REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2023 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 2023, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2023 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of June 14, 2023, between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TENON MEDICAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2023 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Tenon Medical, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Tenon Medical, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 20th, 2023 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • New York
PURCHASE AGREEMENTPurchase Agreement • July 28th, 2023 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2023, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
WARRANT TO PURCHASE SHARES OF COMMON STOCKTenon Medical, Inc. • November 10th, 2021 • Surgical & medical instruments & apparatus • California
THIS CERTIFIES THAT, for value received, Exchange Listing, LLC, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Tenon Medical, Inc., a Delaware corporation (the “Company”), shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with that certain Capital Market Advisory Agreement, dated as of October 14, 2020, by and between the Company and the Holder.
COMMON STOCK PURCHASE WARRANT Tenon Medical, Inc.Tenon Medical, Inc. • June 7th, 2023 • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenon Medical, Inc., a Delaware corporation (the “Company”), up to [*] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to re
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 28th, 2023 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2023, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Note Subscription Agreement, dated as of June 24, 2021 (this “Agreement”), is entered into by and between Tenon Medical, Inc., a Delaware corporation (the “Company”), and the person or entity listed on the signature page hereto (the “Investor”).
Tenon Medical, Inc. Up to $6,700,000 Shares of Common Stock Equity Distribution AgreementTenon Medical, Inc. • May 4th, 2023 • Surgical & medical instruments & apparatus • New York
Tenon Medical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as exclusive sales agent, shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Shares”) having an aggregate offering price of up to $6,700,000 on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2024 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 20, 2024, between Tenon Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractConvertible Promissory Note • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractTenon Medical, Inc. • March 29th, 2024 • Surgical & medical instruments & apparatus • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
TENON MEDICAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Agreement is entered into as of June 1, 2021 (the “Effective Date”) by and between Tenon Medical, Inc. (the “Company”), and Richard Ginn (“Executive”).
EXCHANGE AGREEMENTAdoption Agreement • April 7th, 2022 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Exchange Agreement (this “Agreement”) dated as of October 28, 2021 is entered into by and between Tenon Medical, Inc., a Delaware corporation (the “Company”), Zühlke Ventures AG, a Swiss company (the “Purchaser”), and Tenon Technology AG, a Swiss company (“TTAG,” and together with the Company and the Purchaser, the “Parties”).
TENON MEDICAL, INC. STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Agreement • April 8th, 2024 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
Unless otherwise defined herein, the terms defined in the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (the “Option Agreement”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 7th, 2023 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2023, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and VSTOCK TRANSFER, LLC, a New York limited liability company (“Vstock” or the “Warrant Agent”).
ContractTenon Medical, Inc. • November 10th, 2021 • Surgical & medical instruments & apparatus • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
IP SALE AND PURCHASE AGREEMENTIp Sale and Purchase Agreement • April 7th, 2022 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus
THIS IP SALE AND PURCHASE AGREEMENT (“Agreement”) is made and entered into as of January 21, 2022 and effect as of December 31, 2021 (“Effective Date”) by and between:
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 29th, 2024 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus
This Intellectual Property Security Agreement is entered into as of November 21, 2023 by and between ASCENT SPECIAL VENTURES LLC, as collateral agent for the Secured Parties (the “Secured Parties”) described in the Security Agreement defined below (in such capacity, the “Collateral Agent”) and TENON MEDICAL, INC., a Delaware corporation (“Grantor”).
SECURITY AGREEMENTSecurity Agreement • March 29th, 2024 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This security agreement as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof (this “Agreement”), dated as of November 21, 2023, is made by and between Tenon Medical, Inc., a Delaware corporation (the “Grantor”), Ascent Special Ventures LLC (“Ascent”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and WZC Ascent Family Limited Partnership (“WZC”; and together with Ascent, the “Secured Parties” and each a “Secured Party” ) . Each of the Grantor, the Collateral Agent and the Secured Parties are a “party” to this Agreement, and one or more of them are the “parties” hereto as the context may require.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Tenon Medical, Inc.Tenon Medical, Inc. • February 9th, 2023 • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenon Medical, Inc., a Delaware corporation (the “Company”), up to [*] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a W
FORM OF WARRANTTenon Medical, Inc. • February 22nd, 2024 • Surgical & medical instruments & apparatus • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or any registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on February 20, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenon Medical Inc., a Delaware corporation (the “Company”), up to [ ]1 shares (subject to adjustment) of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price.
