(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
( | ||
(Address of principal executive offices) (Zip Code) | (Registrant’s telephone number, including area code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
x | Smaller reporting company | ||
Emerging growth company |
Page | ||
|
· |
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 distributor’s 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 |
September 30, |
December31, |
|||||||
2022 |
2021 |
|||||||
(Unaudited) |
||||||||
Assets |
||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments | ||||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Deposits | ||||||||
| Operating lease right-of-use asset | ||||||||
| Deferred offering costs | ||||||||
TOTAL ASSETS |
$ | $ | ||||||
Liabilities, Convertible Preferred Stock, and Stockholders’ EQUITY (DEFICIT) |
||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Current portion of operating lease liability | ||||||||
| Convertible notes payable and accrued interest, net of debt discount of $ |
||||||||
| Convertible notes payable and accrued interest due to related parties, net of debt discount of $ |
||||||||
| Total current liabilities | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Notes 6 and 9) | ||||||||
| Convertible preferred stock: | ||||||||
| Series A convertible preferred stock, $ |
||||||||
| Series B convertible preferred stock, $ |
||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock, $ |
||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Accumulated other comprehensive income (loss) | ( |
) | ( |
) | ||||
| Total stockholders’ equity (deficit) | ( |
) | ||||||
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) |
$ | $ | ||||||
| 1 |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
Revenue |
$ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
Gross (Loss) Profit |
( |
) | ( |
) | ||||||||||||
Operating Expenses |
||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
Total Operating Expenses |
||||||||||||||||
Loss from Operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other Income (Expense) |
||||||||||||||||
| Gain on investments | ||||||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ||||||||||
| Other income (expense) | ( |
) | ||||||||||||||
Total Other Income (Expense), net |
( |
) | ( |
) | ( |
) | ||||||||||
Net Loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Loss attributable to non-controlling interest | — | ( |
) | ( |
) | |||||||||||
Net Loss Attributable to Tenon Medical, Inc. |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Net Loss Attributable to Tenon Medical, Inc. Per Share of Common Stock |
||||||||||||||||
| Basic and diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Weighted-Average Shares of Common Stock Outstanding |
||||||||||||||||
| Basic and diluted | ||||||||||||||||
Consolidated Statements of Comprehensive Loss: |
||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Unrealized loss on investments | ( |
) | ( |
) | ||||||||||||
| Foreign currency translation adjustment | ( |
) | ( |
) | ||||||||||||
| Total Comprehensive Loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Comprehensive loss attributable to non-controlling interest | ( |
) | ( |
) | ||||||||||||
| Total comprehensive loss attributable to Tenon Medical, Inc. | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| 2 |
Series A Convertible Preferred Stock |
Series B Convertible Preferred Stock |
Common Stock |
Additional |
Accumulated |
Accumulated Other Comprehensive |
Non- Controlling |
||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Income |
Interest |
Total |
||||||||||||||||||||||||||||||||||
Balance at June 30, 2022 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
Other comprehensive income |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) |
|||||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
— |
( |
) |
