Tenon Medical Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41364 TENON MEDICAL, INC.(Exact name of registrant as specified in its charter) (408) 649-5760(Registrant’s telephone number, including area code) None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Acceleratedfiler☐Smallerreportingcompany☒ Largeacceleratedfiler☐Non-accelerated filer☒Emerginggrowthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant on June30, 2025 (thelast business day of the registrant’s most recently completed second quarter) was approximately $7,321,997, which is based on aclosing price per share of $0.977 on such date. As of March 27, 2026, the registrant had a total of 11,296,378 shares of its common stock, $0.001 par value per share,outstanding. Tenon Medical, Inc.Annual Report on Form 10-KFor the Fiscal Year ended December31, 2025 TABLE OF CONTENTS PART IItem 1 Business1Item 1A Risk Factors16Item 1B Unresolved Staff Comments46Item 1C Cybersecurity47Item 2 Properties47Item 3 Legal Proceedings47Item 4 Mine Safety Disclosures47PART IIItem 5 Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities48Item 6 [Reserved]49Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations50Item 7A. Quantitative and Qualitative Disclosures about Market Risk55Item 8 Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure56Item 9A Controls and Procedures56Item 9B Other Information56Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections56PART IIIItem 10 Directors, Executive Officers and Corporate Governance57Item 11 Executive Compensation64Item 12 Security ownership of Certain Beneficial Owners and Management and Related Stockholder Matters67Item 13 Certain Relationships and Related Transactions, and Director Independence69Item 14 Principal Accountant Fees and Services70PART IVItem 15 Exhibit and Financial Statement Schedules71Item 16 Form 10-K Summary73 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 19