TNON Tenon Medical, Inc. - 8-K

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

On May 21, 2026, Tenon Medical, Inc. (the “Company”)
received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated May 21, 2026, notifying
the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq
Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000.
In the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, the Company reported stockholders’
equity of $1,895,000, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing
Rule 5550(b)(1). In addition, the Company does not currently meet the alternative compliance standards relating to the market value of
listed securities or net income from continuing operations.

Under Nasdaq rules, the Company has 45 calendar
days, or until July 6, 2026, to submit a plan to regain compliance. If the Company’s plan to regain compliance is accepted, Nasdaq
can grant an extension of up to 180 calendar days from the date of the Notice for the Company to regain compliance.

The Company is presently evaluating various courses
of action to regain compliance and intends to timely submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule 5550(b)(1).
However, there can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain
compliance and maintain its listing on The Nasdaq Capital Market. If the Company fails to submit a plan to regain compliance with the
minimum stockholders’ equity standard, or the Company’s plan is not accepted, or if Nasdaq grants an extension but the Company
does not regain compliance within the extension period, Nasdaq will provide notice that the Company’s securities will become subject
to delisting. In such event, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance
plan or any delisting determination to a Nasdaq Hearings Panel. The hearing request would stay any suspension or delisting action pending
the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

The Notice has no immediate effect on the listing
or trading of the Company’s common stock on the Nasdaq Capital Market and does not affect the Company’s business, operations,
or reporting requirements with the Securities and Exchange Commission.

Cautionary Statement Regarding Forward-Looking
Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability
to regain compliance with Nasdaq’s minimum stockholders’ equity requirement, the Company’s plans to consider available
options to regain compliance, and the Company’s eligibility for an additional compliance period. Forward-looking statements are
based on current expectations and assumptions, are subject to risks and uncertainties, and are not guarantees of future performance. Actual
results may differ materially from those anticipated in the forward-looking statements due to various factors, including but not limited
to: general economic and market conditions; changes in the Company’s business strategy; and other risks and uncertainties described
in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise, except as required by law.

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