Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 88066N105 |
Schedule 13G |
1. |
|
Name of Reporting Persons
Zuhlke Ventures AG |
2. |
|
Check the Appropriate Box if a Member of a Group
(see instructions)
(a) ¨ (b) ¨ |
3. |
|
SEC USE ONLY
|
4. |
|
Citizenship or Place of Organization
Switzerland |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
|
5. |
|
Sole Voting Power
2,447,728 |
|
6. |
|
Shared Voting Power
0 |
|
7. |
|
Sole Dispositive Power
2,447,728 |
|
8. |
|
Shared Dispositive Power
0 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,447,728
|
10. |
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (see instructions)
¨ |
11. |
|
Percent of Class Represented by Amount in Row
9
21.8% |
12. |
|
Type of Reporting Person (see instructions)
Company
|
Item 1.
(a) Name of Issuer: The name of
the issuer is Tenon Medical, Inc. (the “Issuer”).
(b) Address of Issuer’s Principal
Executive Offices: 104 Cooper Court, Los Gatos, CA 95032.
Item 2.
(a) Name of Person Filing: The name
of the person filing is:
(i) Zuhlke Ventures AG (“Zuhlke”).
(b) Address of Principal Business Office,
or if None, Residence:
(i) The principal executive office of Zuhlke
is Zurcherstrasse 39j, Schlieren, Switzerland 8952.
(c) Citizenship: Switzerland.
(d) Title of Class of Securities:
The title of the class of securities is Common Stock, par value $0.001 per share.
(e) CUSIP Number: The CUSIP number
for the Common Stock is 88066N105.
Item 3. If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ¨
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) ¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount beneficially owned:
(i) Zuhlke owns 2,447,728 shares of Common
Stock.
(b) Percent of class:
(i) 21.8%
(c) Number of shares as to which the
person has:
(i) Sole power to
vote or to direct the vote: 2,447,728.
(ii) Shared power
to vote or to direct the vote: 0.
(iii) Sole power
to dispose or to direct the disposition: 2,447,728.
(iv) Shared power
to dispose or to direct the disposition: 0.
Item 5. Ownership of 5 Percent or Less
of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following [ ].
Item 6. Ownership of More than 5 Percent
on Behalf of Another Person.
Other than as set forth herein, no other
person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities
reported herein.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification
of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
Not applicable.
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 17, 2022
|
ZUHLKE VENTURES AG |
|
|
|
By: |
/s/ Elena Jasvoin |
|
|
Elena Jasvoin |
|
|
Chief Financial Officer of Zuhlke Ventures AG |