SecProbe.io

CORRESP
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 Tenon Medical, Inc.

 104 Cooper Court

 Los Gatos, CA 95032

 April 11, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Tenon Medical, Inc. Request
for Acceleration

 Registration
Statement on Form S-1

 File No. 333-286387

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the " Securities Act "), Tenon Medical, Inc., a Delaware corporation (the " Company "),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-286387)
(the " Registration Statement "), be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on Tuesday,
April 15, 2025, or as soon thereafter as possible.

 In making this acceleration request, the Company
acknowledges that:

 (i)
 should the Securities and Exchange Commission (the " Commission ") or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii)
 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

 (iii)
 the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP, by calling Jeffrey Wofford, Esq. at (646) 876-0618.
We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration
Statement be sent by email to Jeffrey Wofford, Esq. at jwofford@srfc.law.

 Very truly yours,

 By:
 /s/ Steven M. Foster

 Name:
 Steven M. Foster

 Title:
 Chief Executive Officer

 cc: Jeffrey Wofford, Esq., Sichenzia Ross Ference
Carmel LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Steven 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 April 4, 2025
 File No. 333-286387
Dear Steven Foster:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Jeffrey P. Wofford, Esq.
</TEXT>
</DOCUMENT>

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Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

November 7, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

 Re: Tenon Medical, Inc. Request for Acceleration

Registration Statement
on Form S-1

File No. 333-282704

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Tenon Medical, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-282704), as amended (the “Registration
Statement”), be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Friday, November 8, 2024, or as
soon thereafter as possible.

In making this acceleration request, the Company acknowledges
that:

    (i)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP, by calling Jeff P. Wofford, Esq. at (347) 824-8600. We also
respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement
be sent to Jeff P. Wofford, Esq. by email at jwofford@srfc.law.

    Very truly yours,

    By:
    /s/ Steven M. Foster

    Name:
     Steven M. Foster

    Title:
    Chief Executive Officer

 cc: Jeff P. Wofford, Esq., Sichenzia Ross Ference Carmel LLP

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Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

November 4, 2024

VIA EDGAR

Juan Grana and Margaret Sawicki

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Tenon Medical, Inc.

    Registration Statement on Form S-1 filed on October 17, 2024

    File No. 333-282704

Dear Mr. Grana and Ms. Sawicki:

On behalf of Tenon Medical,
Inc. (the “Company,” “we,” “us,” or “our”), this letter responds to comments provided
by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided to the undersigned on October 25, 2024, regarding the Company’s registration statement on Form S-1 filed on October 17,
2024 (the “Registration Statement”).

For your convenience, the
Staff’s comments have been restated below and the Company’s responses are set forth immediately under the restated comments.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement. We have filed Amendment
No. 1 to the Registration Statement (the “Amendment”) with the Commission today.

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.

Response: In
response to this comment, the Company advises the Staff that yes, it understands that the retention by a Selling Stockholder of an underwriter
would constitute a material change to our plan of distribution requiring a post-effective amendment.

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.

Response: In
response to this comment, the Company advises the Staff that it has filed the warrant exercise inducement letter in accordance with the
Staff’s request.

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.

Response: In
response to this comment, the Company advises the Staff that it has updated the consent of Haskell & White LLP in accordance with
the Staff’s request.

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.

Response: We
have considered the factors set forth in Securities Act Rule Compliance and Disclosure Interpretations (“C&DI”) 612.09,
regarding whether a purported secondary offering is really a primary offering in which Selling Stockholder are acting as underwriters
selling on behalf of an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully submits that the Selling Stockholder
is not acting as an underwriter or otherwise as a conduit for the Company and that the resale of the 2,445,700 shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share (“Common Stock”), to be registered by the Registration Statement
is not an indirect primary offering being conducted by or on behalf of the Company.

Background.

On September 16, 2024, the Company
entered into an inducement offer letter agreement (the “Inducement Letter”) with Armistice Capital, LLC (the “Selling
Stockholder”), pursuant to which the Selling Stockholder agreed to exercise outstanding warrants (the “Old Warrants”)
to purchase 1,222,850 shares of Common Stock for cash at their then current exercise price of $3.55 per share in consideration for the
Company’s agreement to issue (i) new unregistered five-year warrants (the “Series A Warrants”) to purchase up to an
aggregate of 1,222,850 shares of Common Stock at an exercise price of $4.28 per share and (ii) new unregistered three-year warrants (the
“Series B Warrants,” and together with the Series A Warrants, the “New Warrants”) to purchase up to an aggregate
of 1,222,850 shares of Common Stock at an exercise price of $4.28 per share to the Selling Stockholder at a purchase price of $0.125 per
share of common stock underlying each New Warrant (the “Inducement Transaction”). The Company received $4,646,830 in gross
proceeds from the Inducement Transaction ($305,712.50 for the purchase of the New Warrants $4,341,117.50 for the exercise of the Old Warrants).
The Inducement Transaction was facilitated by A.G.P./Alliance Global Partners (“AGP”) who acted as the Company’s financial
advisor and received a cash fee of 7% of the gross proceeds from the Inducement Transaction. Pursuant to the terms of the Inducement Letter,
the Company also agreed to file a registration statement providing for the resale of the shares of Common Stock issuable upon the exercise
of the New Warrants within thirty (30) calendar days following the date of the Inducement Letter. The 1,222,850 shares of Common Stock
issued to the Selling Stockholder upon exercise of the Old Warrants were previously registered under Registration Statement on Form S-1
(No. 333-281531) and are not being registered under the Registration Statement.

    2

Analysis.

