Item 1.01. Entry into a Material Definitive Agreement.

On April 26, 2022, Tenon Medical, Inc., a Delaware corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with The Benchmark Company, LLC, as representative of the underwriters named on Schedule 1 thereto (the "Representative"), relating to the Company's initial public offering (the "Offering") of 3,200,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share, at an Offering price of $5.00 per share. Pursuant to the Underwriting Agreement, in exchange for the Representative's firm commitment to purchase the Shares, the Company agreed to sell the Shares to the Representative at a purchase price of $4.65 (93% of the public offering price per Share of $5.00) and issue the underwriters warrants to purchase an aggregate of 96,000 shares of the Company's common stock, which is equal to three percent (3%) of the Shares sold in the Offering, at an exercise price of $5.00, which is equal to 100% of the Offering price. The Representative's warrant may be exercised beginning on April 29, 2022 until April 29, 2027.



The Shares were offered and sold pursuant to the Company's Registration
Statement on Form S-1 (File No. 333-260931), as amended (the "
Registration Statement
"), and filed with the Securities and Exchange Commission (the "
Commission
") and the final prospectus filed with the Commission pursuant to Rule 424(b)(4)
of the Securities Act of 1933, as amended (the "
Securities Act
"). The Registration Statement was declared effective by the Commission on April
26, 2022. The closing of the Offering for the Shares took place on April 29,
2022. Aggregate gross proceeds from the closing will be $
16,000,000
. The Company intends to use the net proceeds from the Offering for
sales and marketing activities, including training clinicians to use the
Company's products and clinical studies, and general corporate purposes,
including working capital,
and creating a public market for its common stock.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The Company's officers and directors, all existing stockholders who held shares of the Company's common stock prior to the initial public offering, all security holders whose securities automatically converted into shares of the Company's common stock on the closing date of the Offering and all stockholders who were issued shares of the Company's common stock on the closing date of the Offering pursuant to anti-dilution provisions in their contracts with the Company have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of the Company's common stock or other securities convertible into or exercisable or exchangeable for shares of its common stock until October 2 6 , 2022 without the prior written consent of the Representative.

The Underwriting Agreement and the warrant issued to the Representative and the warrant issued to Valuable Capital Limited are filed as Exhibits 1.1 ,

4.1

and 4.2, respectively, to this Current Report on Form 8-K (this "Current Report"), and the description of the material terms of the Underwriting Agreement and the underwriters' warrants

are qualified in its entirety by reference to such exhibits.

Item 8.01. Other Events.

On April 26, 2022, the Company issued a press release announcing that it had priced the underwritten public offering described in Item 1.01 of this Current Report. The Company's press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.



On April 29, 2022, the Company issued a press release announcing that it had
closed its underwritten public offering of 3,200,000 shares of common stock, par
value $0.001 per share, at $5.00 per share. The Company received aggregate gross
proceeds from the closing of $
16,000,000
, without deducting underwriting discounts and commissions and fees, and other
estimated offering expenses. The Company's press release is filed as Exhibit
99.2 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.



Exhibit No.   Description

  1.1           Underwriting Agreement dated April 26, 2022.
  4.1           Warrant issued to The Benchmark Company, LLC dated April 26, 2022.
  4.2           Warrant issued to Valuable Capital Limited dated April 26, 2022
  99.1          Press Release dated April 26, 2022.
  99.2          Press Release dated April 29, 2022.

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