|||||||||||||||||||||||||||||||
Balance at September 30, 2022 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
||||||||||||||||||||||||||||||||
Balance at June 30, 2021 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
||||||||||||||||||||||||||||||
Stock-based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
Common stock issued for services |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||
Other comprehensive income |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) |
( |
) |
||||||||||||||||||||||||||||||
Balance at September 30, 2021 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
||||||||||||||||||||||||||||||
| 3 |
Series A Convertible Preferred Stock |
Series B Convertible Preferred Stock |
Common Stock |
Additional Paid-In |
Accumulated |
Accumulated Other Comprehensive |
Non- Controlling |
||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Income |
Intere st |
Total |
||||||||||||||||||||||||||||||||||
Balance at December 31, 2021 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
||||||||||||||||||||||||||||||
Stock-based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
Issuance of common stock and warrants, net of issuance costs |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion of Series A preferred stock |
( |
) |
( |
) |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
Common stock issued upon conversion of Series B preferred stock |
— |
— |
( |
) |
( |
) |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||
Common stock issued upon conversion of debt |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||
Common stock issued for services |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||
Other comprehensive income |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) |
|||||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
— |
( |
) |
|||||||||||||||||||||||||||||||
Balance at September 30, 2022 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
||||||||||||||||||||||||||||||||
Balance at December 31, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
||||||||||||||||||||||||||||||
Stock-based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
Common stock issued for services |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||
Other comprehensive income |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) |
( |
) |
||||||||||||||||||||||||||||||
Balance at September 30, 2021 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
||||||||||||||||||||||||||||||
| 4 |
Nine Months Ended September 30, |
||||||||
2022 |
2021 |
|||||||
Cash Flows from Operating Activities |
||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Unrealized loss on investments | ( |
) | ( |
) | ||||
| Non-cash interest expense | ||||||||
| Stock-based compensation expense | ||||||||
| Common stock issued for services | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of operating right-of-use asset | ||||||||
| Increase (decrease) in cash resulting from changes in: | ||||||||
| Accounts receivable | ( |
) | ( |
) | ||||
| Inventory | ( |
) | ||||||
| Prepaid expenses and other assets | ( |
) | ( |
) | ||||
| Accounts payable | ( |
) | ||||||
| Accrued expenses | ( |
) | ||||||
| Operating lease liability | ( |
) | ( |
) | ||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
Cash Flows from Investing Activities |
||||||||
| Sales of short-term investments | ||||||||
| Purchases of short-term investments | ( |
) | ( |
) | ||||
| Purchases of property and equipment | ( |
) | ( |
) | ||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
Cash Flows from Financing Activities |
||||||||
| Proceeds from issuance of common stock, net of issuance costs | ||||||||
| Proceeds from issuance of convertible notes payable | ||||||||
| Repayment of notes payable | ( |
) | ||||||
| Debt issuance costs | ( |
) | ||||||
| Deferred offering costs | ( |
) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign currency translation on cash flow | ( |
) | ( |
) | ||||
Net Increase in Cash and Cash Equivalents |
||||||||
Cash and Cash Equivalents at Beginning of Period |
||||||||
Cash and Cash Equivalents at End of Period |
$ | $ | ||||||
Supplemental Disclosures of Cash Flow Information |
||||||||
Cash paid during the year for: |
||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
Non-cash investment and financing activities: |
||||||||
| Common stock issued upon conversion of preferred stock | $ | $ | ||||||
| Common stock issued upon conversion of debt | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease liability | $ | $ | ||||||
| Conversion of trade payable to law firm to note payable | $ | $ | ||||||
| 5 |
| 6 |
| 7 |
|
September 30, 2022 |
|
|
September 30, 2021 |
|
||||
|
Outstanding restricted stock units |
|
|
|
|
|
|
|
|
|
Outstanding stock options |
|
|
|
|
|
|
|
|
|
Outstanding warrants |
|
|
|
|
|
|
|
|
|
Common shares convertible from notes payable |
|
|
|
|
|
|
|
|
|
Common shares convertible from preferred stock |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Level 2 |
|
|
|
Corporate debt securities: |
|
|
|
|
|
September 30, 2022 |
|
$ |
|
|
|
December 31, 2021 |
|
$ |
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
||||||
|
Corporate debt securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
December 31, 2021 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
September 30, 2022 |
|
|
December 31,2021 |
|
||||||
|
Catamaran Tray Sets |
|
$ |
|
|
|
$ |
|
|
||||
|
IT Equipment |
|
|
|
|
|
|
|
|
||||
|
Lab Equipment |
|
|
|
|
|
|
|
|
||||
|
Office Furniture |
|
|
|
|
|
|
|
|
||||
|
Fixed assets, gross |
|
|
|
|
|
|
|
|
||||
|
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
||||
|
Fixed assets, net |
|
$ |
|
|
|
$ |
|
|
||||
| 8 |
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||||
|
Accrued compensation |
|
$ |
|
|
|
$ |
|
|
|
Accrued commissions |
|
|
|
|
|
|
|
|
|
Other accrued expenses |
|
|
|
|
|
|
|
|
|
Total accrued expenses |
|
$ |
|
|
|
$ |
|
|
| 9 |
| 10 |
September 30, | December 31, | |||||||
2022 | 2021 | |||||||
Operating lease right-of-use assets | $ | $ | ||||||
Operating lease liability, current | $ | ( | ) | $ | ( | ) | ||
Operating lease liability, noncurrent | ( | ) | ( | ) | ||||
Total operating lease liabilities | $ | ( | ) | $ | ( | ) | ||
2022 | $ | |||
2023 | ||||
2024 | ||||
2025 | ||||
2026 | ||||
Total lease payments | ||||
Less: imputed interest | ( | ) | ||
Present value of operating lease liabilities | $ |
Cash paid for operating leases for the nine months ended September 30, 2022 | $ | |||
Cash paid for operating leases for the nine months ended September 30, 2021 | $ | |||
Remaining lease term - operating leases (in years) | ||||
Average discount rate - operating leases | % |
| 11 |
| 12 |
Number of Shares Subject to Outstanding Stock Options | Weighted Average Exercise Price Per Share | Number of Outstanding Restricted Stock Units | Weighted-average Grant Date Fair Value per Share | |||||||||||||
Outstanding at December 31, 2021 | $ | $ | ||||||||||||||
Granted | $ | $ | ||||||||||||||
Forfeited | $ | $ | ||||||||||||||
Outstanding at September 30, 2022 | $ | $ | ||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Research and development | $ | $ | $ | $ | ||||||||||||
Sales and marketing | ||||||||||||||||
General, and administrative | ||||||||||||||||
Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||
| 13 |
| 14 |
| 15 |
| 16 |
| 17 |
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
Consolidated Statements of Operations Data: |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Revenue |
|
$ |
208 |
|
|
$ |
70 |
|
|
$ |
414 |
|
|
$ |
107 |
|
|
Cost of goods sold |
|
|
302 |
|
|
|
18 |
|
|
|
848 |
|
|
|
38 |
|
|
Gross (loss) profit |
|
|
(94 |
) |
|
|
52 |
|
|
|
(434 |
) |
|
|
