September 3, 2025, late in December 2025; | | | | Ivan Howard, our director of the Board, filed his Form 4 regarding 2 transactions as of May 22, 2024 and as of May 22, 2025, late in December 2025; | | | | Kristine Jacques, our director of the Board, filed her Form 4 regarding 1 transaction as of May 8, 2024 late in December 2025; | | | | Robert Weigle, our director of the Board, filed his Form 4 regarding 2 transactions as of May 22, 2024 and as of May 22, 2025, late in December 2025; | | | | | | | | | | Steven Foster, our Chief Executive Officer, did not file his Form 4 or Form 5 regarding 3 transactions in May 2024 and 1 transaction in May 2025. Mr. Foster intends to file required forms promptly after the filing of this Annual Report on Form 10-K by the Company; | | | | | | | | | | Stephen Hochschuler, our director of the Board, did not file his Form 4 or Form 5 regarding 2 transactions in May 2024 and 1 transaction in May 2025. Mr. Hochschuler intends to file required forms promptly after the filing of this Annual Report on Form 10-K by the Company; | | | | | | | | | | Richard Ferrari, our Executive Chairman, did not file his Form 4 or Form 5 regarding 1 transaction in 2023, 5 transactions in 2024 and 1 transaction in 2025. Mr. Ferrari intends to file required forms promptly after the filing of this Annual Report on Form 10-K by the Company; and | | | | | | | | | | Richard Ginn, our Chief Technology Officer and director of our Board, did not file his Form 4 or Form 5 regarding 4 transaction transactions in 2024 and 1 transaction in 2025. Mr. Ginn intends to file required forms promptly after the filing of this Annual Report on Form 10-K by the Company. | | Policies and Practices for Granting Certain Equity Awards Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Companys strategic objectives and to ensure the competitiveness of our compensation packages. 62 In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Boards or the Compensation Committees procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information. The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders. Family Relationships There are no family relationships among any of our executive officers or directors. Involvement in Certain Legal Proceedings To our knowledge, none of our current directors or executive officers has, during the past ten years: | | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | | | | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; | | | | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; | | | | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | | | | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | | | | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | 63 Item 11. Executive Compensation The following summary compensation table provides information regarding the compensation paid during our fiscal years ended December 31, 2025 and 2024 to our Chief Executive Officer (principal executive officer), our current and former Chief Financial Officers and Chief Technology Officer. We refer to these individuals as our named executive officers. Summary Compensation Table | Name and Principal Position | | Salary ($) | | | ($)Bonus | | | Option/RSU Awards(1) ($) | | | Total ($) | | | | Steven M. Foster, Chief Executive Officer | | | | | | | | | | | | | | | | | | | 2025 | | $ | 400,000 | | | $ | | | | $ | 321,334 | | | $ | 721,334 | | | | 2024 | | $ | 363,784 | | | $ | | | | $ | 4,737 | | | $ | 368,521 | | | | Kevin Williamson, Chief Financial Officer(2) | | | | | | | | | | | | | | | | | | | 2025 | | $ | 315,000 | | | $ | | | | $ | 134 490 | | | $ | 449,490 | | | | 2024 | | $ | 102,127 | | | $ | | | | $ | 21,815 | | | $ | 123,942 | | | | Richard Ginn, Chief Technology Officer | | | | | | | | | | | | | | | | | | | 2025 | | $ | 290,000 | | | $ | | | | $ | 288,594 | | | $ | 578,594 | | | | 2024 | | $ | 282,716 | | | $ | | | | $ | 2,617 | | | $ | 285,333 | | | | Steven Van Dick, Former Chief Financial Officer(3) | | | | | | | | | | | | | | | | | | | 2024 | | $ | 318,125 | | | $ | | | | $ | 3,842 | | | $ | 321,970 | | | | (1) | The dollar amounts in this column reflect the aggregate grant date fair value of all options and RSUs granted during the indicated fiscal year computed in accordance with accounting standards. In 2024, in accordance with the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units offered to all employees, Mr. Foster, Mr. Van Dick and Mr. Ginn exchanged then existing out of the money stock options for restricted stock units. | | | | | | | (2) | Mr. Williamson was appointed Chief Financial Officer beginning on September 3, 2024. | | | (3) | Mr. Van Dick retired and resigned from his position as Chief Financial Officer effective July 31, 2024. | | Employment Agreements with Named Executive Officers We executed the following employment agreements with our executive officers. The material terms of each of those arrangements are summarized below. The summaries are not complete descriptions of all provisions of the employment arrangements and are qualified in their entirety by reference to the written employment arrangements, each filed as an exhibit to this annual report on form 10-K. *Foster Employment Agreement.