You should read the following discussion and analysis of our financial condition
and results of operations together with our financial statements and the notes
to those statements included elsewhere in this Annual Report on Form 10-K. In
addition to historical financial information, this discussion and analysis
contains forward-looking statements that reflect our plans, estimates and
beliefs. You should not place undue reliance on these forward-looking
statements, which involve risks and uncertainties. As a result of many factors,
including but not limited to those set forth under ''Risk Factors,'' our actual
results may differ materially from those anticipated in these forward-looking
statements. See "Cautionary Note Regarding Forward-Looking Statements."

Overview

Tenon Medical, Inc., a medical device company formed in 2012, has developed a
proprietary, U.S. Food and Drug Administration ("FDA") approved surgical
implant-system, which we call The Catamaran
TM
SI Joint Fusion System ("The Catamaran System"). The Catamaran System offers a
novel, less invasive inferior-posterior approach to the sacroiliac joint ("SI
Joint") using a single, robust titanium implant to treat SI Joint dysfunction
that often causes severe lower back pain. The system features the Catamaran™
Fixation Device which passes through both the axial and sagittal planes of the
ilium and sacrum, transfixing the SI Joint along its longitudinal axis.
Published clinical studies have shown that 15% to 30% of all chronic lower back
pain is associated with the SI Joint.

With an entry similar to the SI Joint injection, the surgical approach is direct
to the joint. The angle and trajectory of the Inferior-Posterior approach is
designed to point away from critical neural and vascular structures and into the
strongest cortical bone. Joined by a patented osteotome bridge, the implant
design consists of two hollow fenestrated pontoons with an open framework to
facilitate bony in-growth through the SI Joint. One pontoon fixates into the
ilium and the other into the sacrum. The osteotome is designed to disrupt the
articular portion of the joint to help facilitate a fusion response.

Our initial clinical results indicate that The Catamaran System implant is
promoting fusion across the joint as evidenced by CT scans which is the gold
standard widely accepted by the clinical community. We had our national launch
of The Catamaran System in October 2022 and are building a sales and marketing
infrastructure to market our product and address the greatly underserved market
opportunity that exists.

We believe that the implant design and procedure we have developed, along with
the 2D and 3D protocols for proper implantation will be received well by the
clinician community who have been looking for a next generation device.

We have incurred net losses since our inception in 2012. We had net losses of
approximately $18.9 million and $7.1 million for the years ended December 31,
2022 and 2021, respectively. As of December 31, 2022, we had an accumulated
deficit of approximately $39.5 million. To date, we have financed our operations
primarily through private placements of equity securities, certain debt-related
financing arrangements, and sales of our product. We have devoted substantially
all of our resources to research and development, regulatory matters and sales
and marketing of our product.

Reverse Stock Split


On April 6, 2022, we effected a 1:2 reverse stock split (the "Reverse Stock
Split"). Any fractional shares that would have resulted from the Reverse Stock
Split were rounded up to the nearest whole share. Our authorized common stock
was not impacted by the Reverse Stock Split. Immediately after the Reverse Stock
Split there were 989,954 shares of our common stock outstanding. Profit per
share and share amounts for the consolidated financial statements as of and for
the years ended December 31, 2022 and 2021 reflect the impact of the Reverse
Stock Split. Further, we have retrospectively adjusted the 2021 financial
statements for profit per share and share amounts as a result of the Reverse
Stock Split.

Critical Accounting Policies and Significant Judgments and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our audited consolidated financial statements, which
have been prepared in accordance with United States generally accepted
accounting principles ("U.S. GAAP"). The preparation of these financial
statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, as well as the
reported results of operations during the reporting periods. Our estimates are
based on our historical experience and on various other factors that we believe
are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results could differ from these
estimates under different assumptions or conditions. While our significant
accounting policies are described in more detail in the notes to our
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K, we believe that the accounting policies discussed below are those
that are most critical to understanding our historical and future performance,
as these policies relate to the more significant areas involving management's
judgments and estimates. For more detail on our critical accounting policies,
see Note 2 to our consolidated financial statements.


