SEC Comment Letter 0000000000-24-009605 to Tenon Medical, Inc. (TNON)
Tenon Medical, Inc.
Date: Aug. 22, 2024 · CIK: 0001560293 · Accession: 0000000000-24-009605
AI Filing Summary & Sentiment
File numbers found in text: 333-281531
Letter
August 22, 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 August 14, 2024 File No. 333-281531 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 filed August 14, 2024 Use of Proceeds, page 46 1.As this is a best-efforts offering with no minimum investment required, please revise your Use of Proceeds section to include a sensitivity analysis reflecting varying amounts of possible sales ( e.g., 25%, 50%, 75%), to supplement the current 100% presentation. Dilution, page 48 2.As this is a best-efforts offering with no minimum investment required, please also revise your Dilution section to include a sensitivity analysis reflecting varying amounts of possible sales ( e.g., 25%, 50%, 75%, 100%) rather than a single presentation. 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.
August 22, 2024 Page 2 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 Conlon Danberg at 202-551-4466 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.
Show Raw Text
August 22, 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 August 14, 2024
File No. 333-281531
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 filed August 14, 2024
Use of Proceeds, page 46
1.As this is a best-efforts offering with no minimum investment required, please revise your
Use of Proceeds section to include a sensitivity analysis reflecting varying amounts of
possible sales ( e.g., 25%, 50%, 75%), to supplement the current 100% presentation.
Dilution, page 48
2.As this is a best-efforts offering with no minimum investment required, please also revise
your Dilution section to include a sensitivity analysis reflecting varying amounts of
possible sales ( e.g., 25%, 50%, 75%, 100%) rather than a single presentation.
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.
August 22, 2024
Page 2
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 Conlon Danberg at 202-551-4466 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.