*Steven M. Foster, our Chief Executive Officer and President and a member of our Board, and the Company entered into an Employment Agreement dated as of June 1, 2021 (the Foster Employment Agreement). The Foster Employment Agreement provides Mr. Foster an annual base salary of $300,000, an annual bonus of up to $120,000 based upon achievement of mutually agreed upon milestones, options to purchase shares of our common stock in an amount sufficient to maintain Mr. Fosters equity ownership at 4%, which were granted at the closing of our initial public offering and employee benefits that are generally given to our senior executives. 64 Under the Foster Employment Agreement, in the event that Mr. Fosters employment is terminated by us without cause (as described in the Foster Employment Agreement) or by Mr. Foster for good reason (as described in the Foster Employment Agreement), Mr. Foster would be entitled to (1)severance equal to his base salary at termination, payable in instalments over the 12-monthperiod following termination and (2)payments in respect of continuing health care coverage for up to twelve months following termination. In addition, upon a change in control of the Company, Mr. Foster would be entitled to (1) vesting of his options granted prior to the date of the Foster Employment Agreement and (2) a lump sum cash payment of one year of his base salary and bonus opportunity then in effect. If Mr. Foster is terminated for cause or because of death or disability or resigns without good reason, then all vesting of Mr. Fosters equity awards and payments of compensation will immediately terminate and any severance benefits will be paid in accordance with established policies, if any, then in effect. The Foster Employment Agreement contains restrictive covenants and other obligations relating tonon-solicitationof our employees,non-disclosureof our proprietary information and assignment of inventions. *Ginn Employment Agreement**.* Richard Ginn, our founder, Chief Technology Officer and a director of the Company, and the Company entered into an Employment Agreement dated as of June 1, 2021 (the Ginn Employment Agreement). The Ginn Employment Agreement provides Mr. Ginn an annual base salary of $275,000, an annual bonus of up to 30% of base salary based upon achievement of mutually agreed upon milestones, a second bonus of up to $200,000 based on certain milestones determined by our Board and employee benefits that are generally given to our senior executives. Under the Ginn Employment Agreement, in the event that Mr. Ginns employment is terminated by us without cause (as described in the Ginn Employment Agreement) or by Mr. Ginn for good reason (as described in the Foster Employment Agreement), Mr. Ginn would be entitled to (1)severance equal to his base salary at termination, payable in instalments over the 12-monthperiod following termination and (2)payments in respect of continuing health care coverage for up to twelve months following termination. In addition, upon a change in control of the Company, Mr. Ginn would be entitled to (1) vesting of his options granted prior to the date of the Ginn Employment Agreement and (2) a lump sum cash payment of one year of his base salary and bonus opportunity. If Mr. Ginn is terminated for cause or because of death or disability or resigns without good reason, then all vesting of Mr. Ginns equity awards and payments of compensation will immediately terminate and any severance benefits will be paid in accordance with established policies, if any, then in effect. The Ginn Employment Agreement contains restrictive covenants and other obligations relating tonon-solicitationof our employees,non-disclosureof our proprietary information and assignment of inventions. *Williamson Employment Agreement.