SecProbe.io

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.