 52




Investments

We classify our investments in marketable debt securities as available-for-sale
and record them at fair value in our consolidated balance sheets. Net unrealized
gains and losses are recorded as a separate component of stockholders' equity.
Realized gains and losses are recorded in the consolidated statements of
operations and comprehensive loss. We determine realized gains or losses on the
sale of marketable debt securities on a specific identification method, and
record such gains and losses as a component of other income (expense), net.
Revenue Recognition

Our revenue is derived from the sale of our products to medical groups and
hospitals in the United States. Revenue is recognized when control is
transferred to the customer, in an amount that reflects the consideration we
expect to be entitled to in exchange for the goods or services, using the
following five step approach: (1) identify the contract with a customer, (2)
identify the performance obligations in the contract, (3) determine the
transaction price, (4) allocate the transaction price to the performance
obligations in the contract, and (5) recognize revenue when a performance
obligation is satisfied.

We generate our revenue from the sale of products to hospitals or medical
facilities where our products are delivered in advance of a procedure. The
performance obligation is the delivery of the products along with the completion
of the surgery and therefore, revenue is recognized upon delivery to the
customers and completion of the surgery, net of rebates and price discounts. We
account for rebates and price discounts as a reduction to revenue, calculated
based on the terms agreed to with the customer. Historically, there have been no
significant rebates or price discounts. Sales prices are specified prior to the
transfer of control to the customer, via either the customer contract, agreed
price list, purchase order, or written communication with the customer. Prior to
October 2022, we had an agreement in place with a national distributor, which
included standard terms that did not allow for payment contingent on resale of
the product, obtaining financing, or other terms that could impact the
distributor's payment obligation. We billed and collected directly with the
end-user customers and recognized revenue based on the gross sales price. For
direct sales to end-user customers, our standard payment terms are generally net
30 days.

We offer our standard warranty to all customers. We do not sell any warranties
on a standalone basis. Our warranty provides that our products are free of
material defects and conform to specifications, and includes an offer to replace
or refund the purchase price of defective products. This assurance does not
constitute a service and is not considered a separate performance obligation. We
estimate warranty liabilities at the time of revenue recognition and record them
as a charge to cost of goods sold.
Stock-Based Compensation

We account for all stock-based compensation awards using a fair-value method on
the grant date and recognize the fair value of each award as an expense over the
requisite service period.

We recognize compensation costs related to stock-based awards granted to
employees, directors, and consultants including stock options, based on the
estimated fair value of the awards on the date of grant. We estimate the grant
date fair value, and the resulting stock-based compensation, using the
Black-Scholes option-pricing model. The grant date fair value of the stock-based
awards is generally recognized on a straight-line basis over the requisite
service period, which is generally the vesting period of the respective awards.

The Black-Scholes option-pricing model requires the use of subjective assumptions to determine the fair value of stock-based awards. These assumptions include:



Expected Term
-The expected term represents the period that stock-based awards are expected to
be outstanding. The expected term for option grants is determined using the
simplified method. The simplified method deems the expected term to be the
midpoint between the vesting date and the contractual life of the stock-based
awards.

Expected Volatility
-Since we have only been publicly held since April 2022 and do not have any
trading history for our common stock, the expected volatility was estimated
based on the average volatility for comparable publicly traded companies over a
period equal to the expected term of the stock option grants. The comparable
companies were chosen based on their similar size, stage in the life cycle, or
area of specialty.

Risk-Free Interest Rate
-The risk-free interest rate is based on the U.S. Treasury zero coupon issues in
effect at the time of grant for periods corresponding with the expected term of
option.

Expected Dividend
-We have never paid dividends on our common stock and have no plans to pay
dividends on our common stock. Therefore, we used an expected dividend yield of
zero.

We account for forfeitures as they occur.





 53




Our board of directors intends all options granted to be exercisable at a price
per share not less than the per share fair value of our common stock underlying
those options on the date of grant.

Prior to our initial public offering, the estimated fair value of our common
stock was determined at each valuation date by a third-party independent
valuation firm in accordance with the guidelines outlined in the American
Institute of Certified Public Accountants Practice Aid, Valuation of
Privately-Held-Company Equity Securities Issued as Compensation. These
valuations took into account numerous factors, including developments at our
company and market conditions.