*Kevin Williamson, our Chief Financial Officer, and the Company entered into an Employment Agreement dated as of August 20, 2024 (the Williamson Employment Agreement). The Williamson Employment Agreement provides Mr. Williamson an annual base salary of $315,000, an annual bonus of up to 30% of his base salary based upon achievement of mutually agreed upon milestones, 50,000 RSUs and employee benefits that are generally given to our senior executives. Under the Williamson Employment Agreement, in the event that Mr. Williamsons employment is terminated by us without cause (as described in the Williamson Employment Agreement) the Company will provide severance pay equal to 100% of the Base Salary for a period of 12 months from the date of termination. The Williamson Employment Agreement contains restrictive covenants and other obligations relating to non-solicitation of our employees, non-disclosure of our proprietary information and assignment of inventions. *The above summary descriptions of the named executives employment agreements include some of the general terms and provisions of those agreements. For a more detailed description of those employment agreements, you should refer to such agreements, which are included as exhibits to this Annual Report on Form 10-K.* 65 Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of RSUs and shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025. | | | Option Awards | | | Equity Awards (RSUs) | | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of RSUs that have not Vested | | | Market Value of RSUs | | | | Steven M. Foster(1) | | | | | | | | | | $ | | | | | | | | | 281,872 | | | $ | 268,342 | | | | Kevin Williamson(2) | | | | | | | | | | $ | | | | | | | | | 122,141 | | | $ | 116,278 | | | | Richard Ginn(1) | | | | | | | | | | $ | | | | | | | | | 253,153 | | | $ | 241,001 | | | | (1) | The RSUs for Mr. Foster and Mr. Ginn were granted on October 13, 2025, 50% of which vested on January 1, 2026 and the remaining 50% will vest on July 31, 2026. | | | (2) | The RSUs for Mr. Williamson consist of (i) RSUs that were granted on November 5, 2024 with the following vesting schedule: one-third vested on September 3, 2025 and the remaining two thirds will vest equally every six months over the following two years and (ii) RSUs that were granted on October 13, 2025, 50% of which vested on January 1, 2026 and the remaining 50% will vest on July 31, 2026. | | Board Compensation The following summary board compensation table provides information regarding the board compensation paid during our fiscal year ended December 31, 2025 to our board members. Only our independent directors received compensation for being directors during fiscal year 2025. | Director | | Cash Compensation 1 | | | Equity Compensation2 | | | Total Compensation | | | | Ivan Howard | | $ | 67,500 | | | $ | 21,464 | | | $ | 88,964 | | | | Kristine M. Jacques | | $ | 57,500 | | | $ | 20,293 | | | $ | 77,793 | | | | Robert Weigle | | $ | 75,000 | | | $ | 21,464 | | | $ | 96,464 | | | | Stephen Hochschuler | | $ | 45,000 | | | $ | 21,464 | | | $ | 66,464 | | | | Total | | $ | 245,000 | | | $ | 84,685 | | | $ | 329,685 | | | | (1) | Ivan Howard received $40,000 as a board retainer, $20,000 for being Audit Committee Chairman and $7,500 for being a member of the Compensation Committee; Kristine Jacques received $30,000 as a board retainer, $7,500 for being a member of the Audit Committee and $16,875 for being a member of the Compensation Committee; Robert Weigle received $40,000 as a board retainer, $10,000 for being Nominating and Corporate Governance Committee Chairman, $15,000 for being a member of the Compensation Committee and $10,000 for being a member of the Audit Committee; and Stephen Hochschuler received $40,000 as a board retainer and $5,000 for being a member of the Nominating and Corporate Governance Committee. | | | (2) | The dollar amounts in this column reflect the aggregate grant date fair value of all options and RSUs granted during the indicated fiscal year computed in accordance with accounting standards. | | 66 Executive Chairman On May 7, 2021, the Company entered into a Consulting Agreement (the Ferrari Consulting Agreement) with Richard Ferrari, a founder of the Company and its Executive Chairman, pursuant to which Mr. Ferrari was to assume the role of Executive Chairman of the Company in exchange for compensation of $22,500 per month starting September 1, 2021. Under this consulting agreement Mr. Ferrari was paid a bonus of $350,000, as a result of the closing of our initial public offering in April 2022. In May of 2022, Mr. Ferrari was granted RSUs which had a grant date fair value of $2,427,020 and fully vested by May 2025. The compensation paid to Mr. Ferrari during the fiscal years ended December 31, 2025 and 2024, totaled $247,500 and $270,000, respectively. Compensation Committee Interlocks and Insider Participation None of our executive officers serve as a member of the Compensation Committee of our Board of Directors (or other committee performing equivalent functions) or any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. Policies and Practices for Granting Certain Equity Awards Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Companys strategic objectives