Tenon Medical, Inc. Common Stock FY 2026 Earnings Call

Hello everyone, and welcome to the Tenon Medical 2026 Annual Meeting of Stockholders. I would now like to introduce Steve Foster, who serves as Chief Executive Officer and President of Tenon Medical.

Thank you, Anna. Good morning, and thank you for joining the Tenon Medical 2026 Virtual Annual Meeting of Stockholders. I am Steve Foster, CEO and President, as well as a Director of Tenon Medical, and I am pleased to be presiding over today's meeting. Also joining me today virtually are members of our board of directors, and it is my pleasure to introduce each of them now. Rich Ferrari is a Tenon co-founder, director, and Executive Chairman of the company. Mr. Richard Ginn is a co-founder and Chief Technology Officer of Tenon Medical and serves as a director of the company. Dr. Stephen Hochschuler has been a director of our board since 2022 and serves on our nominating and corporate governance committees. Mr. Ivan Howard joined the board in 2022 as a director and serves as chairman of the audit committee. Mr. Robert K. Weigle has been a director of our board since 2022.

He serves on our audit committee and as chairman of the compensation and nominating and corporate governance committees. Ms. Kristine Jacques joined as a director of our board in March of 2024 and serves on our audit and compensation committees. In addition to the board, we have several of our executive officers joining us today, including Mr. Kevin Williamson, our Chief Financial Officer. Finally, also present is Jack Ankerstjerne from Haskell & White LLP, the company's independent auditor. He will be available to answer questions during the question and answer session at the end of the meeting. After the formal portion of this meeting, we have time set aside at the end for questions and answers.

You will be able to ask questions at any time by using the Q&A box on the bottom right side of the screen, which will be added to a queue to be answered at the end of the meeting. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, you can vote at any time by using the voting tool on the bottom right of your screen. Voting has been open since June 23rd, 2026, and will remain open until we close the polls later in this meeting, at which point I will announce that voting has ended. Note that if you already voted, it is not necessary to vote again.

Before I turn the meeting over to Kevin Williamson, our Secretary and Chief Financial Officer, on behalf of the board and management team at Tenon, I'd like to thank you, our stockholders, for your continued confidence and investment in Tenon Medical. Now, it's my pleasure to call to order our annual meeting of stockholders. Kevin Williamson will act as the secretary of the meeting, and at this time, I'll turn the meeting over to Kevin for further comment.

Thank you, Steve. Good morning and welcome everyone. I am Kevin Williamson, the company's Chief Financial Officer and Secretary. Today's meeting is being recorded and will be made available on our website, tenonmed.com, as soon as practical after the meeting. Copies of our proxy statement and 2025 annual report on Form 10-K and the rules for this meeting can be found at the bottom of the meeting website. Broadridge Financial Solutions has confirmed to me that the notice of this meeting, our 2025 annual report on Form 10-K, proxy statement, and related proxy materials were mailed on or about June 23rd, 2026 to stockholders of record as of June 8th, 2026, the record date for this meeting. An affidavit to this effect will be filed with the minutes of the meeting.

Jan Castillo of Broadridge Financial Solutions is acting as Inspector of Election for this meeting and has taken the oath of office, which will be filed with the minutes of the meeting. All stockholders of record at the close of business on June 8th, 2026, are entitled to vote at this meeting. A list of stockholders as of the record date of June 8th, 2026, who are entitled to receive notice of and vote at this meeting is available for inspection during this meeting at the bottom of the meeting website. Voting has been possible since June 23rd, 2026. Jan Castillo confirmed that a quorum is represented, so this meeting has been duly called and is officially convened. There are six matters before stockholders today. Each is identified in the notice of meeting and described in our proxy statement.

The first order of business is the election of the following seven nominees as directors of Tenon Medical, Inc. Steven Foster, Richard Ginn, Ivan Howard, Richard Ferrari, Robert Weigle, Dr. Steven Hochschuler, Kristine Jacques. Each director nominee has been nominated to serve as a director until our 2027 annual meeting. As secretary, I can confirm that no other nominations have been received. The board unanimously recommends that the stockholders vote in favor of the election of each nominee to the board. The second order of business is to ratify the board's selection of Haskell & White LLP as our independent registered public accounting firm for the fiscal year 2026, also referred to as the auditor appointment proposal.

On April 26th, 2026, the audit committee engaged Haskell & White LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board unanimously recommends that the stockholders vote in favor of the auditor appointment proposal. The third order of business is to approve an amendment to the company's second amended and restated certificate of incorporation to provide for a reverse stock split if the company's issued an outstanding common stock at a ratio within the range from 1 for 2 to 1 for 35. The final ratio of which shall be determined by the board of directors of the company in its sole discretion. This is also referred to as the reverse stock split proposal. The board unanimously recommends that stockholders vote in favor of the reverse stock split proposal.

The fourth order of business is to approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the issuance of shares of common stock underlying convertible promissory notes issued by the company in the debt financing on March 11th, 2026, which may exceed 19.99% of the company's outstanding shares of common stock as of March 11, 2026. This is also referred to as the debt financing proposal. The board unanimously recommends that stockholders vote in favor of the debt financing proposal. The fifth order of business is to approve, for purposes of Nasdaq Listing Rule 5635(b), any 20% issuance, as defined in the proxy statement, made by the company that is less than the minimum price and is within the Nasdaq parameters described in the proxy statement. This is also referred to as future financings proposal. The board unanimously recommends that stockholders vote in favor of the future financings proposal.

The sixth and final item of business is approval of the adjournment of the annual meeting. We may ask stockholders to vote on a proposal to adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the annual meeting to adopt any of the proposals. In that event, stockholders will be asked to vote only upon this proposal and not on any other matter. If this proposal is approved, the board may, in its discretion, if necessary or appropriate, adjourn the annual meeting to use the additional time to solicit additional proxies in favor of any of the other proposals. The board of directors unanimously recommends that stockholders approve the adjournment of the annual meeting if necessary or appropriate. Mr. Foster, each of the items has been properly brought before this meeting.

Now I turn the meeting back to you.

Thank you, Kevin. Now that everyone has had the opportunity to vote, I now declare the polls closed at approximately 10:39 A.M. Pacific Time on July 23rd, 2026. We will announce the preliminary voting results, and after we adjourn the formal portion of the meeting, we will open up the floor for stockholder questions. I'd like to thank each of you that have chosen to invest in Tenon Medical and those following our progress. Thank you for joining us today. I'd like to hand the floor back to Kevin Williamson for the preliminary voting results.

Thank you, Steve. The Inspector of Election furnished me with the preliminary voting results. The preliminary results are as follows. Each of the seven nominees for director has been elected to the board. The auditor appointment proposal has been approved. The reverse stock split proposal has been approved. The debt financing proposal has been approved. The future financings proposal has been approved. The adjournment of the annual meeting, if necessary or appropriate to solicit additional proxies, has been approved. The final report of the Inspector of Elections will be filed with the minutes of the meeting, and the results will be filed with the SEC on a Form 8-K. I'd now like to turn the meeting back to Steve.

Thank you, Kevin. This completes our 2026 annual meeting of stockholders. The meeting is adjourned. Thank you all for attending. We'll now open the floor to questions from stockholders. Mr. Williamson will join me to answer questions, as well as Mr. Ankerstjerne and board members if necessary.

Thank you, Mr. Foster. I can confirm there are no questions at this time.

Thank you for your questions and being involved and continued dedication to Tenon Medical. I'd now like to turn it over to our host to bring this meeting to a conclusion.

This concludes the stockholder meeting. Thank you to all stockholders for attending today's meeting. Enjoy the rest of your day.