The May 21, 2021 valuation used a hybrid method which combines the Probability
Weighted Expected Return Method ("PWERM") with the OPM. The PWERM considers a
set of discrete potential liquidity scenarios for the Company, the value common
stock would receive in each scenario, and the time required and risk inherent in
achieving those values. The May 21, 2021 valuation examined the following
scenarios for the Company: (i) an IPO; (ii) remaining private and raising
capital; and (iii) dissolution. Within the IPO scenario, 100% weighting was
placed on the Market Approach for determining the enterprise value. The Market
Approach assumes that businesses operating in the same industry will share
similar characteristics, and therefore a comparison of the business to similar
businesses whose financial information is publicly available may provide a
reasonable basis to estimate a subject business's value. The equity value in the
IPO scenario was estimated considering guideline IPOs, the anticipated size of
the Company's offering, and forecasted cash and debt. The estimated common stock
value as of the IPO was present valued using a discount rate of 22.4% based on
Company's WACC, less an adjustment of 2.0% to reflect the risk reduction of an
IPO event.

The August 31, 2021 valuation used a hybrid method which combines the
Probability Weighted Expected Return Method ("PWERM") with the OPM. The PWERM
considers a set of discrete potential liquidity scenarios for the Company, the
value common stock would receive in each scenario, and the time required and
risk inherent in achieving those values. The August 31, 2021 valuation examined
the following scenarios for the Company: (i) an IPO; (ii) remaining private and
raising capital; and (iii) dissolution. Within the IPO scenario, 100% weighting
was placed on the Market Approach for determining the enterprise value. The
Market Approach assumes that businesses operating in the same industry will
share similar characteristics, and therefore a comparison of the business to
similar businesses whose financial information is publicly available may provide
a reasonable basis to estimate a subject business's value. The equity value in
the IPO scenario was estimated considering guideline IPOs, the anticipated size
of the Company's offering, and forecasted cash and debt. The estimated common
stock value as of the IPO was present valued using a discount rate of 32.0%
based on Company's WACC, less an adjustment of 5.0% to reflect the risk
reduction of an IPO event.

The October 28, 2021 valuation used a hybrid method which combines the
Probability Weighted Expected Return Method ("PWERM") with the OPM. The PWERM
considers a set of discrete potential liquidity scenarios for the Company, the
value common stock would receive in each scenario, and the time required and
risk inherent in achieving those values. The October 28, 2021 valuation examined
the following scenarios for the Company: (i) an IPO; (ii) remaining private and
raising capital; and (iii) dissolution. Within the IPO scenario, 100% weighting
was placed on the Market Approach for determining the enterprise value. The
Market Approach assumes that businesses operating in the same industry will
share similar characteristics, and therefore a comparison of the business to
similar businesses whose financial information is publicly available may provide
a reasonable basis to estimate a subject business's value. The equity value in
the IPO scenario was estimated considering guideline IPOs, the anticipated size
of the Company's offering, and forecasted cash and debt. The estimated common
stock value as of the IPO was present valued using a discount rate of 27.2%
based on Company's WACC, less an adjustment of 5.0% to reflect the risk
reduction of an IPO event.

In determining the enterprise value within the remain private scenario, 100%
weighting was applied to the DCF Method under the income approach, in the same
manner as in the December 31, 2018, 2019, and 2020 valuations. The discount rate
in this scenario was determined to be 22.4% based on Company's WACC. Adjustments
were made to the enterprise value for the Company's cash and debt as of the
valuation date to determine the equity value in this scenario. The OPM was used
to allocate the equity value to our common stock. The equity volatility rate was
determined to be 70.0% based on the volatility rate of certain comparable public
companies. DLOMs of (i) 10.0% in the IPO scenario and (ii) 30.0% in the
remaining private scenario were applied to the common stock.

Following the closing of the initial public offering, the fair value of our common stock was determined based on the closing price of our common stock on the Nasdaq Capital Market.