and to ensure the competitiveness of our compensation packages. In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Boards or the Compensation Committees procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information. The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information, as of March 27, 2026, with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of a class of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group. Beneficial ownership of a class of voting stock is determined in accordance with the rules of the SEC and includes any shares of such class of the Companys voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on 10,851,273 shares of common stock, 204,159 shares of Series A Preferred Stock and 86,454 shares of Series B Preferred Stock, in each case, issued and outstanding on March 27, 2026 plus, for each individual, any common stock that individual has the right to acquire within 60 days of March 27, 2026. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. 67 | | | Number of Shares Beneficially Owned | | | Beneficial Ownership Percentages | | | | Name and Address of Beneficial Owner(1) | | Common Stock | | | Series A Preferred Stock(2) | | | Series B Preferred Stock(2) | | | Percent of Common Stock | | | Percent of Series A Preferred Stock | | | Percent of Series B Preferred Stock | | | Percent of Voting Stock(3) | | | | Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | Steven M. Foster, Chief Executive Officer and President | | | 183,269 | (4) | | | - | | | | - | | | | 1.7 | % | | | - | | | | - | | | | 1.6 | % | | | Kevin Williamson, Chief Financial Officer | | | 65,237 | (5) | | | - | | | | - | | | | * | | | | - | | | | - | | | | * | | | | Richard Ginn, Chief Technology Officer | | | 138,696 | (6) | | | - | | | | - | | | | 1.3 | % | | | - | | | | - | | | | 1.2 | % | | | Wyatt Geist, Chief Innovation Officer | | | 527,789 | (7) | | | - | | | | - | | | | 4.9 | % | | | - | | | | - | | | 4.5 | % | | | Nathaniel Grawey, Chief Commercial Officer | | | 515,831 | (8) | | | - | | | | - | | | | 4.8 | % | | | - | | | | - | | | | 4.5 | % | | | Richard Ferrari, Chairman of the Board | | | 70,850 | (9) | | | - | | | | - | | | | * | | | | - | | | | - | | | | * | | | | Ivan Howard, Director | | | 11,875 | (10) | | | - | | | | - | | | | * | | | | - | | | | - | | | | * | | | | Kristine M. Jacques, Director | | | 11,897 | (11) | | | - | | | | - | | | | * | | | | - | | | | - | | | | * | | | | Robert K. Weigle, Director | | | 10,965 | (12) | | | - | | | | - | | | | * | | | | - | | | | - | | | | * | | | | Stephen H. Hochschuler, M.D., Director | | | 11,265 | (13) | | | - | | | | - | | | | * | | | | - | | | | - | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Officers and Directors as a Group (10 persons) | | | 1,547,673 | (14) | | | - | | | | - | | | | 14.3 | % | | | - | | | | - | | | | 13.2 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5% or greater Stockholders | | | | | | | | | | | - | | | | | | | | | | | | - | | | | | | | | SiVantage, Inc. | | | 71,300 | | | | - | | | | - | | | | 6.5 | % | | | - | | | | - | | | | 6.0 | % | | | The Beckham-Shufeldt Family Trust | | | - | | | | 66,116 | | | | - | | | | - | | | | 25.7 | % | | | - | | | | 3.1 | % | | | Ascent Special Ventures LLC | | | - | | | | 67,783 | | | | - | | | | - | | | | 26.4 | % | | | - | | | | 3.2 | % | | | Dr. James Chappuis | | | - | | | | - | | | | 7,859 | | | | - | | | | - | | | | 9.1 | % | | | * | % | | | Norton Capital LLC | | | - | | | | - | | | | 7,859 | | | | - | | | | - | | | | 9.1 | % | | | * | % | | | MNAZ Investment Properties | | | - | | | | - | | | | 7,859 | | | | - | | | | - | | | | 9.1 | % | | | * | % | | | Vantage FBO Jonathan Fitzhugh Beneficiary IRA | | | - | | | | - | | | | 7,859 | | | | - | | | | - | | | | 9.1 | % | | | * | % | | | Vantage FBO Todd Douma IRA | | | - | | | | - | | | | 7,859 | | | | - | | | | - | | | | 9.1 | % | | | * | % | | | The 2017 Theresa A Lungwitz Rev Trust | | | - | | | | - | | | | 7,859 | | | | - | | | | - | | | | 9.1 | % | | | * | % | | | * | Indicate less than 1% beneficial ownership. | | | (1) | The principal address of the named officers, directors and 5% or greater stockholders of the Company is c/o Tenon Medical, Inc., 104 Cooper Court, Los Gatos, CA 95032. | | | | | | | (2) | Entitles the holder to 10 votes per share and votes with the common as a single class. | | | | | | | (3) | Represents total ownership percentage with respect to all shares of common stock, Series A Preferred Stock and Series B Preferred Stock, as a single class. | | | | | | | (4) | Includes 140,936 shares of our common stock underlying restricted stock units that vest within 60 days of March 27, 2026 and 19,455 shares of our common stock underlying exercisable