---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-003047"
form_type: "8-K"
ticker: "TNON"
cik: "0001560293"
company_name: "Tenon Medical, Inc."
filed_at: "2024-01-11T23:59:59+00:00"
generated_at: "2026-06-07T00:32:43.311514+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Tenon Medical receives Nasdaq non-compliance notice over independent director shortfall after resignation

## Summary
- Frank Fischer resigned from Board and all committees effective Nov 30, 2023, causing non-compliance.
- Board now has 6 directors, only 3 independent; Audit Committee has 2 of 3 needed, Compensation Committee 1 of 2.
- Cure period runs until earlier of next annual meeting or Nov 30, 2024; if annual meeting before May 28, 2024, compliance due May 28, 2024.
- Company intends to appoint one or more independent directors to fill vacancies during cure period.
- Notice has no immediate effect on listing or trading of common stock or warrants on Nasdaq.

## SEC filing metadata
- accession: 0001213900-24-003047
- form_type: 8-K
- ticker: TNON
- cik: 0001560293
- company_name: Tenon Medical, Inc.
- filed_at: 2024-01-11T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1560293/000121390024003047/0001213900-24-003047-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1560293/000121390024003047/ea191545-8k_tenon.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-003047
- JSON: https://secwatch.observer/filing/0001213900-24-003047.json
- Plain text: https://secwatch.observer/filing/0001213900-24-003047.txt

## Key facts
- Listing & Compliance Notices
  Tenon Medical, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605, 5605(b)(1)(A)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: audit committee
  - Rules: 5605, 5605(b)(1)(A)
  source text: January 4, 2024, Tenon Medical, Inc. (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated January 4, 2024, indicating that, as a result of Frank Fischer’s resignation from the Board of Directors of the Company (“Board”), audit committee of the Board (the “Audit Committee”) and compensation committee of the Board (the “Compensation Committee”), effective November 30, 2023, that the Company is not currently in compliance with Nasdaq Listing Rule 5605, which requires that (i) a majority of the Board be comprised of independent directors, (ii)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560293/000121390024003047/0001213900-24-003047-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.