Common Stock Warrants

We account for warrants for shares of common stock as equity in accordance with
the accounting guidance for derivatives. The accounting guidance provides a
scope exception from classifying and measuring as a financial liability a
contract that would otherwise meet the definition of a derivative if the
contract is both (i) indexed to the entity's own stock and (ii) classified in
the stockholders' deficit section of the consolidated balance sheet. We estimate
the fair value of our warrants for shares of common stock by using the
Black-Scholes option pricing model. Warrants classified as equity are recorded
as additional paid-in capital on the consolidated balance sheet and no further
adjustments to their valuation are made after the issuance of the warrants.



 54




Income Taxes

We account for income taxes under the asset and liability method, whereby
deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
the enacted tax rates in effect for the year in which the differences are
expected to affect taxable income. We assess the likelihood that the resulting
deferred tax assets will be realized. A valuation allowance is provided when it
is more likely than not that some portion or all of a deferred tax asset will
not be realized.

We did not record a provision or benefit for income taxes during the twelve months ended December 31, 2022 or 2021. We continue to maintain a full valuation allowance against our net deferred tax assets.


We assess all material positions taken in any income tax return, including all
significant uncertain positions, in all tax years that are still subject to
assessment or challenge by relevant taxing authorities. Assessing an uncertain
tax position begins with the initial determination of the position's
sustainability and is measured at the largest amount of benefit that is greater
than fifty percent likely of being realized upon ultimate settlement. As of each
balance sheet date, unresolved uncertain tax positions must be reassessed, and
we will determine whether (i) the factors underlying the sustainability
assertion have changed and (ii) the amount of the recognized tax benefit is
still appropriate. The recognition and measurement of tax benefits requires
significant judgment. Judgments concerning the recognition and measurement of a
tax benefit may change as new information becomes available.

The Tax Reform Act of 1986 limits the use of net operating loss and tax credit
carryforwards in certain situations where changes occur in the stock ownership
of a company. We have not completed a study to determine whether any ownership
changes per the provisions of Section 382 of the Tax Reform Act of 1986, as
amended, as well as similar state provisions, have occurred.

Financial Operations Overview

Revenue


We derive substantially all our revenue from sales of The Catamaran System to a
limited number of clinicians. Revenue from sales of The Catamaran System
fluctuates based on volume of cases (procedures performed), discounts, and the
number of implants used for a particular patient. Similar to other orthopedic
companies, our revenue can also fluctuate from quarter to quarter due to a
variety of factors, including reimbursement, changes in independent sales
representatives and physician activities.
Cost of Goods Sold, Gross Profit, and Gross Margin

We utilize contract manufacturers for production of The Catamaran System
implants and instrument sets. Cost of goods sold consists primarily of costs of
the components of The Catamaran System implants and instruments, quality
inspection, packaging, scrap and inventory obsolescence, as well as
distribution-related expenses such as logistics and shipping costs. We
anticipate that our cost of goods sold will increase in absolute dollars as case
levels increase.

Our gross margins have been and will continue to be affected by a variety of
factors, including the cost to have our product manufactured for us, pricing
pressure from increasing competition, and the factors described above impacting
our revenue.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development,
and general and administrative expenses. Personnel costs are the most
significant component of operating expenses and consist of consulting expenses,
salaries, sales commissions and other cash and stock-based compensation related
expenses. We expect operating expenses to increase in absolute dollars as we
continue to invest and grow our business.

Sales and Marketing Expenses



Sales and marketing expenses primarily consist of independent sales
representative training and commissions in addition to salaries and stock-based
compensation expense. Starting in May 2021, commissions to our national
distributor have been based on a percentage of sales and we anticipate that
these commissions will make up a significant portion of our sales and marketing
expenses. We expect our sales and marketing expenses to increase in absolute
dollars with the commercial launch of The Catamaran System resulting in higher
commissions, increased The Catamaran System clinician and sales representative
training, and the start of clinical studies to gain wider clinician adoption of
The Catamaran System. Our sales and marketing expenses may fluctuate from period
to period due to timing of sales and marketing activities related to the
commercial launch of our product.

Research and Development Expenses



Our research and development expenses primarily consist of engineering, product
development, regulatory expenses, and consulting services, outside prototyping
services, outside research activities, materials, and other costs associated
with development of our product. Research and development expenses also include
related personnel and consultants' compensation and stock-based compensation
expense. We expense research and development costs as they are incurred. We
expect research and development expense to increase in absolute dollars as we
improve The Catamaran System, develop new products, add research and development
personnel, and undergo clinical activities that may be required for regulatory
clearances of future products.


