Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 23, 2024, Tenon Medical, Inc. (the "Company") received a written notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") dated August 23, 2024, notifying the Company that it was no longer in compliance with Nasdaq Rule 5550(b)(1), the minimum stockholders' equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market (the "Minimum Equity Requirement"). In the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2024, the Company reported stockholders' equity of $832,000, which was below the Minimum Equity Requirement.

In response to the Notice, on August 26, 2024, the Company filed a Current Report on Form 8-K disclosing such non-compliance as required under Nasdaq and Securities and Exchange Commission rules.

On September 6, 2024, we received net proceeds of $550,000 from the private offering of our Series B Preferred Stock and warrants (the "Preferred Stock Offering"), On September 16, 2024, we received net proceeds of approximately $3,950,000 from the public offering of our common stock and warrants (the "Public Offering") and approximately $4,322,000 net proceeds from the exercise of the warrants issued in the Public Offering pursuant to a warrant inducement (the "Warrant Inducement"). On September 18, 2024, we received $812,070.69 in net proceeds from exercises of warrants issued in our June 2023 public offering (the "Warrant Exercise" and collectively with the Preferred Stock Offering, the Public Offering and the Warrant Inducement, the "Equity Financing Transactions").

As of October 3, 2024, the Company believes it is in compliance with the Minimum Equity Requirement as a result of receiving approximately $9,634,000 in aggregate in net proceeds from the Equity Financing Transactions.

Nasdaq will continue to monitor the Company's ongoing compliance with the Minimum Equity Requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.