United States securities and exchange commission logo





                             September 27, 2021

       Richard Ferrari
       Executive Chairman of the Board
       Tenon Medical, Inc.
       104 Cooper Court
       Los Gatos, CA 95032

                                                        Re: Tenon Medical, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted August
30, 2021
                                                            CIK No. 0001560293

       Dear Mr. Ferrari:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Market Data, page 4

   1.                                                   We note your statement
here that the industry data used throughout the prospectus "has
                                                        been obtained from
sources believed to be reliable, but the accuracy and completeness of
                                                        such information is not
guaranteed." We also note your statements that "third-party
                                                        projections may be
overstated and should not be given undue weight," that "[you] have
                                                        not independently
verified any of the data from third party sources" and that "internal
                                                        surveys, industry
forecasts and market research [...] have not been independently
                                                        verified." These
statements appear to imply a disclaimer of responsibility for this
                                                        information in the
prospectus. Please either delete these statements or specifically state
                                                        that you are liable for
the information related to the market and industry data.
 Richard Ferrari
Tenon Medical, Inc.
September 27, 2021
Page 2
Prospectus Summary, page 4

2.       The disclosure in the summary should be a balanced presentation of
your business. Please
         balance the description of your strengths with equally prominent
disclosure of the
         challenges you face and the risks and limitations that could harm your
business or inhibit
         your strategic plans. For example, but without limitation, balance
your discussion of the
         market opportunity and your commercial launch of The CATAMARAN with a
discussion
         of your history of losses since inception and your expectation to
incur losses in the future.
The Opportunity, page 4

3.       We note your disclosure on page 70 that based on market research and
internal estimates,
         Tenon believes the potential market for surgical intervention of the
SI-Joint to be 279,000
         procedures annually in the United States. Please include this
disclosure, if true, in this
         section in order to make your market opportunity disclosure more
concrete.
Commercialization, page 7

4.       We note your disclosure here and on page 73 that "[t]he CATAMARAN
System is a
         singular implant designed with several proprietary components which
allow for the    One
         and Done    feature of the implant." Please expand your disclosure to
describe in greater
         detail the "One and Done" feature and to explain why this is a
differentiating feature of
         the implant.
Common stock to be outstanding after the offering, page 13

5.     We note your disclosure in footnote 2. Please revise this footnote to:
           clarify when SpineSource, Inc's entitlement to maintain a 3%
ownership interest in
          the company on a fully diluted basis ends;
           indicate the number of shares of common stock issuable upon the
conversion of any
          outstanding shares of your Series A Preferred Stock, we note in this
regard your
          disclosure on page II-2 that the company issued 2,550,763 shares of
Series A
          Preferred Stock to an accredited investor;
           tell us why the number of outstanding shares to be outstanding after
the offering does
          not include the 491,222 shares of your common stock that may be
issued prior to the
          closing of this offering as a result of the conversion of your Series
B Preferred Stock
          or revise your disclosure as appropriate;
           indicate that this number excludes the shares issuable under your
equity incentive
          plan, including the shares issuable under the one-time option grant
to Steven Foster to
          maintain his ownership position at 4% of the fully diluted
outstanding equity of the
          company; and
FirstName
           LastNameRichard      Ferrariexcludes the shares that would be
issuable upon exercise of
          indicate that this number
Comapany the
          NameTenon     Medical,
              underwriters'       Inc. and from any other source of dilution to
investors in this
                             warrants
          offering
September 27, 2021including
                    Page 2 those indicated on page 51.
FirstName LastName
 Richard Ferrari
FirstName LastNameRichard Ferrari
Tenon Medical,  Inc.
Comapany 27,
September  NameTenon
               2021   Medical, Inc.
September
Page 3    27, 2021 Page 3
FirstName LastName
Risk Factors
The results of our future clinical trials may not support our product candidate
claims or may
result in the discovery of adverse side effect, page 37

6.       We note your reference here to your "anticipated clinical trials." We
also note your
         disclosure in your Use of Proceeds on page 50 stating that you intend
to use the net
         proceeds of this offering to, among other things, initiate clinical
studies. To the extent
         that you have anticipated clinical trials that are material to your
business, please describe
         these trials and their status of development in your Business section
including providing
         the number of participants, the primary and secondary endpoints and
any statistical
         analysis that will be done.
Our failure to maintain effective internal controls over financial reporting
could have an adverse
impact on us, page 46