 55




General and Administrative Expenses



General and administrative expenses primarily consist of salaries, consultants'
compensation, stock-based compensation expense, and other costs for finance,
accounting, legal, compliance, and administrative matters. We expect our general
and administrative expenses to increase in absolute dollars as we add personnel
and IT infrastructure to support the growth of our business. We also expect to
incur additional general and administrative expenses as a result of operating as
a public company, including but not limited to: expenses related to compliance
with the rules and regulations of the SEC and those of The Nasdaq Capital Market
LLC on which our securities will be traded; additional insurance expenses;
investor relations activities; and other administrative and professional
services. While we expect the general and administrative expenses to increase in
absolute dollars, we anticipate that it will decrease as a percentage of revenue
over time.

Gain (Loss) on Investments

Gain (loss) on investments consists of interest income and realized gains and losses from the sale of our investments in money market and corporate debt securities.

Interest Expense

Interest expense is related to borrowings and includes deemed interest derived from the beneficial conversion prices of notes payable.

Other Income (Expense), Net

Other income and expenses have not been significant to date.





 56



Results of Operations (in thousands, except percentages)



                                                                  Year
                                                                   s
                                                                 Ended
                                                              December 31,
Consolidated Statements of Operations Data in Dollars:     2022          2021
Revenue                                                  $     691     $    160
Cost of goods sold                                           1,332           55
Gross (loss) profit                                           (641 )        105
Operating expenses:
Research and development                                     2,828        1,718
Sales and marketing                                          7,833        2,141
General and administrative                                   7,423        2,707
Total operating expenses                                    18,084        6,566
Loss from operations                                       (18,725 )     (6,461 )
Interest and other income (expense), net:
Gain on investments                                            180            2
Interest expense                                              (354 )       (621 )
Other income (expense)                                         (18 )         (1 )
Net loss                                                   (18,917 )     (7,081 )

Loss attributable to non-controlling interest                    -          (33 )
Net loss attributable to Tenon Medical, Inc.             $ (18,917 )   $ (7,048 )




                                                                                                   Year
                                                                                                    s
                                                                                                  Ended
                                                                                               December 31,
Consolidated Statements of Operations Data as a Percent of Revenue:     2022                              2021
Revenue                                                                     100 %                                                100 %

Cost of goods sold                                                          193                                                   34
Gross profit                                                                (93 )                                                 66
Operating expenses:

Research and development                                                    409                                                1,074

Sales and marketing                                                       1,134                                                1,338

General and administrative                                                1,074                                                1,692

Total operating expenses                                                  2,617                                                4,104
Loss from operations                                                     (2,710 )                                             (4,038 )

Interest and other income (expense), net:



Gain on investments                                                          26                                                    1
Interest expense                                                            (51 )                                               (388 )
Other expense                                                                (3 )                                                 (1 )
Net loss                                                                 (2,738 )                                             (4,426 )

Loss attributable to non-controlling interest                                 -                                                  (21 )
Net loss attributable to Tenon Medical, Inc.                             (2,738 )%                                            (4,405 )%



Comparison of the years ended December 31, 2022 and 2021 (in thousands, except percentages)

Revenue, Cost of Goods Sold, Gross Profit, and Gross Margin



                                          Year
                                            s
                                   Ended December 31,
                                    2022           2021       $ Change       % Change

Revenue                          $      691        $ 160     $      531            332 %

Cost of goods sold                    1,332           55          1,277          2,322 %

Gross (loss) profit              $     (641 )      $ 105     $     (746 )         (710 )%
Gross (loss) profit percentage          (93 )%        66 %



Revenue.


The increase in revenue for the year ended December 31, 2022 as compared to 2021
was primarily due to increases of 361% in the number of surgical procedures in
which The Catamaran System was used, combined with lower revenue per procedure
due to a national distribution agreement in effect for sales from July 2020
through April of 2021 that decreased the amount of revenue that the Company was
able to recognize per surgical procedure.

