October 25, 2024

Steven M. Foster
Chief Executive Officer and President
Tenon Medical, Inc.
104 Cooper Court
Los Gatos, CA 95032

       Re: Tenon Medical, Inc.
           Registration Statement on Form S-1
           Filed October 17, 2024
           File No. 333-282704
Dear Steven M. Foster:

       We have conducted a limited review of your registration statement and
have the
following comment(s).

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1.     We note your disclosure on the cover page that the selling stockholder
may sell its
       shares through underwriters, agents or broker-dealers on terms to be
determined at the
       time of sale. Please confirm your understanding that the retention by a
selling
       stockholder of an underwriter would constitute a material change to your
plan of
       distribution requiring a post-effective amendment. Refer to your
undertaking provided
       pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Exhibits

2.     Please revise your registration statement to file the warrant exercise
inducement letter
       agreement dated September 16, 2024 entered into between Tenon Medical
and
       Armistice Capital.
 October 25, 2024
Page 2

3.     We note the consent of Haskell & White LLP filed as Exhibit 23.1 is not
signed.
       Please revise your registration statement to file a signed consent from
Haskell
       & White LLP.
General

4.     Given the nature of your offering, including the size of the transaction
relative to the
       number of outstanding shares held by non-affiliates, it appears that the
transaction
       may be an indirect primary offering on behalf of the registrant. Please
provide us with
       a detailed legal analysis of your basis for determining that it is
appropriate to
       characterize the transaction as a secondary offering under Securities
Act Rule
       415(a)(1)(i). For guidance, please see Securities Act Rules Compliance
and
       Disclosure Interpretations Question 612.09.
5.     We note your disclosure that on September 9, 2024, you received a
written notice
       from the listing qualifications staff of The Nasdaq Stock Market
indicating that you
       are not in compliance with the minimum 500,000 publicly held shares
requirement
       pursuant to Nasdaq Listing Rule 5550(a)(4), and that you have until
October 24, 2024
       to provide Nasdaq with a specific plan to regain compliance with this
minimum float
       requirement. Please revise your registration statement to disclose your
noncompliance
       with the minimum float requirement, as well as any noncompliance with
any other
       Nasdaq continued listing requirements, and the risk to investors
stemming from your
       noncompliance, and discuss any updates regarding your specific plan to
regain
       compliance, including whether such plan was provided to Nasdaq on or
prior to
       October 24, 2024.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at
202-551-7153
with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Industrial Applications and
                                                            Services
cc:   Jeffrey P. Wofford, Esq.