7.       We note that you have identified certain material weaknesses in your
internal control over
         financial reporting. Please expand your disclosure to explain in
further detail what
         these material weaknesses relate to and the reasons for each error or
misapplication of
         accounting. Please also revise this text so that it gives investors a
concise, concrete
         description of the condition that poses a risk. Also, expand your
discussion of the
         remedial steps being taken by management to describe the remediation
plan, including the
         estimated time period to execute your remediation plan.
Our certificate of incorporation will designate the Court of Chancery of the
State of Delaware as
the exclusive forum, page 48

8.       We note your disclosure here does not appear to be consistent with
your disclosure on
         page 99. For example, your disclosure on page 99 indicates that your
certificate of
         incorporation provides that the exclusive forum provision does not
apply to claims arising
         under federal securities laws. Your disclosure here, however,
indicates that the Court of
         Chancery of the State of Delaware shall be the exclusive forum for any
action, including
         any derivative action. In addition to correcting your disclosure for
this apparent
         inconsistency, please clearly disclose whether your exclusive forum
provision will apply
         to actions arising under the Securities Act or Exchange Act. In that
regard, we note that
         Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
         to enforce any duty or liability created by the Exchange Act or the
rules and regulations
         thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal
         and state courts over all suits brought to enforce any duty or
liability created by
         the Securities Act or the rules and regulations thereunder. If the
provision applies
         to Securities Act claims, please also revise your disclosure to state
that there is uncertainty
         as to whether a court would enforce such provision and that investors
cannot waive
         compliance with the federal securities laws and the rules and
regulations thereunder. If
         this provision does not apply to actions arising under the Securities
Act or Exchange Act,
         please also ensure that the exclusive forum provision in the governing
document states
 Richard Ferrari
FirstName LastNameRichard Ferrari
Tenon Medical,  Inc.
Comapany 27,
September  NameTenon
               2021   Medical, Inc.
September
Page 4    27, 2021 Page 4
FirstName LastName
         this clearly, or tell us how you will inform investors in future
filings that the provision
         does not apply to any actions arising under the Securities Act or
Exchange Act. Your
         Amended and Restated Certificate of Incorporation, which is currently
exhibit 3.1, does
         not appear to clearly state the exclusive forum provision as described
in your disclosure.
         Please ensure that your disclosure on the exclusive forum provision
and the provision in
         your governing document are in alignment.
9.       Please revise this risk factor to disclose that there is also a risk
that your exclusive forum
         provision may result in increased costs for investors to bring a
claim.
Use of Proceeds, page 50

10.      Please revise this section to provide more specific detail regarding
the use of the funds to
         be allocated to initiating clinical studies as well as to the
development, sales and
         marketing of your technology, including reference to the specific
technologies or products
         for which you intend to initiate clinical studies and to how far into
clinical studies as well
         as how far into the development, sales and marketing of your
technology the proceeds will
         enable you to reach, as applicable.
11.      We note your disclosure in the third and fourth paragraphs on page 61
regarding the notes
         that will be due upon the earlier of a capital increase or December
31, 2021. If your
         public offering will trigger the payment of these notes, please tell
us whether it would be
         appropriate to include the payment of these notes as a use of proceeds
from your offering,
         including the disclosures required by Instruction 4 to Item 504 of
Regulation S-K.
Capitalization, page 52

12.      We note your capitalization table is not mathematically accurate with
respect to total
         capitalization. Please revise. Cash should also not be included as a
component of your
         capitalization. Please also explain to us how you considered whether
the pro forma
         capitalization should reflect the contingency related to the
contingent beneficial
         conversion feature of the convertible promissory notes disclosed in
Note 4 on pages F-13
         and F-32. We reference the guidance in ASC 470-20-35-1.
13.      Please reconcile your disclosure in clause (ii) of the second bullet
point of this section to
         reconcile your disclosure regarding the conversion of all outstanding
shares of your
         convertible preferred stock into 2,290,127 shares of common stock in
connection with the
         closing of this offering, with your disclosure elsewhere that the
Series B preferred stock is
         convertible into 491,222 shares of common stock.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies, Significant Judgments, and Use of Estimates
Determining Fair Value of Stock Options, page 64

