Tenon Medical Inc 2026年季度报告

Form 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM_________ to __________ COMMISSION FILE NUMBER 001-41364 TENON MEDICAL, INC.(Exact name of registrant as specified in its charter) Delaware45-5574718(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) Securities registered pursuant to Section 12(b) of the Act: 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 12months (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 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (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. LargeacceleratedfilerNon-accelerated filer 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 is a shell company (as defined in Rule12b-2 of the Exchange Act)Yes☐No☒ As of August 13, 2026, the registrant had a total of 667,047 shares of its common stock, par value $0.001 per share, issued andoutstanding. INDEX PagePART I. FINANCIAL INFORMATION1Item1.Condensed Financial Statements (unaudited)1Condensed Balance Sheets1Condensed Statements of Operations and Comprehensive Loss2Condensed Statements of Stockholders’ (Deficit) Equity3Condensed Statements of Cash Flows5Notes to Condensed Financial Statements6Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item3.Quantitative and Qualitative Disclosures About Market Risk24Item4.Controls and Procedures24PARTII. OTHER INFORMATION25Item1.Legal Proceedings25Item1A.Risk Factors25Item2.Unregistered Sales of Equity Securities and Use of Proceeds25Item3.Defaults Upon Senior Securities25Item4.Mine Safety Disclosures25Item5.Other Information25Item6.Exhibits26SIGNATURES29 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our currentexpectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indicationsof the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on informationavailable at the time those statements are made and/or management’s good faith belief as of that time with respect to future events andare subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in orsuggested by the forward-looking statements. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-lookingstatements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,”“estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressionsand comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to,statements about: ●Our ability to effectively operate our business;●Our ability to manage our research, development, expansion, growth and operating expenses;●Our ability to evaluate and measure our business, prospects and performance metrics;●Our ability and our national distributor’s ability to compete, directly and indirectly, and succeed in the highly competitivemedical devices industry;●Our ability to respond and ada