Cost of Goods Sold, Gross Profit, and Gross Margin.
The increase in cost of goods sold for the year ended December 31, 2022 as
compared to 2021 was due to an increase in operations overhead spending as the
Company progressed toward commercial launch of The Catamaran System, combined
with a 361% year-over-year increase in the number of surgical procedures. Gross
(loss) profit decreased due to the increases in overhead spending and the number
of surgical procedures. Gross margin percentage decreased due to higher
operations overhead spending, and partially offset by higher revenue per
procedure from resulting from an amended and restated national distribution

agreement.


 57




Operating Expenses


                                      Year
                                        s
                               Ended December 31,
                                2022          2021       $ Change      % Change
Research and development     $     2,828     $ 1,718     $   1,110            65 %
Sales and marketing                7,833       2,141         5,692           266 %
General and administrative         7,423       2,707         4,716           174 %
Total operating expenses     $    18,084     $ 6,566     $  11,518



Research and Development Expenses.
Research and development expenses for the year ended December 31, 2022 increased
as compared to 2021 primarily due to increased stock-based compensation ($899)
and payroll expenses ($344), partially offset by decreased professional fees
($212). The increase in payroll and stock-based compensation expenses in 2022
reflects the fact that we did not have any employees during the first three
months of 2021. The decrease in consulting expenses in 2022 relates to a
quality/regulatory consulting group hired in May 2021 to upgrade our quality
system.

Sales and Marketing Expenses.
Sales and marketing expenses for the year ended December 31, 2022 increased as
compared to 2021 primarily due to payments to SpineSource in association with
the termination of the Sales Agreement ($3,611), increased payroll expenses
($674), consulting fees ($509), sales commissions ($255), clinical and marketing
collateral expenses ($189), and sales training expenses ($157). The increase in
consulting fees in 2022 is primarily due to the common stock issued for services
in the second quarter of 2022.

General and Administrative Expenses
. General and administrative expenses for the year ended December 31, 2022
increased as compared to 2021 primarily due to the legal settlement accrual
($574), increased stock-based compensation ($1,459), payroll expenses ($756),
insurance expense ($1,052), consulting fees ($479), and legal fees ($208). The
significant increase in general and administrative expenses in 2022 was a result
of the Company's ongoing transition to an operating company with formalization
and amendment of consulting and sales representative agreements, an audit of our
2021 consolidated financial statements and reviews of our quarterly results by
our outside accounting firm and by legal representatives, and the creation of an
infrastructure to support future growth through the hiring of employees and
establishment of a facility lease.


Gain (Loss) on Investments, Interest Expense and Other Income (Expense), Net

                                    Year
                                      s
                             Ended December 31,
                             2022           2021       $ Change       % Change
Gain on investments        $     180       $     2     $     178          8,900 %
Interest expense                (354 )        (621 )         267            (43 )%
Other expense, net               (18 )          (1 )         (17 )        1,700 %
Total operating expenses   $    (192 )     $  (620 )   $     428



Gain on Investments.
Gain on investments for the year ended December 31, 2022 increased as compared
to 2021 due to interest on our investments in money market and corporate debt
securities. We did not have significant investments in corporate debt securities
during the first nine months of 2021.

Interest Expense.
Interest expense for the year ended December 31, 2022 decreased as compared to
2021 primarily due to the conversion of our convertible debt in association with
our initial public offering in April 2022.

Other Expense, Net
. Other income and expenses were not significant during the twelve months ended
December 31, 2022 and 2021.


Liquidity and Capital Resources



As of December 31, 2022, we had cash and cash equivalents and short-term
investments of $8.6 million. Since inception, we have financed our operations
through private placements of preferred stock, debt financing arrangements, our
initial public offering and the sale of our products. As of December 31, 2022,
we had no outstanding debt.

