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 September 9, 2024, Tenon Medical, Inc. (the "Company") received a letter from the listing qualifications staff (the "Staff") of The Nasdaq Stock Market ("Nasdaq") providing notification that the Company does not currently meet the minimum 500,000 publicly held shares requirement pursuant to Nasdaq Listing Rule 5550(a)(4) (the "Minimum Float Requirement"). As a result of the 1-for-8 reverse stock split of the Company's common stock on September 6, 2024, the aggregate number of the Company's outstanding shares of common stock was reduced from 4,081,767 shares on a pre-reverse-split basis to a total of 510,221 shares outstanding on a post-reverse split basis, with 490,364 of such shares currently qualifying as publicly held shares for purposes of the Minimum Float Requirement. The Staff has given us until October 24, 2024, to provide the Staff with a specific plan to regain compliance of the Minimum Float Requirement.

The Company expects to regain compliance with the Minimum Float Requirement in September through the consummation of a public offering of its common stock pursuant to its Registration Statement on Form S-1 (No. 333-281531), originally filed on August 14, 2024.

The Nasdaq notification has no immediate effect on the listing of the Company's common stock on The Nasdaq Capital Market.