warrants. | | | | | | | (5) | Includes 63,154 shares of our common stock underlying restricted stock units that vest within 60 days of March 27, 2026. | | | | | | | (6) | Includes 126,576 shares of our common stock underlying restricted stock units that vest within 60 days of March 27, 2026. | | | | | | | (7) | Includes 19,455 shares of our common stock underlying exercisable warrants, and 350,765 shares owned by SiVantage, Inc., for which Wyatt Geist is the beneficial owner. | | 68 | (8) | Includes 101,167 shares of our common stock underlying exercisable warrants, and 175,383 shares owned by SiVantage, Inc., for which Nathaniel Geist is the beneficial owner. | | | (9) | Includes 1,153 shares held by the Ferrari Family Trust for which Richard Ferrari is trustee and 64,564 shares of our common stock underlying restricted stock units that vest within 60 days of March 27, 2026 (includes 86 shares of our common stock underlying restricted stock units held by TCTIG, LLC for which Richard Ferrari is the beneficial owner) and 824 shares of our common stock held by TCTIG, LLC and for which Richard Ferrari has voting control. | | | | | | | (10) | Includes 11,875 shares of our common stock underlying restricted stock units that vest within 60 days of March 27, 2026 (includes 86 shares of our common stock underlying restricted stock units held by TCTIG, LLC for which Ivan Howard is the beneficial owner) and 824 shares of our common stock held by TCTIG, LLC and for which Ivan Howard is either the beneficial owner or has voting control. | | | (11) | Includes 11,897 shares of our common stock underlying restricted stock units that vest within 60 days of March 27, 2026. | | | (12) | Includes 10,732 shares of our common stock underlying restricted stock units that vest within 60 days of March 27, 2026. | | | (13) | Includes 10,732 shares of our common stock underlying restricted stock units that vest within 60 days of March 27, 2026 and 247 shares of our common that are held by SHKH, LLC, an entity for which Stephen H. Hochschuler has a controlling interest. | | | | | | | (14) | Includes 439,408 shares of our common stock underlying restricted stock units that vest within 60 days of March 27, 2026 and 140,077 shares of our common stock underlying exercisable warrants. | | Securities Authorized for Issuance under Equity Compensation Plans See Part II, Item 5 *Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesSecurities Authorized for Issuance under Equity Compensation Plans* and *Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesEquity Compensation Plan Information* of this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Party Transactions, and Director Independence Related Party Transactions Set forth below is a description of certain relationships and related person transactions since January 1, 2024, between us and our directors, executive officers and holders of more than 5% of our voting securities that involve the lower of $120,000 or 1% of the average of total assets in the last two fiscal years. We believe that all of the following transactions were entered into with terms as favorable as could have been obtained from unaffiliated third parties. On May 7, 2021, we entered into the Ferrari Consulting Agreement with Richard Ferrari, a founder of the Company and its Executive Chairman. See *Executive CompensationBoard Compensation* for a summary description of the terms of the Ferrari Consulting Agreement. On November 10, 2025, Nathaniel Grawey, our chief commercial officer, entered into a securities purchase agreement with us for an at-the-market private investment in public equity transaction, in which he purchased 101,167 shares of our common stock and warrants to purchase up to 101,167 shares of our common stock at $1.16 per share for a total of $130,000. 69 Independence of the Board of Directors Our Board of Directors has determined that a majority of the members of our Board of Directors, including Ivan Howard, Kristine M. Jacques, Robert Weigle, and Stephen Hochschuler are independent as that term is defined under applicable SEC rules and regulations. In addition, each of the members of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is independent, as determined in accordance with the applicable independence requirements for each of such committee. Item 14. Principal Accountant Fees and Services Audit and Non-Audit Fees The table below presents the aggregate fees for professional services rendered by Haskell & White LLP, our independent registered public accounting firm, for the years ended December 31, 2025 and 2024: | | | 2025 | | | 2024 | | | | Audit fees | | $ | 226,000 | | | $ | 210,600 | | | | Audit-related fees | | | 44,500 | | | | 174,000 | | | | Tax fees | | | | | | | | | | | All