{"url_path":"/sec/tnon/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 EXHIBITS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1560293/0001213900-26-057695-index.html","accession_number":"0001213900-26-057695","cik":"0001560293","ticker":"TNON","issuer_name":"Tenon Medical, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1560293/0001213900-26-057695-index.html","primary_entity_key":"0001560293","primary_entity_name":"Tenon Medical, Inc."},"word_count":1918,"has_tables":true,"body_markdown":"ITEM 6. EXHIBITS\n\n \n\nEXHIBIT INDEX\n\n \n\nExhibit\n\nNumber\n\n \nDescription\n\n3.1\n \n[Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to exhibit 3.1 to the Registrant’s Registration Statement on Form S-3 No. 333-271648, filed on May 4, 2023)](https://www.sec.gov/Archives/edgar/data/1560293/000157587223000672/cm307_ex3-1.htm)\n\n3.2\n \n[Certificate of Correction to Second Amended and Restated Certificate of Incorporation of the Registrant, filed on October 25, 2023](https://www.sec.gov/Archives/edgar/data/1560293/000121390025097880/ea026057901ex4-2_tenon.htm) [(incorporated by reference to exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000121390025097880/ea026057901ex4-2_tenon.htm)\n\n3.3\n \n[Amendment to Certificate of Incorporation - Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant, filed on November 1, 2023 (incorporated by reference to exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 7, 2023)](http://www.sec.gov/Archives/edgar/data/1560293/000121390023084331/ea187680ex3-1_tenonmed.htm)\n\n3.4\n \n[Amendment to Certificate of Incorporation - Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant, filed on September 4, 2024 (incorporated by reference to exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025097880/ea026057901ex4-4_tenon.htm)\n\n3.5\n \n[Certificate of Designations, Rights and Preferences for Series A Preferred Stock of the Registrant, filed on February 20, 2024 (incorporated by reference to exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)](http://www.sec.gov/Archives/edgar/data/1560293/000121390024016218/ea0200461ex10-2_tenonmed.htm)\n\n3.6\n \n[Amendment to Certificate of Designations, Rights and Preferences for Series A Preferred Stock, filed on September 5, 2024 (incorporated by reference to exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025097880/ea026057901ex4-6_tenon.htm)\n\n3.7\n \n[Certificate of Designations, Rights and Preferences for Series B Preferred Stock, filed on September 5, 2024 (incorporated by reference to exhibit 4.7 to the Registrant’s Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025097880/ea026057901ex4-7_tenon.htm)\n\n3.8\n \n[Bylaws of the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-260931, filed on April 20, 2022)](https://www.sec.gov/Archives/edgar/data/1560293/000157587221000314/tm005_ex3-2.htm)\n\n4.1#\n \n[Tenon Medical Inc., 2022 Equity Incentive Plan (incorporated by reference to exhibit 10.30 to the Registrant’s Registration Statement S-1/A No. 333-260931, filed on April 20, 2022)](https://www.sec.gov/Archives/edgar/data/1560293/000157587222000257/cm042_ex10-30.htm)\n\n4.2#\n \n[Amendment to Tenon Medical, Inc. 2022 Equity Incentive Plan, dated as of July 23, 2024 (incorporated by reference to exhibit 4.10 to the Registrant’s Registration Statement on Form S-8 No. 333-293417, filed on February 12, 2026)](https://www.sec.gov/Archives/edgar/data/1560293/000121390026015556/ea027550101ex4-10_tenon.htm)\n\n4.3#\n \n[Amendment to Tenon Medical, Inc. 2022 Equity Incentive Plan, dated as of September 18, 2025 (incorporated by reference to exhibit 4.10 to the Registrant’s Registration Statement on Form S-8 No. 333-290808, filed on October 10, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025097880/ea026057901ex4-10_tenon.htm)\n\n4.4\n \n[Form of Representative’s Warrant in connection with the Registrant’s Initial Public Offering (incorporated by reference to exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A No. 333-260931, filed on April 15, 2022)](http://www.sec.gov/Archives/edgar/data/1560293/000157587222000273/cm046_ex4-1.htm)\n\n4.5\n \n[Form of publicly traded Warrant issued on June 16, 2023 (incorporated by reference to exhibit 4.1 to the Registrant’s Registration Statement No. 333-272488, filed on June 7, 2023)](https://www.sec.gov/Archives/edgar/data/1560293/000157587223000907/cm334_ex4-1.htm)\n\n4.6\n \n[Form of Warrant Agency Agreement between the Company and VStock Transfer, LLC (incorporated by reference to exhibit 4.3 to the Registrant’s Registration Statement No. 333-272488, filed on June 7, 2023)](https://www.sec.gov/Archives/edgar/data/1560293/000157587223000907/cm334_ex4-3.htm)\n\n4.7\n \n[Form of Warrant issued to investors on November 21, 2023 (incorporated by reference to exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on November 28, 2023)](https://www.sec.gov/Archives/edgar/data/1560293/000121390023090625/ea189166ex10-3_tenonmed.htm)\n\n4.8\n \n[Form of Warrant issued to investors in the Series A Preferred Stock offering on February 20, 2024 (incorporated by reference to exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)](https://www.sec.gov/Archives/edgar/data/1560293/000121390024016218/ea0200461ex10-3_tenonmed.htm)\n\n4.9\n \n[Form of Warrant issued to the investors in the Series B Preferred Stock offering (incorporated by reference to exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on September 6, 2024)](https://www.sec.gov/Archives/edgar/data/1560293/000121390024076559/ea021378501ex10-3_tenon.htm)\n\n4.10\n \n[Form of Series A Warrants issued in September 2024 (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on September 16, 2024)](http://www.sec.gov/Archives/edgar/data/1560293/000121390024078903/ea021469401ex4-1_tenon.htm)\n\n4.11\n \n[Form of Series B Warrants issued in September 2024 (incorporated by reference to exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on September 16, 2024)](http://www.sec.gov/Archives/edgar/data/1560293/000121390024078903/ea021469401ex4-2_tenon.htm)\n\n \n\n25\n\n \n\n \n\n4.12\n \n[Form of Series C-1 Warrant (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025023304/ea023406501ex4-1_tenon.htm)\n\n4.13\n \n[Form of Series C-2 Warrant (incorporated by reference to exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025023304/ea023406501ex4-2_tenon.htm)\n\n4.14\n \n[Form of Common Warrants, issued on March 26, 2025 (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on March 27, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000101376225003341/ea023583101ex4-1_tenon.htm)\n\n4.15\n \n[Form of Pre-Funded Warrants issued on March 26, 2025 (incorporated by reference to exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on March 27, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000101376225003341/ea023583101ex4-2_tenon.htm)\n\n4.16\n \n[Form of Common Warrants, issued on March 27, 2025 (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on March 28, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000101376225004228/ea023601601ex4-1_tenon.htm)\n\n4.17\n \n[Form of Pre-Funded Warrants issued on March 27, 2025 (incorporated by reference to exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on March 28, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000101376225004228/ea023601601ex4-2_tenon.htm)\n\n4.18\n \n[Form of Common Stock Purchase Warrant, dated November 13, 2025 (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on November 17, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000121390025111522/ea026574601ex4-1_tenon.htm)\n\n4.19\n \n[Form of Senior Convertible Promissory Notes, dated March 11, 2026 (incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on March 17, 2026)](http://www.sec.gov/Archives/edgar/data/1560293/000121390026028569/ea028193701ex4-1.htm)\n\n10.1#\n \n[Employment Agreement dated June 1, 2021 between Steven M. Foster and the Registrant (incorporated by reference to exhibit 10.15 the Registrant’s Registration Statement on Form S-1 No. 333-260931, filed on November 10, 2021)](http://www.sec.gov/Archives/edgar/data/1560293/000157587221000314/tm005_ex10-15.htm)\n\n10.2#\n \n[Employment Agreement dated June 1, 2021 between Richard Ginn and the Registrant (incorporated by reference to exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 No. 333-260931, filed on November 10, 2021)](https://www.sec.gov/Archives/edgar/data/1560293/000157587221000314/tm005_ex10-16.htm)\n\n10.3#\n \n[Consulting Agreement dated May 7, 2021 by and between Richard Ferrari and the Registrant (incorporated by reference to exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 No. 333-260931, filed on November 10, 2021)](https://www.sec.gov/Archives/edgar/data/1560293/000157587221000314/tm005_ex10-17.htm)\n\n10.4#\n \n[Offer Letter dated as of August 16, 2024, issued by the Company to Kevin Williamson (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on August 27, 2024)](https://www.sec.gov/Archives/edgar/data/0001560293/000121390024072982/ea021231601ex10-1_tenon.htm)\n\n10.5\n \n[Form of Securities Purchase Agreement between the Registrant and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on July 28, 2023)](https://www.sec.gov/Archives/edgar/data/1560293/000121390023060873/ea182353ex10-1_tenonmed.htm)\n\n10.6\n \n[Form of Securities Purchase Agreement entered into between the Registrant and investors in the Series A Preferred Stock (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on February 22, 2024)](https://www.sec.gov/Archives/edgar/data/1560293/000121390024016218/ea0200461ex10-1_tenonmed.htm)\n\n10.7\n \n[Form of Securities Purchase Agreement entered into between the Registrant and investors in the November 2023 Notes (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 28, 2023)](https://www.sec.gov/Archives/edgar/data/1560293/000121390023090625/ea189166ex10-1_tenonmed.htm)\n\n10.8\n \n[Form of Securities Purchase Agreement entered into between the Registrant and investors in the Series B Preferred Stock financing (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on September 6, 2024)](https://www.sec.gov/Archives/edgar/data/1560293/000121390024076559/ea021378501ex10-1_tenon.htm)\n\n10.9\n \n[Form of Inducement Letter, dated September 16, 2024 (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on September 16, 2024)](https://www.sec.gov/Archives/edgar/data/0001560293/000121390024078903/ea021469401ex10-1_tenon.htm)\n\n10.10\n \n[Form of Inducement Letter, dated March 11, 2025 (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 12, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025023304/ea023406501ex10-1_tenon.htm)\n\n10.11\n \n[Placement Agency Agreement, dated March 25, 2025, by and between Tenon Medical, Inc. and A.G.P./Alliance Global Partners, LLC (incorporated by reference to exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed on March 27, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000101376225003341/ea023583101ex1-1_tenon.htm)\n\n10.12\n \n[Form of Securities Purchase Agreement, dated as of March 25, 2025, by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 27, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000101376225003341/ea023583101ex10-1_tenon.htm)\n\n10.13\n \n[Placement Agency Agreement, dated March 25, 2025, by and between Tenon Medical, Inc. and A.G.P./Alliance Global Partners, LLC (incorporated by reference to exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed on March 28, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000101376225004228/ea023601601ex1-1_tenon.htm)\n\n10.14\n \n[Form of Securities Purchase Agreement, dated as of March 25, 2025, by and between the Company and the purchasers listed on the signature pages thereto (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 28, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000101376225004228/ea023601601ex10-1_tenon.htm)\n\n \n\n26\n\n \n\n \n\n10.15\n \n[Asset Purchase Agreement between Tenon Medical Inc. and SiVantage Inc., dated August 1, 2025 (incorporated by reference to exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on August 7, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000121390025072781/ea025200701ex2-1_tenon.htm)\n\n10.16\n \n[Asset Purchase Agreement between Tenon Medical Inc. and SIMPL Medical, LLC, dated August 1, 2025 (incorporated by reference to exhibit 2.2 to the Registrant’s Current Report on Form 8-K, filed on August 7, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025072781/ea025200701ex2-2_tenon.htm)\n\n10.17#\n \n[Form of Employment Agreement between Tenon Medical Inc. and Wyatt Geist, dated August 1, 2025 (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on August 7, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025072781/ea025200701ex10-1_tenon.htm)\n\n10.18#\n \n[Form of Employment Agreement between Tenon Medical Inc. and Nate Grawey, dated August 1, 2025 (incorporated by reference to exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on August 7, 2025)](https://www.sec.gov/Archives/edgar/data/1560293/000121390025072781/ea025200701ex10-2_tenon.htm)\n\n10.19\n \n[Form of Securities Purchase Agreement, dated November 10, 2025, between Tenon Medical Inc. and Purchasers (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 17, 2025)](http://www.sec.gov/Archives/edgar/data/1560293/000121390025111522/ea026574601ex10-1_tenon.htm)\n\n10.20\n \n[Form of Securities Purchase Agreement, dated March 11, 2026, between Tenon Medical, Inc. and Purchasers (incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 17, 2026)](http://www.sec.gov/Archives/edgar/data/1560293/000121390026028569/ea028193701ex10-1.htm)\n\n19.1\n \n[Insider Trading Policy (incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 29, 2024)](https://www.sec.gov/Archives/edgar/data/1560293/000121390024028010/ea020108301ex19-1_tenonmed.htm)\n\n21.1\n \n[List of Subsidiaries of the Registrant (incorporated by reference to the Registrant’s Registration Statement No. 333-281531, filed on September 9, 2024)](https://www.sec.gov/Archives/edgar/data/1560293/000121390024076697/ea021356601ex21-1_tenon.htm)\n\n31.1*\n \n[Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer and President of Tenon Medical, Inc.](ea028916401ex31-1.htm)\n\n31.2*\n \n[Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Tenon Medical, Inc.](ea028916401ex31-2.htm)\n\n32.1**\n \n[Section 1350 Certification of the President and Chief Executive Officer of Tenon Medical, Inc.](ea028916401ex32-1.htm)\n\n32.2**\n \n[Section 1350 Certification of the Chief Financial Officer of Tenon Medical, Inc.](ea028916401ex32-2.htm)\n\n101.INS*\n \nInline XBRL Instance Document\n\n101.SCH*\n \nInline XBRL Taxonomy Extension Schema Document\n\n101.CAL*\n \nInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n101.DEF*\n \nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n101.LAB*\n \nInline XBRL Taxonomy Extension Label Linkbase Document\n\n101.PRE*\n \nInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n#Denotes management compensation plan, agreement or arrangement\n\n  \n\n*Filed herewith\n\n  \n\n**Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange\nAct, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration\nstatement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically\nstated in such filing.\n\n \n\n27\n\n \n\n \n\nSIGNATURES\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.\n\n \n\n \nTENON MEDICAL, INC.\n\n \n \n\nDated: May 15, 2026\n*/s/ Steven M. Foster*\n\n \nSteven M. Foster\n\n \nChief Executive Officer and President, Director\n\n(Principal Executive Officer)\n\n \n \n\nDated: May 15, 2026\n*/s/ Kevin Williamson*\n\n \nKevin Williamson\n\n \nChief Financial Officer\n\n(Principal Financial and Accounting Officer)\n\n \n\n28"}