In an effort to assist registrants
in determining whether an offering by the Selling Stockholder may be characterized as a secondary offering that is eligible to be made
on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations
(“C&DI 612.09”). C&DI 612.09 provides as follows:

612.09. It is important to identify
whether a purported secondary offering is really a primary offering, i.e., the Selling Stockholders are actually underwriters selling
on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus
delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule
and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because
Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections
of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one,
not merely a question of who receives the proceeds. Consideration should be given to how long the Selling Stockholders have held the shares,
the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers
are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting
as a conduit for the issuer.

Each of the above factors mentioned in
the last sentence of C&DI 612.09 is considered below.

Factor 1: How long the Selling Stockholders
Have Held the Shares.

Although the safe harbor provided by
Rule 144 under the Securities Act indicates that a holding period of six months is, under certain circumstances,
sufficient to evidence investment intent and avoid being characterized as an “underwriter,” the Commission has recognized
that shorter holding periods do not negate investment intent. As described in CD&I Question 139.11, the Commission regularly permits
issuers to register privately issued shares (or in the case of convertible securities, the convertible security itself) for resale promptly
following, or even prior to, the closing of a private placement transaction:

In a PIPE transaction, a company will
be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the
securities to the investor, and the investor is at market risk at the time of filing of the resale registration statement.

This interpretation indicates that the
existence of registration rights and a short time between the issuance of the New Warrants and the filing date of the Registration Statement
do not preclude the offering from being secondary in nature. The private placement of the New Warrants to the Selling Stockholders occurred
prior to filing the Registration Statement and the Selling Stockholder bore market risk at the time of filing the Registration Statement.

Factor 2: The Circumstances Under
Which the Selling Stockholders Received Their Shares.

The Selling Stockholder acquired the
New Warrants as part of the Inducement Transaction in a bona fide private placement transaction pursuant to an exemption from registration
under Section 4(2) or Regulation D of the Securities Act. The Inducement Letter provides that the Company is obligated to register the
resale of the Shares. Such registration rights are customary in private placements of this nature (i.e., warrant exercise inducement transactions).

    3

Section 2(c)(ii) of the Securities Act
defines “underwriter” as any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection
with, the distribution of any security or participates or has a direct or indirect participation in any such undertaking, or participates
or has a participation in the direct or indirect underwriting of any such undertaking. In the Inducement Letter, the Selling Stockholder
made customary investment and private placement representations to the Company, including that (i) it is acquiring the New Warrants as
principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding
the distribution of the New Warrants or the Shares, (ii) as of the date of the Inducement Letter it is, and on each date on which it exercises
any New Warrants it will be, an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities
Act, and agrees that the New Warrants will contain restrictive legends when issued, and neither the New Warrants nor the Shares issuable
upon exercise of the New Warrants will be registered under the Securities Act, except as provided in the registration rights provision
of the Inducement Letter.

The Company is neither aware of any
evidence that would indicate that these representations were false nor aware of any evidence that the Selling Stockholder has any plan
to act in concert to effect a distribution of their shares of Common Stock. The Selling Stockholders purchased the securities in an arm’s
length transaction in circumstances that do not indicate that they would be our underwriter. The Selling Stockholder is a private investment
fund. The Company is not aware of the Selling Stockholder being a broker dealer or being affiliated with a broker-dealer.

Furthermore, the Company is not aware
of any evidence that a distribution would occur if the Registration Statement is declared effective. Under the Commission’s rules,
a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an
offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and selling methods.” There is nothing to suggest that
any special selling efforts or selling methods by or on behalf of the Selling Stockholder has or would take place if the Registration
Statement is declared effective. The Company also is not aware of any facts to suggest that the Selling Stockholder has taken any actions
to condition or prime the market for the potential resale of the Shares.

Factor 3: The Selling Stockholders’
Relationship to the Company.

On September 16, 2024 and prior to entering
into the Inducement Transaction, the Company sold the Selling Stockholder in a registered best efforts offering 55,000 shares of Common
Stock, the Old Warrants and pre-funded warrants to purchase 1,167,850 shares of Common Stock at a purchase price of $3.68 per share and
accompanying Old Warrant and $3.6799 per prefunded warrant and accompanying Old Warrant. Prior to entering into the securities purchase
agreement related to the registered offering (the “SPA”), the Company had no relationship with the Selling Stockholder.  The
Selling Stockholder was not provided with any control over the Company’s business pursuant to the SPA or the Inducement Letter,
neither the Selling Stockholder or any of its affiliates is an affiliate of the Company and the Selling Stockholder does not act as a
financial advisor or fiduciary of the Company. The Selling Stockholder was introduced to the Company by, solicited to make an investment
with the Company by, and worked through AGP, acting on behalf of the Company, and AGP, not the Selling Stockholder, acted as the Company’s
placement agent with respect to registered offering and financial advisor with respect to the Inducement Transaction.

The registration rights granted to the
Selling Stockholder under the Inducement Letter are customary and are not indicative of any desire of the Selling Stockholder to sell
or distribute the Shares on behalf of the Company, or at all. The Selling Stockholder negotiated for such customary registration rights
for a variety of business reasons, and the registration rights were not granted by the Company for the purpose of conducting an indirect
primary offering. Absent the contractual obligation contained in the Inducement Letter, the Company would not be filing the Registration
Statement.

    4

The Selling Stockholder is not acting
on the Company’s behalf with respect to the Shares being registered for resale under the Registration Statement, and the Company
has no contractual, legal or other relationship with the Selling Stockholder that would control the timing, nature or amount of resales
of such shares following the effectiveness of the Registration Statement or whether the Shares are ever resold at all under the Registration
Statement.

Finally, the Company will not receive
any of the proceeds from any resale of shares by the Selling Stockholder under the Registration Statement.

Factor 4: The Amount of Shares Involved.