14.      Please revise to disclose the material assumptions used in the income
approach and market
         approach to estimate your enterprise value, the assumptions used in
the Option Pricing
 Richard Ferrari
FirstName LastNameRichard Ferrari
Tenon Medical,  Inc.
Comapany 27,
September  NameTenon
               2021   Medical, Inc.
September
Page 5    27, 2021 Page 5
FirstName LastName
         and Probability Weighted Expected Return methods, and the discount for
lack of
         marketability. Please also disclose the weighting of each of the
methodologies.
15.      Once you have an estimated offering price or range, please explain the
reasons for any
         differences between the recent valuations of your common stock leading
up to the initial
         public offering and the estimated offering price. This information
will help facilitate our
         review of your accounting for equity issuances including stock
compensation and
         beneficial conversion features. Please discuss with the staff how to
submit your response.
Business, page 67

16.      Please include disclosure in the Business section to include the
material terms of
         the master services agreement with Phoenix DeVentures, Inc. We refer
to your disclosure
         on page II-8 where you indicate this agreement will be filed as
exhibit 10.18, but did not
         note any further references in the prospectus.
Sales and Marketing, page 76

17.      We note your disclosure in a risk factor on page that "[you] have
entered into a consulting
         agreement with a surgeon, that is also a customer" and that "[you]
anticipate entering into
         additional agreements with surgeons who use [y]our product as [you]
launch [y]our
         product." You also state that "[you] also may enter into co-marketing
arrangements with
         surgeons who use [y]our product." We further note your disclosure on
page 72 that you
         currently sell The CATAMARAN System to a limited number of "surgeon
advisors" to
         develop the product for a commercial launch. Please expand your
discussion of your sales
         and marketing efforts here to explain how these agreements with
surgeons are part of
         these efforts and to expand upon the nature of these agreements. To
the extent you are
         substantially dependent on any such agreement, file the agreement as
an exhibit.
         Alternatively, provide an analysis supporting your determination the
agreements are not
         required to be filed pursuant to Item 601(b)(10)(B)(ii) of Regulation
S-K. We also note
         your disclosure on page 9 that you appointed SpineSource as your
exclusive sales
         representative for marketing, sales, and support for The CATAMARAM
System in the
         United States and Puerto Rico. Please clarify whether these consulting
agreements or co-
         market arrangements conflict with your exclusive agreement with
SpineSource.
Intellectual Property, page 78

18.      We note your disclosure of your issued and pending patents. Please
revise to disclose for
         each material patent and patent application the specific technology to
which such patent or
         patent applications relate, the type of patent protection and the
expiration dates.
Manufacturing and Supply, page 83

19.      Please expand your disclosure here to discuss your sources and
availability
         of raw materials and the names of any principal suppliers. See Item
101(h)(4)(v) of
         Regulation S-K.
 Richard Ferrari
Tenon Medical, Inc.
September 27, 2021
Page 6
Management, page 84

20.   We note your disclosure that Frank Fischer, Ivan Howard and Rob Weigle
have agreed to
      be directors prior to the closing of your offering. Please file the
consent of these director
      nominees to be named in your registration statement as an exhibit. Refer
to Securities Act
      Rule 438. Please also provide the disclosures required by Item 401 and
Item 403(b) of
      Regulation S-K for each of these director nominees.
Board Compensation, page 91

21.   Please file the consulting agreement with Mr. Richard Ferrari as an
exhibit. Refer
      to Item 601(b)(10)(ii) of Regulation S-K.
Principal Stockholders, page 91

22.   Please ensure that you have identified the natural persons who are the
beneficial owners of
      the shares held by each entity identified in your table.
General

23.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
        You may contact Jeanne Bennett at (202) 551-3606 or Terence O'Brien at
(202) 551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jessica Ansart at (202) 551-4511 or Tim Buchmiller at
(202) 551-
3635 with any other questions.



                                                            Sincerely,
FirstName LastNameRichard Ferrari
                                                            Division of
Corporation Finance
Comapany NameTenon Medical, Inc.
                                                            Office of Life
Sciences
September 27, 2021 Page 6
cc:       Jeffrey P. Wofford, Esq.
FirstName LastName