As filed with the Securities and Exchange Commission on February 9, 2023

Registration No. 333-269653

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

To

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Tenon Medical, Inc.

(Exact name of registrant as specified in its charter)

Delaware	3841	45-5574718
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

104 Cooper Court

Los Gatos, CA 95032

(408) 649-5760

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Steven M. Foster

Chief Executive Officer and President

Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

(408) 649-5760

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

	Barry Grossman, Esq.
	Sarah Williams, Esq.
Ross D. Carmel, Esq.	Matthew Bernstein, Esq.
Jeffrey P. Wofford, Esq.	Ellenoff Grossman & Schole LLP
Carmel, Milazzo & Feil LLP	1345 Avenue of the Americas
55 West 39th Street, 18th Floor	New York, New York
New York, New York 10018	Telephone: (212) 370-1300
Telephone: (212) 658-0458

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ☒	Smaller reporting company x
	Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

 EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-269653) is filed solely as an exhibits-only filing. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted. 

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits:

EXHIBIT INDEX

Exhibit No.	Description
1.1	Form of Underwriting Agreement.
3.1*	Amended and Restated Certificate of Incorporation of the Registrant.
3.2*	Bylaws of The Registrant.
3.3*	Amendment to Certificate of Incorporation of the Registrant.
3.4*	Amendment to Certificate of Incorporation of the Registrant.
3.5*	Amendment to Certificate of Incorporation of the Registrant.
3.6*	Amendment to Certificate of Incorporation of the Registrant.
3.7*	Amendment to Certificate of Incorporation of the Registrant.
3.8*	Amendment to Certificate of Incorporation of the Registrant.
4.1	Form of Warrant.
4.2	Form of Pre-funded Warrant.
5.1	Opinion of Counsel to Registrant.
10.1*	Employment Agreement dated June 1, 2021 between Steven M. Foster and the Registrant.
10.2*	Employment Agreement dated June 1, 2021 between Richard Ginn and the Registrant.
10.3*	Consulting Agreement dated May 7, 2021 by and between Richard Ferrari and the Registrant.
10.4*	Employment Agreement dated June 1, 2021 between Steven Van Dick and the Registrant.
10.5*	Agreement and Consent of Director Nominee dated October 8, 2021 from Frank Fischer.
10.6*	Agreement and Consent of Director Nominee dated October 8, 2021 from Ivan Howard.
10.7*	Agreement and Consent of Director Nominee dated October 8, 2021 from Stephen H. Hochschuler.
10.8*	Agreement and Consent of Director Nominee dated October 8, 2021 from Robert Weigle.
10.9*	Exchange Agreement dated as of October 27, 2021 among Zuhlke Ventures AG, Tenon Technology AG and the Registrant.
10.10*	Tennon Medical 2022 Equity Incentive Plan.
10.11*	Exchange Agreement dated October 28, 2021 between the Registrant, Zuhlke Ventures AG and Tenon Technology AG.
10.12*	IP Sale and Purchase Agreement dated January 21, 2022 between the Registrant and Tenon Technology AG
10.13	Form of Warrant Agency Agreement.
21.1*	List of Subsidiaries of the Registrant.
23.1*	Consent of Armanino, LLP, dated February 8, 2023.
23.2	Consent of Counsel to Registrant (included in Exhibit 5.1).
107*	Filing Fees.

* Previously filed.

(b) Financial Statement Schedules: All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements and the related notes.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on February 9, 2023.

TENON MEDICAL, INC.
By:	/s/Steven M. Foster
	Steven M. Foster
	Chief Executive Officer and President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/Steven M. Foster	Chief Executive Officer and President, Director	February 9, 2023
Steven M. Foster	(Principal Executive Officer)
/s/Richard Ginn	Chief Technology Officer and Director	February 9, 2023
Richard Ginn
/s/Steven Van Dick	Chief Financial Officer	February 9, 2023
Steven Van Dick	(Principal Financial and Accounting Officer)
/s/Richard Ferrari	Director	February 9, 2023
Richard Ferrari
/s/Ivan Howard	Director	February 9, 2023
Ivan Howard
/s/Frank Fischer	Director	February 9, 2023
Frank Fischer
/s/Robert K. Weigle	Director	February 9, 2023
Robert K. Weigle
/s/Stephen H. Hochschuler, M.D	Director	February 9, 2023
Stephen H. Hochschuler, M.D

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