other fees | | | | | | | | | | | Total fees | | $ | 270,500 | | | $ | 384,600 | | | In the above tables, audit fees are fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial statements, and services normally provided by the independent accountant in connection with regulatory filings or engagements for those fiscal periods. Audit-related fees are fees not included in audit fees that are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. These audit-related fees also consist of the review of our registration statements filed with the SEC and related services normally provided in connection with regulatory filings or engagements. Tax fees consist of fees and expenses for professional services for tax compliance, tax advice and tax planning. All other fees are fees billed by the independent accountant for products and services not included in the foregoing categories. Audit Committee Pre-Approval Policies The charter of our Audit Committee provides that the duties and responsibilities of our Audit Committee include the pre-approval of all audit and non-audit services permitted by law or applicable SEC regulations (including fee and terms of engagement) to be performed by our external auditor. All of the services provided above under the caption Audit-Related Fees were approved by our Board of Directors or by our Audit Committee pursuant to our Audit Committees pre-approval policies. 70 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report: | (1) | The financial statements are filed as part of this Annual Report under Item 8. Financial Statements and Supplementary Data. | | | (2) | The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under Item 8. Financial Statements and Supplementary Data. | | | (3) | The exhibits listed in the following Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report. | | (b) Exhibits See the Exhibit Index immediately preceding the signature page of this Annual Report. EXHIBIT INDEX | ExhibitNo. | | Description | | | 3.1 | | Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to exhibit 3.1 to the Registrants Registration Statement on Form S-3 No. 333-271648, filed on May 4, 2023) | | | 3.2 | | Certificate of Correction to Second Amended and Restated Certificate of Incorporation of the Registrant, filed on October 25, 2023 (incorporated by reference to exhibit 4.2 to the Registrants Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025) | | | 3.3 | | Amendment to Certificate of Incorporation - Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant, filed on November 1, 2023 (incorporated by reference to exhibit 3.1 to the Registrants Current Report on Form 8-K filed on November 7, 2023) | | | 3.4 | | Amendment to Certificate of Incorporation - Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant, filed on September 4, 2024 (incorporated by reference to exhibit 4.4 to the Registrants Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025) | | | 3.5 | | Certificate of Designations, Rights and Preferences for Series A Preferred Stock of the Registrant, filed on February 20, 2024 (incorporated by reference to exhibit 10.2 to the Registrants Current Report on Form 8-K, filed on February 22, 2024) | | | 3.6 | | Amendment to Certificate of Designations, Rights and Preferences for Series A Preferred Stock, filed on September 5, 2024 (incorporated by reference to exhibit 4.6 to the Registrants Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025) | | | 3.7 | | Certificate of Designations, Rights and Preferences for Series B Preferred Stock, filed on September 5, 2024 (incorporated by reference to exhibit 4.7 to the Registrants Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025) | | | 3.8 | | Bylaws of the Registrant (incorporated by reference to the Registrants Registration Statement No. 333-260931, filed on April 20, 2022) | | | 4.1 | | Tenon Medical Inc., 2022 Equity Incentive Plan (incorporated by reference to exhibit 10.30 to the Registrants Registration Statement S-1/A No. 333-260931, filed on April 20, 2022) | | | 4.2 | | Amendment to Tenon Medical, Inc. 2022 Equity Incentive Plan, dated as of July 23, 2024 (incorporated by reference to exhibit 4.10 to the Registrants Registration Statement on Form S-8 No. 333-293417, filed on February 12, 2026) | | | 4.3 | | Amendment to Tenon Medical, Inc. 2022 Equity Incentive Plan, dated as of September 18, 2025 (incorporated by reference to exhibit 4.10 to the Registrants Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025) | | | 4.4 | | Description of Securities of the Registrant Common Stock (incorporated by reference to the Registrants 8-A12B Registration Statement, filed on April 26, 2022) | | | 4.5 | | Form of Representatives Warrant in connection with the Registrants Initial Public Offering (incorporated by reference to exhibit 4.1 to the Registrants Registration Statement on Form S-1/A No. 333-260931, filed on April 15, 2022) | | | 4.6 | | Form of publicly traded Warrant issued on June 16, 2023 (incorporated by reference to exhibit 4.1 to the Registrants Registration Statement No. 333-272488, filed on June 7, 2023) | | 71 | 4.7 | | Form of Warrant Agency Agreement between the Company and VStock Transfer, LLC (incorporated by reference to exhibit 4.3 to the Registrants Registration Statement No. 333-272488, filed on June 7, 2023) | | | 4.8 | | Form of Warrant issued to investors on November 21, 2023 (incorporated by reference to exhibit 10.3 to the Registrants Current Report on Form 8-K, filed on November 28, 2023) | | | 4.9 | | Form of Warrant issued to investors in the Series A Preferred Stock offering on February 20, 2024 (incorporated by reference to exhibit 10.3 to the Registrants Current Report on Form 8-K, filed on February 22, 2024) | | | 4.10 | | Form of Warrant issued to the investors in the Series B Preferred Stock offering (incorporated by reference to exhibit 10.3 to the Registrants Current Report on Form 8-K, filed on September 6, 2024) | | | 4.11 | | Form of Series A Warrants issued in September 2024 (incorporated by reference to exhibit 4.1 to the Registrants Current Report on Form 8-K, filed on September 16, 2024) | | | 4.12 | | Form of Series B Warrants issued in September 2024 (incorporated by reference to exhibit 4.2 to the Registrants Current Report on Form 8-K, filed on September 16, 2024) | | | 4.13 | | Form of Series C-1 Warrant (incorporated by reference to exhibit 4.1 to the Registrants Current Report on Form 8-K, filed on March 12, 2025) | | | 4.14 | | Form of Series C-2 Warrant (incorporated by reference to exhibit 4.2 to the Registrants Current Report on Form 8-K, filed on March 12, 2025) | | | 4.15 | | Form of Common Warrants, issued on March 26, 2025 (incorporated by reference to exhibit 4.1 to the Registrants Current Report on Form 8-K, filed on March 27, 2025) | | | 4.16 | | Form of Pre-Funded Warrants issued on March 26, 2025 (incorporated by reference to exhibit 4.2 to the Registrants Current Report on Form 8-K, filed on March 27, 2025) | | | 4.17 | | Form of Common Warrants, issued on March 27, 2025 (incorporated by reference to exhibit 4.1 to the Registrants Current Report on Form 8-K, filed on March 28, 2025) | | | 4.18 | | Form of Pre-Funded Warrants issued on March 27, 2025 (incorporated by reference to exhibit 4.2 to the Registrants Current Report on Form 8-K, filed on March 28, 2025) | | | 4.19 | | Form of Common Stock Purchase Warrant, dated November 13, 2025 (incorporated by reference to exhibit 4.1 to the Registrants Current Report on Form 8-K, filed on November 17, 2025) | | | 4.20 | | Form of Senior Convertible Promissory Notes, dated March 11, 2026 (incorporated by reference to exhibit 4.1 to the Registrants Current Report on Form 8-K, filed on March 17, 2026) | | | 4.21 | | Description of Securities of the Registrant Warrants (incorporated by reference to the Registrants 8-A12B Registration Statement, filed on June 14, 2023) | | | 10.1* | | Employment Agreement dated June 1, 2021 between Steven M. Foster and the Registrant (incorporated by reference to exhibit 10.15 the Registrants Registration Statement on Form S-1 No. 333-260931, filed on November 10, 2021) | | | 10.2* | | Employment Agreement dated June 1, 2021 between Richard Ginn and the Registrant (incorporated by reference to exhibit 10.16 to the Registrants Registration Statement on Form S-1 No. 333-260931, filed on November 10, 2021) | | | 10.3* | | Consulting Agreement dated May 7, 2021 by and between Richard Ferrari and the Registrant (incorporated by reference to exhibit 10.17 to the Registrants Registration Statement on Form S-1 No. 333-260931, filed on November 10, 2021) | | | 10.4* | | Offer Letter dated as of August 16, 2024, issued by the Company to Kevin Williamson (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on August 27, 2024) | | | 10.5 | | Form of Securities Purchase Agreement between the Registrant and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on July 28, 2023) | | | 10.6 | | Form of Securities Purchase Agreement entered into between the Registrant and investors in the Series A Preferred Stock (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on February 22, 2024) | | | 10.7 | | Form of Securities Purchase Agreement entered into between the Registrant and investors in the November 2023 Notes (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on November 28, 2023) | | | 10.8 | | Form of Securities Purchase Agreement entered into between the Registrant and investors in the Series B Preferred Stock financing (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on