The Company is seeking to register 2,445,700
shares of Common Stock underlying the New Warrants for resale, which represents approximately 44% of the Company’s outstanding shares
of Common Stock (after giving effect to the Offering and assuming exercise of the Warrants). While the number of shares being registered
are a factor considered by the Staff in determining whether an offering should be deemed to be a primary or secondary offering, we submit
that undue weight should not be placed on this single factor. The Staff’s own interpretations support this position. Pursuant to
C&DI 612.09, the number of shares being offered is only one of several factors to be considered in evaluating whether, under all the
circumstances, a purported secondary offering is instead an indirect primary offering. In addition, Compliance and Disclosure Interpretation
612.12 describes a scenario in which a controlling holder of more than 70% of the outstanding st

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.

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Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

September 12, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Conlon Danberg, Margaret Sawicki

Re: Tenon Medical, Inc. Request
for Acceleration

Registration
Statement on Form S-1, as amended

File No. 333-281531

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Tenon Medical, Inc., a Delaware corporation (the “Company”), respectfully
requests that the effective date of its Registration Statement on Form S-1 (File No.  333-281531), as amended (the “Registration
Statement”), be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Thursday, September 12, 2024, or as
soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under
the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Jeffrey Wofford at (646) 876-0618.

    Very truly yours,

    By:
    /s/ Steven M. Foster

    Name:
    Steven M. Foster

    Title:
    Chief Executive Officer

 cc: Jeffrey Wofford, Sichenzia Ross Ference Carmel LLP

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September 12, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Margaret Sawicki

 Re: Tenon Medical, Inc.

Registration Statement
on Form S-1

File No. 333-281531

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE
GLOBAL PARTNERS, as Sole Placement Agent, hereby joins Tenon Medical, Inc. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (the “Registration Statement”),
to become effective as of 5:00 p.m., Eastern Time, on September 12, 2024, or as soon thereafter as is practicable, or at such other time
as the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration Statement be declared
effective.

Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated September 9, 2024,
are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable
to secure adequate distribution of the Preliminary Prospectus.

The Placement Agent is aware
of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended, including the delivery requirement contained in such Rule.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

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.

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Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

July 1, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas O’Leary

 Re: Tenon Medical, Inc. Request for Acceleration

Registration
Statement on Form S-1, as amended

File No. 333-279336

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Tenon Medical, Inc., a Delaware corporation (the “Company”), respectfully
requests that the effective date of its Registration Statement on Form S-1 (File No.  333-279336), as amended (the “Registration
Statement”), be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on Tuesday, July 3, 2024, or as soon thereafter
as possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Jeffrey Wofford at (646) 876-0618.

    Very truly yours,

    By:
     /s/ Steven M. Foster

    Name:
    Steven M. Foster

    Title:
     Chief Executive Officer

cc: Jeffrey Wofford, Sichenzia Ross Ference Carmel LLP

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June 20, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Nicholas O’Leary/ Ms. Abby Adams

    Re:
    Tenon Medical, Inc.

    Registration Statement on Form S-1 Filed May 10, 2024

    File No. 333-279336

Dear Staff:

On behalf of Tenon Medical, Inc. (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of May 29, 2024 with respect to the Company’s Registration Statement on Form
S-1 (the “Form S-1”) as noted above.

For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers
in the responses are references to the page numbers in Amendment No. 1 to the Form S-1 (the “S-1/A”) submitted concurrently
with the submission of this letter in response to the Staff’s comments.

Registration Statement on Form S-1 filed May
10, 2024

The Lincoln Park Transaction, page 48

1. We note your disclosure here that you registered
598,909 shares of your common stock under your original registration statement. The registration statement on Form S-1 (File No. 333-274451)
that was declared effective on September 21, 2023, registered 5,989,087 Shares of Common Stock. Please revise to clarify the reason for
this apparent inconsistency. For example, if it relates to the November 2023 reverse stock split, please revise to describe the effect
of the stock split on the initial number of shares registered under the prior registration statement, or otherwise explain why these numbers
do not correspond.

The Company has removed the shares related to
Registration Statement No. 333-274451 (the “Prior Registration Statement’) from the S-1/A. The Company has filed a post-effective
amendment (the “Post-Effective Amendment”) to update the Prior Registration Statement. In the Explanatory Note to the Post-Effective
Amendment the Company has provided the requested disclosure regarding the number of shares covered by the Prior Registration Statement
as amended by the Post-Effective Amendment.

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

    General

    2. We note that you are seeking to register
    5,014,654 shares of your common stock for resale by the selling stockholder Lincoln Park Capital Fund, LLC pursuant to the Purchase Agreement
    between you and Lincoln Park Capital Fund, LLC dated as of July 24, 2023. We also note the effected reverse stock split that took place
    on November 2, 2023. However, it appears that you have registered some or all of these securities under the Registration Statement on
    Form S-1 (File No. 333-274451) declared effective by the SEC on September 21, 2023. Please clarify what portion of these securities have
    been registered, and provide us your analysis regarding why it is appropriate to register what appear to be the same securities on this
    registration statement, or remove these shares from your registration statement. We note your disclosure that you may elect to issue and
    sell to Lincoln Park Capital Fund, LLC more than the 5,000,000 shares of common stock reserved under the Purchase Agreement. To the extent
    that these shares are in addition to the 5,000,000 shares registered on the Form S-1 in September 2023 pursuant to the Purchase Agreement,
    then please revise disclosure throughout the registration statement to reflect that the shares being registered under this registration
    statement are outside of the reserved amount pursuant to the Purchase Agreement with Lincoln Park Capital Fund, LLC.

    None of the 5,000,000 shares of common stock now
    covered by the S-1/A have previously been registered. See the Company’s response to comment 1.

