Item 1.01. Entry into a Material Definitive Agreement
OnJuly 21, 2022 ,Tenon Medical, Inc. (the " Company ") entered into a Settlement Agreement and General Release of All Claims (the " Settlement Agreement ") withKey Medical, Inc. (" Key Medical ") and Kal Mentak (the " Claimant ") to settle all claims and counterclaims inAAA Case No . 01-21-0016-3950 (the " Action "), an arbitration claim filed by the Claimant before theAmerican Arbitration Association (the "AAA ") alleging breach of contract and other claims against the Company, in connection with claims related to Key Medical and Claimant's consulting and/or employment relationship with the Company. Pursuant to the Settlement Agreement, he Company has agreed to (i) pay Key Medical the total gross sum of one million two hundred thousand dollars ($1,200,000 ) (the " Payment ") and (ii) completely release and forever discharge Key Medical and Claimant and his respective heirs, family members, executors, agents, and assigns (collectively, the "Claimant Releasees") from, and not to sue concerning, or in any manner to institute, prosecute, or pursue, any and all claims, rights, demands, actions, obligations, liabilities, attorneys' fees, claims and causes of action of any and every kind, nature and character whatsoever on or beforeJuly 27, 2022 that the Company may now have or has ever had against the Claimant Releases (including claims that are unknown or unanticipated) as further described in the Settlement Agreement (the consideration set forth in clauses (i) and (ii) above is referred to herein as the "Company Settlement Consideration").
In exchange for the Company Settlement Consideration, Key Medical and the Claimant have agreed to release and forever discharge the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, subsidiaries, predecessor and successor corporations, and assigns (collectively, the "Tenon Releasees") from, and agree not to sue concerning, or in any manner to institute, prosecute, or pursue, any and all claims, rights, demands, actions, obligations, liabilities, attorneys' fees, claims and causes of action of any and every kind, nature and character whatsoever, which Key Medical or Claimant may now have or has ever had against the Tenon Releasees (including claims that are unknown or unanticipated) as further described in the Settlement Agreement.
Within five (5) business days of the Company paying the Payment, counsel for
Claimant and the Company shall coordinate to jointly inform
The parties to the Settlement Agreement agreed that its execution and the payment of the Payment or other benefits required by the Settlement Agreement shall not be construed as an admission of wrongdoing or liability by the parties.
The terms of the Settlement Agreement are to be governed by the laws of the
The foregoing summary of the material terms of the Settlement Agreement is not complete and is qualified in its entirety by reference to the text of the Settlement Agreement, a copy of which is filed herewith as Exhibit 10.1, the terms of which are incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Settlement Agreement and General Release of All Claims, by and betweenTenon Medical, Inc. , andKey Medical, Inc. , and Kal Mentak; datedJuly 21, 2022 .
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