September 6, 2024) | | | 10.9 | | Form of Inducement Letter, dated September 16, 2024 (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on September 16, 2024) | | | 10.10 | | Form of Inducement Letter, dated March 11, 2025 (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on March 12, 2025) | | 72 | 10.11 | | Placement Agency Agreement, dated March 25, 2025, by and between Tenon Medical, Inc. and A.G.P./Alliance Global Partners, LLC (incorporated by reference to exhibit 1.1 to the Registrants Current Report on Form 8-K, filed on March 27, 2025) | | | 10.12 | | Form of Securities Purchase Agreement, dated as of March 25, 2025, by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on March 27, 2025) | | | 10.13 | | Placement Agency Agreement, dated March 25, 2025, by and between Tenon Medical, Inc. and A.G.P./Alliance Global Partners, LLC (incorporated by reference to exhibit 1.1 to the Registrants Current Report on Form 8-K, filed on March 28, 2025) | | | 10.14 | | Form of Securities Purchase Agreement, dated as of March 25, 2025, by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on March 28, 2025) | | | 10.15 | | Asset Purchase Agreement between Tenon Medical Inc. and SiVantage Inc., dated August 1, 2025 (incorporated by reference to exhibit 2.1 to the Registrants Current Report on Form 8-K, filed on August 7, 2025) | | | 10.16 | | Asset Purchase Agreement between Tenon Medical Inc. and SIMPL Medical, LLC, dated August 1, 2025 (incorporated by reference to exhibit 2.2 to the Registrants Current Report on Form 8-K, filed on August 7, 2025) | | | 10.17* | | Form of Employment Agreement between Tenon Medical Inc. and Wyatt Geist, dated August 1, 2025 (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on August 7, 2025) | | | 10.18* | | Form of Employment Agreement between Tenon Medical Inc. and Nate Grawey, dated August 1, 2025 (incorporated by reference to exhibit 10.2 to the Registrants Current Report on Form 8-K, filed on August 7, 2025) | | | 10.19 | | Form of Securities Purchase Agreement, dated November 10, 2025, between Tenon Medical Inc. and Purchasers (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on November 17, 2025) | | | 10.20 | | Form of Securities Purchase Agreement, dated March 11, 2026, between Tenon Medical, Inc. and Purchasers (incorporated by reference to exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on March 17, 2026) | | | 19.1 | | Insider Trading Policy (incorporated by reference to exhibit 19.1 to the Registrants Annual Report on Form 10-K, filed on March 29, 2024) | | | 21.1 | | List of Subsidiaries of the Registrant (incorporated by reference to exhibit 21.1 to the Registrants Registration Statement No. 333-281531, filed on September 9, 2024) | | | 23.1 | | Consent of Haskell & White LLP | | | 31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 32.1# | | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 32.2# | | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 97.1 | | Tenon Medical, Inc. Clawback Policy (incorporated by reference to exhibit 97.1 to the Registrants Annual Report on Form 10-K, filed on March 29, 2024) | | | 101.INS | | Inline XBRL Instance Document. | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | * | Management contracts or compensatory plans, contracts or arrangements. | | | # | Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. | | Item 16. Form 10-K Summary. N/A. 73 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | Tenon Medical, Inc. | | | | | | | | Date: March 27, 2026 | By: | /s/ Steven M. Foster | | | | | Steven M. Foster | | | | | Chief Executive Officer and President | | | | | (Principal Executive Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 27, 2026. | Name | | Position | | Date | | | | | | | | | | /s/ Steven M. Foster | | Chief Executive Officer and President, Director | | March 27, 2026 | | | Steven M. Foster | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Richard Ginn | | Chief Technology Officer and Director | | March 27, 2026 | | | Richard Ginn | | | | | | | | | | | | | | /s/ Kevin Williamson | | Chief Financial Officer | | March 27, 2026 | | | Kevin Williamson | | (Principal Financial and Accounting Officer) | | | | | | | | | | | | /s/ Richard Ferrari | | Director | | March 27, 2026 | | | Richard Ferrari | | | | | | | | | | | | | | /s/ Ivan Howard | | Director | | March 27, 2026 | | | Ivan Howard | | | | | | | | | | | | | | /s/ Kristine M. Jacques | | Director | | March 27, 2026 | | | Kristine M. Jacques | | | | | | | | | | | | | | /s/ Robert K. Weigle | | Director | | March 27, 2026 | | | Robert K. Weigle | | | | | | | | | | | | | | /s/ Stephen H. Hochschuler, M.D | | Director | | March 27, 2026 | | | Stephen H. Hochschuler, M.D | | | | | | 74