    We trust that the above is responsive to your
    comments.

    Should you have any questions relating to the
    foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-876-0618.

    Sincerely,

    /s/
    Jeffrey P. Wofford

    Jeffrey P. Wofford, Esq.

    Sichenzia Ross Ference Carmel LLP

    1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

    T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

United States securities and exchange commission logo
May 29, 2024
Steven 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 May 10, 2024
File No. 333-279336
Dear Steven Foster:
            We have conducted a limited review of your registration statement and have the
following comment.
            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 May 10, 2024
The Lincoln Park Transaction, page 48
1.We note your disclosure here that you registered 598,909 shares of your common stock
under your original registration statement. The registration statement on Form S-1 (File
No. 333-274451) that was declared effective on September 21, 2023, registered 5,989,087
Shares of Common Stock. Please revise to clarify the reason for this apparent
inconsistency.  For example, if it relates to the November 2023 reverse stock split, please
revise to describe the effect of the stock split on the initial number of shares registered
under the prior registration statement, or otherwise explain why these numbers do not
correspond.
General
2.We note that you are seeking to register 5,014,654 shares of your common stock for resale
by the selling stockholder Lincoln Park Capital Fund, LLC pursuant to the Purchase

 FirstName LastNameSteven Foster
 Comapany NameTenon Medical, Inc.
 May 29, 2024 Page 2
 FirstName LastName
Steven Foster
Tenon Medical, Inc.
May 29, 2024
Page 2
Agreement between you and Lincoln Park Capital Fund, LLC dated as of July 24, 2023.
We also note the effected reverse stock split that took place on November 2, 2023.
However, it appears that you have registered some or all of these securities under the
Registration Statement on Form S-1 (File No. 333-274451) declared effective by the SEC
on September 21, 2023. Please clarify what portion of these securities have been
registered, and provide us your analysis regarding why it is appropriate to register what
appear to be the same securities on this registration statement, or remove these shares
from your registration statement. We note your disclosure that you may elect to issue and
sell to Lincoln Park Capital Fund, LLC more than the 5,000,000 shares of common stock
reserved under the Purchase Agreement. To the extent that these shares are in addition to
the 5,000,000 shares registered on the Form S-1 in September 2023 pursuant to the
Purchase Agreement, then please revise disclosure throughout the registration statement to
reflect that the shares being registered under this registration statement are outside of the
reserved amount pursuant to the Purchase Agreement with Lincoln Park Capital Fund,
LLC
            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 Nicholas O'Leary at 202-551-4451 or Abby Adams at 202-551-6902 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey P. Wofford, Esq.

CORRESP
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Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

September 19, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Tenon Medical, Inc. Request for
Acceleration

Registration Statement
on Form S-1, as amended

File No. 333-274451

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Tenon Medical, Inc., a Delaware corporation (the “Company”), respectfully
requests that the effective date of its Registration Statement on Form S-1 (File No. 333-274451) (the “Registration Statement”),
be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Thursday, September 21, 2023, or as soon thereafter as
possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Jeffrey Wofford at (646) 876-0618. We also respectfully
request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent
to our counsel, Carmel, Milazzo & Feil LLP, Attention: Jeffrey Wofford, by facsimile to (646) 838-1314 or email at jwofford@cmfllp.com.

If you have any questions regarding this request,
please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very truly yours,

    By:
    /s/ Steven M. Foster

    Name: Steven M. Foster

    Title: Chief Executive Officer

cc: Jeffrey Wofford, Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
September 18, 2023
Steven Van Dick
Chief Financial Officer
Tenon Medical, Inc.
104 Cooper Court
Los Gatos, CA 95032
Re:Tenon Medical, Inc.
Registration Statement on Form S-1
Filed September 11, 2023
File No. 333-274451
Dear Steven Van Dick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey Wofford, Esq.

CORRESP
1
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Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

May 16, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jordan Nimitz

Re: Tenon Medical, Inc. Request
for Acceleration

Registration
Statement on Form S-3, as amended

File No. 333-271648

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Tenon Medical, Inc., a Delaware corporation (the “Company”), respectfully
requests that the effective date of its Registration Statement on Form S-3 (File No. 333-271648), as amended (the “Registration
Statement”), be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday, May 17, 2023, or as soon
thereafter as possible.

In making this acceleration request, the Company
acknowledges that:

    (i)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Jeffrey Wofford at (646) 876-0618. We also
respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement
be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Jeffrey Wofford, by facsimile to (646) 838-1314 or email at jwofford@cmfllp.com.

If you have any questions regarding this request,
please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very truly yours,

    By:
    /s/ Steven M. Foster

    Name:
    Steven M. Foster

    Title:
    Chief Executive Officer

cc: Jeffrey Wofford, Carmel, Milazzo & Feil
LLP

United States securities and exchange commission logo
May 15, 2023
Steven Foster
Chief Executive Officer
Tenon Medical, Inc.
104 Cooper Court
Los Gatos, CA 95032
Re:Tenon Medical, Inc.
Registration Statement on Form S-3
Filed May 4, 2023
File No. 333-271648
Dear Steven Foster:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey Wofford, Esq.

CORRESP
1
filename1.htm

April 22, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Tenon Medical Inc.

        Registration Statement on Form S-1, as amended (File No.
        333-260931)

        Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Act”), The Benchmark Company, LLC, as representative of
several underwriters, hereby join Tenon Medical, Inc. (the “Company”) in requesting that the Securities and Exchange
Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-260931) (the
“Registration Statement”) to become effective on Tuesday, April 26, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Carmel, Milazzo & Feil LLP, request by telephone
that such Registration Statement be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that copies
of the Company’s Preliminary Prospectus, dated April 20, 2022, were furnished to several prospective underwriters and distributed
by the underwriters approximately as follows through the date hereof: 50 copies to institutional investors and 250 copies to others.