TENON MEDICAL, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Common Stock Purchase Agreement (the “Agreement”) is made and entered into as of May 19th, 2021, by and among Tenon Medical, Inc., a Delaware corporation (the “Company”), and SpineSource, Inc., a Missouri corporation having a place of business at 17826 Edison Avenue, Chesterfield, MO 63005 (the “Purchaser”). Each of the Purchaser and the Company is a “party” to this Agreement.
TENON MEDICAL, INC. CONSULTING AGREEMENTConsulting Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Consulting Agreement (the “Agreement”) is entered into on May 7, 2021 (the “Effective Date”) by and between Tenon Medical, Inc. (the “Company”) and Richard Ferrari, an individual with an address at 19575 Three Oaks Way, Saratoga, CA 95070 (“Consultant”). Company and Consultant are sometimes individually referred to as the “Party” and collectively as the “Parties.”
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Tenon Medical, Inc.Tenon Medical, Inc. • June 7th, 2023 • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenon Medical, Inc., a Delaware corporation (the “Company”), up to [*] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a W
AMENDED AND RESTATED EXCLUSIVE SALES REPRESENTATIVE AGREEMENTExclusive Sales Representative Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
THIS AMENDED AND RESTATED EXCLUSIVE SALES REPRESENTATIVE AGREEMENT (the “Agreement”) dated May 20, 2021 (the “Effective Date”), is entered into by and between Tenon Medical, Inc., a Delaware corporation having a place of business at 2110 Omega Road, Suite F, San Ramon, CA 94583 (“Company”) and SpineSource, Inc., a Missouri corporation having a place of business at 17826 Edison Avenue, Chesterfield, MO 63005 (“Representative”), (each herein referred to by name or individually, as a “Party,” or collectively, as the “Parties”) for the purpose of defining the rights and duties of the Parties in connection with the representation by Representative of certain Company products.
COMMON STOCK PURCHASE WARRANT TENON MEDICAL, INC.Warrant • November 28th, 2023 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or any registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on November 21, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenon Medical Inc., a Delaware corporation (the “Company”), up to [*] shares (subject to adjustment) of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price.
SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSettlement Agreement And • July 27th, 2022 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Settlement Agreement and General Release of All Claims (“Agreement”) memorializes the settlement made by and between Key Medical Technologies, Inc. (“Key Medical”) and Khalid Mentak (“Claimant” or “Mentak”) on the one hand and Tenon Medical, Inc. (“Tenon”) on the other hand. Key Medical, Claimant, and Tenon are collectively referred to as “the Parties”.
AGREEMENT TERMINATING AMENDED AND RESTATED EXCLUSIVE SALES REPRESENTATIVE AGREEMENTAgreement Terminating • October 11th, 2022 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • Colorado
This Agreement Terminating Amended and Restated Exclusive Sales Representative Agreement (this “Agreement”) is entered into among and between Tenon Medical, Inc., a Delaware corporation having a place of business at 104 Cooper Court, Los Gatos, CA 95032 (“Company”), and SpineSource, Inc., a Missouri corporation having a place of business at 17826 Edison Avenue, Chesterfield, MO 63005 (“SpineSource”) (each herein referred to by name or individually, as a “Party,” or collectively, as the “Parties”). This Agreement shall become effective on the last date on which the Agreement is signed by all Parties (“Effective Date”).
CONSULTING AGREEMENT between TENON MEDICAL, INC. and SPINESOURCE, INC.Consulting Agreement • October 11th, 2022 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Consulting Agreement (the “Consulting Agreement”) is entered into among and between Tenon Medical, Inc., a Delaware corporation having a place of business at 104 Cooper Court, Los Gatos, CA 95032 (“Company”), and SpineSource, Inc., a Missouri corporation having a place of business at 17826 Edison Avenue, Chesterfield, MO 63005 (“SpineSource”) (each herein referred to by name or individually, as a “Party,” or collectively, as the “Parties”). This Agreement shall become effective on the last date on which the Agreement is signed by all Parties (“Effective Date”).