As of December 31, 2022, we had an accumulated deficit of $39.5 million. During
the years ended December 31, 2022 and 2021, we incurred net losses of $18.9
million and $7.1 million, respectively, and expect to incur additional losses in
the future. We have not achieved positive cash flow from operations to date. On
April 29, 2022, the Company closed an initial public offering of its common
stock. Based upon our current operating plan, we believe that the net proceeds
from this initial public offering, together with our existing cash and cash
equivalents, will not be sufficient to fund our operating expenses and capital
expenditure requirements through at least the next 12 months from the date these
consolidated financial statements were available to be released. We plan to
raise the necessary additional capital through one or a combination of public or
private equity offerings, debt financings, and collaborations or licensing
arrangements. We continue to face challenges and uncertainties and, as a result,
our available capital resources may be consumed more rapidly than currently
expected due to (a) the uncertainty of future revenues from The Catamaran
System; (b)changes we may make to the business that affect ongoing operating
expenses; (c)changes we may make in our business strategy; (d)regulatory
developments affecting our existing products; (e)changes we may make in our
research and development spending plans; and (f)other items affecting our
forecasted level of expenditures and use of cash resources.


 58




As we attempt to raise additional capital to fund our operations, funding may
not be available to us on acceptable terms, or at all. If we are unable to
obtain adequate financing when needed, we may have to delay, reduce the scope of
or suspend one or more of our sales and marketing efforts, research and
development activities, or other operations. We may seek to raise any necessary
additional capital through a combination of public or private equity offerings,
debt financings, and collaborations or licensing arrangements. If we do raise
additional capital through public or private equity offerings, the ownership
interest of our existing stockholders will be diluted, and the terms of these
securities may include liquidation or other preferences that adversely affect
our stockholders' rights. If we raise additional capital through debt financing,
we may be subject to covenants limiting or restricting our ability to take
specific actions, such as incurring additional debt, making capital
expenditures, or declaring dividends. If we are unable to raise capital, we will
need to delay, reduce, or terminate planned activities to reduce costs. Doing so
will likely harm our ability to execute our business plans.

Contractual Obligations



The following table summarizes our contractual obligations as of December 31,
2022:

                                              Payments Due By Period
                                                  (In thousands)
                                                                                     More
                                    Less than                                        than
                        Total        1 year         1-3 years       4-5 years       5 years
Operating leases       $ 1,048     $       293     $       611     $       144     $       -
Purchase obligations         -               -               -               -             -
Total                  $ 1,048     $       293     $       611     $       144     $       -


Cash Flows (in thousands, except percentages)



The following table sets forth the primary sources and uses of cash for each of
the periods presented below:

                                                   Year
                                                    s
                                            Ended December 31,
                                           2022            2021         $ Change        % Change
Net cash (used in) provided by:
Operating activities                    $   (12,025 )   $   (4,292 )   $    (7,733 )           180 %
Investing activities                         (2,884 )       (4,504 )         1,620             (36 )%
Financing activities                         14,114         11,469           2,645              23 %
Effect of foreign currency
translation on cash flow                          7             (2 )             9            (450 )%
Net (decrease) increase in cash and
cash equivalents                        $      (788 )   $    2,671     $    (3,459 )          (130 )%



The increase in net cash used in operating activities for the year ended
December 31, 2022 as compared to 2021 was primarily attributable to our
increased net loss of $11.8 million as we continued to fund operations, adjusted
for increases in non-cash stock-based compensation expenses ($2,520) and common
stock issued for services ($333), in addition to increases in inventory ($82)
and accrued expenses ($1,862) and decreases in accounts payable ($372).

Cash used in investing activities for the year ended December 31, 2022 consisted
primarily of the net purchase of short-term investments of approximately $2.0
million as we invested a portion of our IPO proceeds, in addition to purchases
of property and equipment of $0.8 million as we acquired the components for our
surgical tray sets. Cash used in investing activities for year ended December
31, 2021 consisted primarily of the purchase of short-term investments of $4.4
million and purchased of property and equipment of $0.1 million.

Cash provided by financing activities for the year ended December 31, 2022
consisted of the $14.1 million cash received from our initial public offering in
April 2022, net of relevant expenses. Cash provided by financing activities for
the year ended December 31, 2021 consisted primarily of the issuance of $12.1
million in convertible notes payable.


Off-Balance Sheet Arrangements



As of December 31, 2022 and 2021, we did not have any relationships with
unconsolidated organizations or financial partnerships, such as structured
finance or special purpose entities that would have been established for the
purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes.

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