The undersigned advise
that they have complied and will continue to comply with, and that they have been informed by the participating underwriters and
dealers that they have complied with and will continue to comply with, the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very truly yours,

    The Benchmark Company, LLC

    By:
    /s/ Michael S. Jacobs

    Name:
    Michael S. Jacobs

    Title:
    Head of Equity Capital Markets

CORRESP
1
filename1.htm

Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

April 22, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Ansart

Re: Tenon Medical, Inc. Request
for Acceleration

Registration
Statement on Form S-1, as amended

File
No. 333-260931

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), Tenon Medical, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-260931), as amended (the
“Registration Statement”), be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on Tuesday,
April 26, 2022, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware
of its responsibilities under the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Jeffrey Wofford at (646) 876-0618.
We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the
Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Jeffrey Wofford, by facsimile to (646)
838-1314 or email at jwofford@cmfllp.com.

If you have any questions regarding this
request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very truly yours,

    By:
    /s/ Steven M. Foster

    Name: Steven M. Foster

    Title: Chief Executive Officer

cc: Jeffrey Wofford, Carmel, Milazzo &
Feil LLP

United States securities and exchange commission logo
April 15, 2022
Richard Ferrari
Executive Chairman of the Board
Tenon Medical, Inc.
104 Cooper Court
Los Gatos, CA 95032
Re:Tenon Medical, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed April 15, 2022
File No. 333-260931
Dear Mr. Ferrari:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Item 16. Exhibits and Financial Statement Schedules.
Exhibit 5.1, page II-4
1.Please have counsel remove the assumption that the company will have sufficient
authorized and unissued shares of Common Stock at the time of the issuance of the Shares
at the closing.  Counsel may not assume that the registrant has sufficient authorized
shares.  Refer to Section II.B.3.a. of Staff Legal Bulletin No. 19.

 FirstName LastNameRichard Ferrari
 Comapany NameTenon Medical, Inc.
 April 15, 2022 Page 2
 FirstName LastName
Richard Ferrari
Tenon Medical, Inc.
April 15, 2022
Page 2
            You may contact Jeanne Bennett at (202) 551-3606 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related matters.
Please contact Jessica Ansart at (202) 551-4511 or Tim Buchmiller at (202) 551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey P. Wofford, Esq.

CORRESP
1
filename1.htm

April 13, 2022

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Tenon Medical, Inc.

Amendment No. 2 to Registration Statement on Form
S-1

Filed April 7, 2022

File No. 333-260931

Dear Staff:

On behalf of Tenon Medical, Inc. (the “Company”),
we have set forth below responses to comment 15 issued by the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of September 27, 2021 with respect to the Company’s Draft Registration Statement.
For your convenience, the text of the Staff’s comment 15 is set forth below in bold, followed by the Company’s response.
Please note that all references to page numbers in the response are references to the page numbers in Amendment No. 2 to the Form
S-1 (the “Form S-1/A2”) submitted on April 7, 2022.

15. Once you have an estimated offering
price or range, please explain the reasons for any differences between the recent valuations of your common stock leading up to
the initial public offering and the estimated offering price. This information will help facilitate our review of your accounting
for equity issuances including stock compensation and beneficial conversion features. Please discuss with the staff how to submit
your response.

Recently Granted Options

The Company did not issue any shares of its
common stock or any options exercisable for shares of its common stock in 2020 or 2022. However, the Company did issue options
exercisable for shares of its common stock in 2021. See pages 100 and 101 of the S-1/A2 for a description of all of the options
granted by the Company. Options were granted on (i) May 1 and May 8 of 2021 with an exercise price of $5.20 (the “May Options”);
(ii) July 8, July 19 and August 10 with an exercise price of $7.06 (the “July-August Options”); and (iii) October 8,
2021 with an exercise price of $7.50 (the “October Options”). Each exercise price was equal to the per share valuation
of the Company’s common stock contained in a 409A valuation performed by an independent valuation firm. The valuation related
to the May Options was dated December 31, 2020 (the “December 2020 Valuation”), the valuation related to the July-August
Options was dated May 21, 2021 (the May 2021 Valuation”) and valuation related to the October Options was dated August 31,
2021 (the “August 2021 Valuation” and together with the December 2020 Valuation and the May 2021 Valuation, the “Valuations”).
The methodology used in each Valuation, including the assumptions contained therein are described on page 64 of the S-1/A2. The
Company performed an additional valuation in October 2021 which resulted in a valuation of its common stock at $9.28 per share,
but no options were issued by the Company that were based on this valuation. All of the above prices reflect the 2 for 1 reverse
split of the common stock effected on April 6, 2022.

Estimated IPO Price Range

As is typical in initial
public offerings, the estimated IPO price range of $4.50 to $5.50 (the “Estimated IPO Price Range”) was not derived
using a formal determination of fair value, but was determined by the Company based, in part, on input received from the underwriter
including discussions with the board of directors and executives of the Company on April 4, 2022. Along with the input from the
underwriter, among the factors considered in setting the Estimated IPO Price Range were the following:

 · the general conditions of the securities market and the recent market prices of, and the demand
for, publicly traded common stock of comparable companies;

 · the Company’s financial condition and prospects;

 · progress and stage of development of The CATAMARAN System;

 · estimates of business potential and earnings prospects for the Company and the SI-Joint medical
device industry in which it operates;

 · comparable valuations metrics for and recent performance of initial public offerings of companies
in the medical device industry;

 · an assumption that there would be a receptive public trading market for SI-Joint medical device
companies such as the Company; and

 · an assumption that there would be sufficient demand for the Company’s common stock to support
an offering of the size contemplated by the Company.