69 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
797 |
|
|
|
601 |
|
|
|
2,016 |
|
|
|
925 |
|
|
Sales and marketing |
|
|
645 |
|
|
|
556 |
|
|
|
2,864 |
|
|
|
1,473 |
|
|
General and administrative |
|
|
1,726 |
|
|
|
992 |
|
|
|
5,483 |
|
|
|
1,570 |
|
|
Total operating expenses |
|
|
3,168 |
|
|
|
2,149 |
|
|
|
10,363 |
|
|
|
3,968 |
|
|
Loss from operations |
|
|
(3,262 |
) |
|
|
(2,097 |
) |
|
|
(10,797 |
) |
|
|
(3,899 |
) |
|
Interest and other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on investments |
|
|
72 |
|
|
|
1 |
|
|
|
108 |
|
|
|
1 |
|
|
Interest expense |
|
|
— |
|
|
|
(267 |
) |
|
|
(362 |
) |
|
|
(340 |
) |
|
Other income (expense) |
|
|
19 |
|
|
|
— |
|
|
|
39 |
|
|
|
(1 |
) |
|
Net loss |
|
|
(3,171 |
) |
|
|
(2,363 |
) |
|
|
(11,012 |
) |
|
|
(4,239 |
) |
|
Loss attributable to non-controlling interest |
|
|
— |
|
|
|
(22 |
) |
|
|
— |
|
|
|
(33 |
) |
|
Net loss attributable to Tenon Medical, Inc. |
|
$ |
(3,171 |
) |
|
$ |
(2,341 |
) |
|
$ |
(11,012 |
) |
|
$ |
(4,206 |
) |
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
Consolidated Statements of Operations Data: |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Revenue |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
Cost of goods sold |
|
|
145 |
|
|
|
26 |
|
|
|
205 |
|
|
|
36 |
|
|
Gross profit |
|
|
(45 |
) |
|
|
74 |
|
|
|
(105 |
) |
|
|
64 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
383 |
|
|
|
859 |
|
|
|
487 |
|
|
|
864 |
|
|
Sales and marketing |
|
|
310 |
|
|
|
794 |
|
|
|
692 |
|
|
|
1,377 |
|
|
General and administrative |
|
|
830 |
|
|
|
1,417 |
|
|
|
1,324 |
|
|
|
1,467 |
|
|
Total operating expenses |
|
|
1,523 |
|
|
|
3,070 |
|
|
|
2,503 |
|
|
|
3,708 |
|
|
Loss from operations |
|
|
(1,568 |
) |
|
|
(2,996 |
) |
|
|
(2,608 |
) |
|
|
3,644 |
|
|
Interest and other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on investments |
|
|
35 |
|
|
|
1 |
|
|
|
26 |
|
|
|
1 |
|
|
Interest expense |
|
|
— |
|
|
|
(381 |
) |
|
|
(87 |
) |
|
|
(318 |
) |
|
Other expense |
|
|
9 |
|
|
|
— |
|
|
|
9 |
|
|
|
(1 |
) |
|
Net loss |
|
|
(1,525 |
) |
|
|
(3,376 |
) |
|
|
(2,660 |
) |
|
|
(3,962 |
) |
|
Loss attributable to non-controlling interest |
|
|
— |
|
|
|
(31 |
) |
|
|
— |
|
|
|
(31 |
) |
|
Net loss attributable to Tenon Medical, Inc. |
|
|
(1,525 |
)% |
|
|
(3,344 |
)% |
|
|
(2,660 |
)% |
|
|
(3,931 |
)% |
|
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
|
Revenue |
|
$ |
208 |
|
|
$ |
70 |
|
|
$ |
138 |
|
|
|
197 |
% |
|
Cost of goods sold |
|
|
302 |
|
|
|
18 |
|
|
|
284 |
|
|
|
1,578 |
% |
|
Gross (loss) profit |
|
$ |
(94 |
) |
|
$ |
52 |
|
|
$ |
(146 |
) |
|
|
(281 |
)% |
|
Gross (loss) profit percentage |
|
|
(45 |
)% |
|
|
74 |
% |
|
|
|
|
|
|
|
|
| 18 |
|
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
|
Revenue |
|
$ |
414 |
|
|
$ |
107 |
|
|
$ |
307 |
|
|
|
287 |
% |
|
Cost of goods sold |
|
|
848 |
|
|
|
38 |
|
|
|
810 |
|
|
|
2,132 |
% |
|
Gross (loss) profit |
|
$ |
(434 |
) |
|
$ |
69 |
|
|
$ |
(503 |
) |
|
|
(729 |
)% |
|
Gross (loss) profit percentage |
|
|
(105 |
)% |
|
|
64 |
% |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
|
Research and development |
|
$ |
797 |
|
|
$ |
601 |
|
|
$ |
196 |
|
|
|
33 |
% |
|
Sales and marketing |
|
|
645 |
|
|
|
556 |
|
|
|
89 |
|
|
|
16 |
% |
|
General and administrative |
|
|
1,726 |
|
|
|
992 |
|
|
|
734 |
|
|
|
74 |
% |
|
Total operating expenses |
|
$ |
3,168 |
|
|
$ |
2,149 |
|
|
$ |
1,019 |
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
|
Research and development |
|
$ |
2,016 |
|
|
$ |
925 |
|
|
$ |
1,091 |
|
|
|
118 |
% |
|
Sales and marketing |
|
|
2,864 |
|
|
|
1,473 |
|
|
|
1,391 |
|
|
|
94 |
% |
|
General and administrative |
|
|
5,483 |
|
|
|
1,570 |
|
|
|
3,913 |
|
|
|
249 |
% |
|
Total operating expenses |
|
$ |
10,363 |
|
|
$ |
3,968 |
|
|
$ |
6,395 |
|
|
|
|
|
| 19 |
| 20 |
|
|
|
Payments Due By Period (In thousands) |
|
|||||||||||||||||