Valuation Methodology

The December 2020 Valuation
is within the Estimated IPO Price Range. The May Valuation and the August Valuation are above the Estimated IPO Price Range. A
primary reason for the Estimated IPO Price Range being different than the May 2021 Valuation and the August 2021 Valuation is the
difference in valuation methodology and weighting of outcomes and liquidity. Public market investors often use more qualitative
and subjective methodologies to determine the price that they are willing to pay in an IPO and those methodologies can result in
valuations that differ significantly from the valuations determined using the quantitative information utilized by the Company’s
board of directors and prescribed by the American Institute of Certified Public Accountants. Moreover, the quantitative methodologies
employed by third-party valuation firms include discounts to the estimated fair value for alternative events (such as staying private),
discounts to present value and discount for lack of marketability, none of which apply to the Company in connection with its IPO
valuation and the analysis of public market investors and the underwriter in their valuation analysis. Based on the foregoing,
the Company believes that it has fully complied with all applicable rules and regulations for the determination of fair value,
including the best practices outlined by the American Institute of Certified Public Accountants, in its determination of fair value
applied to the options granted in 2021 and has used a customary and reasonable methodology in its determination of the Estimated
IPO Price Range.

Subsequent Option Grants

The Company’s board may approve additional
grant of options on the effective date of the IPO registration statement. These options, should they be granted will be issued
with an exercise price equal to the IPO per share price and will be appropriately described in the next filing of the S-1.

Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-876-0618.

Jeffrey P. Wofford

Carmel, Milazzo & Feil
LLP

United States securities and exchange commission logo
March 29, 2022
Richard Ferrari
Executive Chairman of the Board
Tenon Medical, Inc.
104 Cooper Court
Los Gatos, CA 95032
Re:Tenon Medical, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 14, 2022
File No. 333-260931
Dear Mr. Ferrari:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 15, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Summary Risk Factors, page 10
1.We note your response to our prior comment 1. Please ensure that the amended charter is
filed as an exhibit to the registration statement prior to effectiveness.
Certain Relationships and Related Party Transactions, page 95
2.We note your disclosure on page F-23 related to an IP Sale and Purchase Agreement that
you entered into on December 31, 2021, which is also filed as Exhibit 10.32. Please revise
your disclosure here to reflect this recent related party transaction. Refer to Item 404 of
Regulation S-K.

 FirstName LastNameRichard Ferrari
 Comapany NameTenon Medical, Inc.
 March 29, 2022 Page 2
 FirstName LastName
Richard Ferrari
Tenon Medical, Inc.
March 29, 2022
Page 2
            You may contact Jeanne Bennett at (202) 551-3606 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related matters.
Please contact Jessica Ansart at (202) 551-4511 or Tim Buchmiller at (202) 551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey P. Wofford, Esq.

United States securities and exchange commission logo
November 15, 2021
Richard Ferrari
Executive Chairman of the Board
Tenon Medical, Inc.
104 Cooper Court
Los Gatos, CA 95032
Re:Tenon Medical, Inc.
Registration Statement on Form S-1
Filed November 10, 2021
File No. 333-260931
Dear Mr. Ferrari:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 10, 2021
Summary Risk Factors, page 10
1.We note the liquidation preferences on your Series A and Series B preferred stock and that
the gross proceeds from your public offering may be less than $25,000,000.  If any
preferred stock will remain outstanding after your public offering, please include
summary risk factor disclosure, and a full risk factor, addressing the material risks to your
common stockholders associated with the liquidation preferences on the preferred stock,
including that the liquidation preferences could have the effect of preventing your
common stockholders from receiving any proceeds in the event your company is
liquidated.  If applicable, please quantify the amounts of the liquidation preferences on
any preferred stock that will remain outstanding after your public offering.

 FirstName LastNameRichard Ferrari
 Comapany NameTenon Medical, Inc.
 November 15, 2021 Page 2
 FirstName LastName
Richard Ferrari
Tenon Medical, Inc.
November 15, 2021
Page 2
            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.
            You may contact Jeanne Bennett at (202) 551-3606 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jessica Ansart at (202) 551-4511 or Tim Buchmiller at (202) 551-3635
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey P. Wofford, Esq.

United States securities and exchange commission logo
October 18, 2021
Richard Ferrari
Executive Chairman of the Board
Tenon Medical, Inc.
104 Cooper Court
Los Gatos, CA 95032
Re:Tenon Medical, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 8, 2021
CIK No. 0001560293
Dear Mr. Ferrari:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement submitted October 8, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Borrowings, page 60
1.We note from your revised disclosure on page 61 in response to prior comment 11 that the
convertible promissory notes issued in June 2021 are convertible into your subsidiary’s
Series A Preferred Stock.  We also note from your disclosure on page F-14 that shares of
the company’s Series A Convertible Preferred Stock have been set aside for the potential
conversion of TTAG Series A shares owned by its minority shareholders.  Please address
these securities in footnote 3 on page 13.  If there will be any preferred securities of your
subsidiary outstanding after your offering, please include related disclosure, including risk
factor disclosure regarding voting rights, liquidation preferences, etc., if appropriate.

 FirstName LastNameRichard Ferrari
 Comapany NameTenon Medical, Inc.
 October 18, 2021 Page 2
 FirstName LastName
Richard Ferrari
Tenon Medical, Inc.
October 18, 2021
Page 2
Business
Legal Proceedings, page 84
2.We note your revised disclosure here that provides a description of the ongoing arbitration
with former director and CEO, Khalid Mentak, "for unpaid wages and other claims."  We
also note your statement on page 93 that "Mr. Mentak has filed for arbitration against the
Company for claims under the KM Consulting Agreement."  Please revise
your description here to clarify the factual basis alleged to underlie the proceeding.
            You may contact Jeanne Bennett at (202) 551-3606 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jessica Ansart at (202) 551-4511 or Tim Buchmiller at (202) 551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey P. Wofford, Esq.

United States securities and exchange commission logo
September 27, 2021
Richard Ferrari
Executive Chairman of the Board
Tenon Medical, Inc.
104 Cooper Court
Los Gatos, CA 95032
Re:Tenon Medical, Inc.
Draft Registration Statement on Form S-1
Submitted August 30, 2021
CIK No. 0001560293
Dear Mr. Ferrari:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Market Data, page 4
1.We note your statement here that the industry data used throughout the prospectus "has
been obtained from sources believed to be reliable, but the accuracy and completeness of
such information is not guaranteed."  We also note your statements that "third-party
projections may be overstated and should not be given undue weight," that "[you] have
not independently verified any of the data from third party sources" and that "internal
surveys, industry forecasts and market research [...] have not been independently
verified."  These statements appear to imply a disclaimer of responsibility for this
information in the prospectus.  Please either delete these statements or specifically state
that you are liable for the information related to the market and industry data.

 FirstName LastNameRichard Ferrari
 Comapany NameTenon Medical, Inc.
 September 27, 2021 Page 2
 FirstName LastName
Richard Ferrari
Tenon Medical, Inc.
September 27, 2021
Page 2
Prospectus Summary, page 4
2.The disclosure in the summary should be a balanced presentation of your business.  Please
balance the description of your strengths with equally prominent disclosure of the
challenges you face and the risks and limitations that could harm your business or inhibit
your strategic plans.  For example, but without limitation, balance your discussion of the
market opportunity and your commercial launch of The CATAMARAN with a discussion
of your history of losses since inception and your expectation to incur losses in the future.
The Opportunity, page 4
3.We note your disclosure on page 70 that based on market research and internal estimates,
Tenon believes the potential market for surgical intervention of the SI-Joint to be 279,000
procedures annually in the United States.  Please include this disclosure, if true, in this
section in order to make your market opportunity disclosure more concrete.
Commercialization, page 7
4.We note your disclosure here and on page 73 that "[t]he CATAMARAN System is a
singular implant designed with several proprietary components which allow for the “One
and Done” feature of the implant."  Please expand your disclosure to describe in greater
detail the "One and Done" feature and to explain why this is a differentiating feature of
the implant.
Common stock to be outstanding after the offering, page 13
5.We note your disclosure in footnote 2.  Please revise this footnote to:
•clarify when SpineSource, Inc's entitlement to maintain a 3% ownership interest in
the company on a fully diluted basis ends;
•indicate the number of shares of common stock issuable upon the conversion of any
outstanding shares of your Series A Preferred Stock, we note in this regard your
disclosure on page II-2 that the company issued 2,550,763 shares of Series A
Preferred Stock to an accredited investor;
•tell us why the number of outstanding shares to be outstanding after the offering does
not include the 491,222 shares of your common stock that may be issued prior to the
closing of this offering as a result of the conversion of your Series B Preferred Stock
or revise your disclosure as appropriate;
•indicate that this number excludes the shares issuable under your equity incentive
plan, including the shares issuable under the one-time option grant to Steven Foster to
maintain his ownership position at 4% of the fully diluted outstanding equity of the
company; and
•indicate that this number excludes the shares that would be issuable upon exercise of
the underwriters' warrants and from any other source of dilution to investors in this
offering including those indicated on page 51.

 FirstName LastNameRichard Ferrari
 Comapany NameTenon Medical, Inc.
 September 27, 2021 Page 3
 FirstName LastName
Richard Ferrari
Tenon Medical, Inc.
September 27, 2021
Page 3
Risk Factors
The results of our future clinical trials may not support our product candidate claims or may
result in the discovery of adverse side effect, page 37
6.We note your reference here to your "anticipated clinical trials."  We also note your
disclosure in your Use of Proceeds on page 50 stating that you intend to use the net
proceeds of this offering to, among other things, initiate clinical studies.  To the extent
that you have anticipated clinical trials that are material to your business, please describe
these trials and their status of development in your Business section including providing
the number of participants, the primary and secondary endpoints and any statistical
analysis that will be done.
Our failure to maintain effective internal controls over financial reporting could have an adverse
impact on us, page 46
7.We note that you have identified certain material weaknesses in your internal control over
financial reporting.  Please expand your disclosure to explain in further detail what
these material weaknesses relate to and the reasons for each error or misapplication of
accounting.  Please also revise this text so that it gives investors a concise, concrete
description of the condition that poses a risk.  Also, expand your discussion of the
remedial steps being taken by management to describe the remediation plan, including the
estimated time period to execute your remediation plan.
Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as
the exclusive forum, page 48
8.We note your disclosure here does not appear to be consistent with your disclosure on
page 99.  For example, your disclosure on page 99 indicates that your certificate of
incorporation provides that the exclusive forum provision does not apply to claims arising
under federal securities laws.  Your disclosure here, however, indicates that the Court of
Chancery of the State of Delaware shall be the exclusive forum for any action, including
any derivative action.  In addition to correcting your disclosure for this apparent
inconsistency, please clearly disclose whether your exclusive forum provision will apply
to actions arising under the Securities Act or Exchange Act.  In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.  If the provision applies
to Securities Act claims, please also revise your disclosure to state that there is uncertainty
as to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing document states