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
More than |
|
|||||
|
|
|
Total |
|
|
1 year |
|
|
1-3 years |
|
|
4-5 years |
|
|
5 years |
|
|||||
|
Operating leases |
|
$ |
1,121 |
|
|
$ |
73 |
|
|
$ |
594 |
|
|
$ |
454 |
|
|
$ |
— |
|
|
Purchase obligations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
1,121 |
|
|
$ |
73 |
|
|
$ |
594 |
|
|
$ |
454 |
|
|
$ |
— |
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
|
Net cash (used in) provided by: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
(8,640 |
) |
|
$ |
(2,602 |
) |
|
$ |
(6,037 |
) |
|
|
232 |
% |
|
Investing activities |
|
|
(5,223 |
) |
|
|
(7,879 |
) |
|
|
2,656 |
|
|
|
-34 |
% |
|
Financing activities |
|
|
14,139 |
|
|
|
11,648 |
|
|
|
2,491 |
|
|
|
21 |
% |
|
Effect of foreign currency translation on cash flow |
|
|
(40 |
) |
|
|
(4 |
) |
|
|
(37 |
) |
|
|
900 |
% |
|
Net increase in cash and cash equivalents |
|
$ |
236 |
|
|
$ |
1,163 |
|
|
$ |
(927 |
) |
|
|
(80 |
)% |
| 21 |
| 22 |
| 23 |
|
Exhibit Number |
|
Description |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
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 (embedded within the Inline XBRL document) |
|
# |
Incorporated by reference to the same exhibit number in the Company’s Registration Statement No. 333-260931, filed with the Securities and Exchange Commission on April 20, 2022. |
|
## |
Incorporated by reference to the same exhibit number in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2022. |
|
† |
Portions of this exhibit have been omitted. |
|
* |
Filed herewith |
|
** |
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. |
|
*** |
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections. |
| 24 |
|
|
TENON MEDICAL, INC. |
|
|
|
|
Dated: November 10, 2022 |
/s/ Steven M. Foster |
|
|
Steven M. Foster |
|
|
Chief Executive Officer and President, Director |
|
|
(Principal Executive Officer) |
|
|
|
|
Dated: November 10, 2022 |
/s/ Steven Van Dick |
|
|
Steven Van Dick |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
| 25 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECTUIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven Foster, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Tenon Medical, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 10, 2022 | By: | /s/ Steven Foster |
| Name: | Steven Foster | |
| Title: | Chief Executive Officer and President | |
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven Van Dick, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Tenon Medical, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 10, 2022 | By: | /s/ Steven Van Dick |
| Name: | Steven Van Dick | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
| (Principal Accounting Officer) |
EXHIBIT 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
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Steven Foster, the Chief Executive Officer and President of Tenon Medical, Inc. (the “Company”), hereby certify, that, to my knowledge:
1. The Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Report”) of the Company fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: November 10, 2022 | By: | /s/ Steven Foster |
| Name: | Steven Foster | |
| Title: | Chief Executive Officer and President | |
| (Principal Executive Officer) |
EXHIBIT 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
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Steven Van Dick, the Chief Financial Officer of Tenon Medical, Inc. (the “Company”), hereby certify, that, to my knowledge:
1. The Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Report”) of the Company fully complies with the requirements of Section 13(a)/15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: November 10, 2022 | By: | /s/ Steven Van Dick |
| Name: | Steven Van Dick | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
| (Principal Accounting Officer) |