 FirstName LastNameRichard Ferrari
 Comapany NameTenon Medical, Inc.
 September 27, 2021 Page 4
 FirstName LastNameRichard Ferrari
Tenon Medical, Inc.
September 27, 2021
Page 4
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.  Your
Amended and Restated Certificate of Incorporation, which is currently exhibit 3.1, does
not appear to clearly state the exclusive forum provision as described in your disclosure.
Please ensure that your disclosure on the exclusive forum provision and the provision in
your governing document are in alignment.
9.Please revise this risk factor to disclose that there is also a risk that your exclusive forum
provision may result in increased costs for investors to bring a claim.
Use of Proceeds, page 50
10.Please revise this section to provide more specific detail regarding the use of the funds to
be allocated to initiating clinical studies as well as to the development, sales and
marketing of your technology, including reference to the specific technologies or products
for which you intend to initiate clinical studies and to how far into clinical studies as well
as how far into the development, sales and marketing of your technology the proceeds will
enable you to reach, as applicable.
11.We note your disclosure in the third and fourth paragraphs on page 61 regarding the notes
that will be due upon the earlier of a capital increase or December 31, 2021.  If your
public offering will trigger the payment of these notes, please tell us whether it would be
appropriate to include the payment of these notes as a use of proceeds from your offering,
including the disclosures required by Instruction 4 to Item 504 of Regulation S-K.
Capitalization, page 52
12.We note your capitalization table is not mathematically accurate with respect to total
capitalization.  Please revise.  Cash should also not be included as a component of your
capitalization.  Please also explain to us how you considered whether the pro forma
capitalization should reflect the contingency related to the contingent beneficial
conversion feature of the convertible promissory notes disclosed in Note 4 on pages F-13
and F-32.  We reference the guidance in ASC 470-20-35-1.
13.Please reconcile your disclosure in clause (ii) of the second bullet point of this section to
reconcile your disclosure regarding the conversion of all outstanding shares of your
convertible preferred stock into 2,290,127 shares of common stock in connection with the
closing of this offering, with your disclosure elsewhere that the Series B preferred stock is
convertible into 491,222 shares of common stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, Significant Judgments, and Use of Estimates
Determining Fair Value of Stock Options, page 64
14.Please revise to disclose the material assumptions used in the income approach and market
approach to estimate your enterprise value, the assumptions used in the Option Pricing

 FirstName LastNameRichard Ferrari
 Comapany NameTenon Medical, Inc.
 September 27, 2021 Page 5
 FirstName LastNameRichard Ferrari
Tenon Medical, Inc.
September 27, 2021
Page 5
and Probability Weighted Expected Return methods, and the discount for lack of
marketability.  Please also disclose the weighting of each of the methodologies.
15.Once you have an estimated offering price or range, please explain the reasons for any
differences between the recent valuations of your common stock leading up to the initial
public offering and the estimated offering price.  This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features.  Please discuss with the staff how to submit your response.
Business, page 67
16.Please include disclosure in the Business section to include the material terms of
the master services agreement with Phoenix DeVentures, Inc.  We refer to your disclosure
on page II-8 where you indicate this agreement will be filed as exhibit 10.18, but did not
note any further references in the prospectus.
Sales and Marketing, page 76
17.We note your disclosure in a risk factor on page that "[you] have entered into a consulting
agreement with a surgeon, that is also a customer" and that "[you] anticipate entering into
additional agreements with surgeons who use [y]our product as [you] launch [y]our
product."  You also state that "[you] also may enter into co-marketing arrangements with
surgeons who use [y]our product."  We further note your disclosure on page 72 that you
currently sell The CATAMARAN System to a limited number of "surgeon advisors" to
develop the product for a commercial launch.  Please expand your discussion of your sales
and marketing efforts here to explain how these agreements with surgeons are part of
these efforts and to expand upon the nature of these agreements.  To the extent you are
substantially dependent on any such agreement, file the agreement as an exhibit.
Alternatively, provide an analysis supporting your determination the agreements are not
required to be filed pursuant to Item 601(b)(10)(B)(ii) of Regulation S-K.  We also note
your disclosure on page 9 that you appointed SpineSource as your exclusive sales
representative for marketing, sales, and support for The CATAMARAM System in the
United States and Puerto Rico.  Please clarify whether these consulting agreements or co-
market arrangements conflict with your exclusive agreement with SpineSource.
Intellectual Property, page 78
18.We note your disclosure of your issued and pending patents.  Please revise to disclose for
each material patent and patent application the specific technology to which such patent or
patent applications relate, the type of patent protection and the expiration dates.
Manufacturing and Supply, page 83
19.Please expand your disclosure here to discuss your sources and availability
of raw materials and the names of any principal suppliers.  See Item 101(h)(4)(v) of
Regulation S-K.

 FirstName LastNameRichard Ferrari
 Comapany NameTenon Medical, Inc.
 September 27, 2021 Page 6
 FirstName LastName
Richard Ferrari
Tenon Medical, Inc.
September 27, 2021
Page 6
Management, page 84
20.We note your disclosure that Frank Fischer, Ivan Howard and Rob Weigle have agreed to
be directors prior to the closing of your offering.  Please file the consent of these director
nominees to be named in your registration statement as an exhibit.  Refer to Securities Act
Rule 438.  Please also provide the disclosures required by Item 401 and Item 403(b) of
Regulation S-K for each of these director nominees.
Board Compensation, page 91
21.Please file the consulting agreement with Mr. Richard Ferrari as an exhibit.  Refer
to Item 601(b)(10)(ii) of Regulation S-K.
Principal Stockholders, page 91
22.Please ensure that you have identified the natural persons who are the beneficial owners of
the shares held by each entity identified in your table.
General
23.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Jeanne Bennett at (202) 551-3606 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jessica Ansart at (202) 551-4511 or Tim Buchmiller at (202) 551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey P. Wofford, Esq.