/C O R R E C T I O N -- WallachBeth Capital LLC/

Rhea-AI Summary

Tenon Medical (NASDAQ: TNON) closed a previously announced private placement with an institutional investor, arranged by WallachBeth Capital, raising an estimated $3.0 million in gross proceeds. Tenon sold 597,610 common shares (or pre-funded warrants) plus warrants to purchase up to 1,058,517 common shares.

The combined effective price was $5.02 per share and accompanying warrants, or $5.019 per pre-funded warrant and accompanying warrants. Warrants are immediately exercisable at $5.02 per share and expire five years from issuance. The offering was conducted as an unregistered private placement under Section 4(a)(2) and Regulation D. WallachBeth’s release notes the first paragraph has been corrected for accuracy.

Positive

• Private placement raises estimated $3.0 million gross proceeds for Tenon Medical
• Tenon issues 597,610 shares (or pre-funded warrants) at ~$5.02 effective price
• Additional upside via warrants to purchase up to 1,058,517 shares
• Warrants immediately exercisable with a five-year term at $5.02 strike

Negative

• New equity and warrants create potential dilution across up to 1,656,127 shares
• Gross proceeds of about $3.0 million are before placement fees and expenses
• Securities issued in an unregistered private placement, limiting immediate resale flexibility

Market Context

S-3/A was an effective active shelf dated Aug 14 in the platform record. That financing context adds...

Analysis

S-3/A was an effective active shelf dated Aug 14 in the platform record. That financing context adds scale to the private-placement closing; recent Net Selling is a risk factor to monitor alongside capital needs.

Key Figures

Common shares offered: 597,610 shares Warrants offered: 1,058,517 shares Common share unit price: $5.02 +5 more

8 metrics

Common shares offered 597,610 shares Private placement closing

Warrants offered 1,058,517 shares Underlying accompanying warrants

Common share unit price $5.02 Each common share and accompanying warrants

Pre-funded warrant unit price $5.019 Each pre-funded warrant and accompanying warrants

Pre-funded warrant exercise price $0.001 per share Common stock underlying pre-funded warrants

Warrant exercise price $5.02 per share Immediately exercisable warrants

Warrant expiration Five years From the date of issuance

Gross proceeds $3.0 million Before placement agent fees and offering expenses

Historical Context

5 past events · Latest: Aug 28 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 28	Private placement pricing	Negative	-0.4%	Tenon priced institutional financing with shares, pre-funded warrants, and accompanying warrants.
Aug 28	Private placement pricing	Negative	-0.4%	Company announced $3M financing priced with common shares and warrants.
Aug 24	Nasdaq compliance restored	Positive	-7.6%	Reverse split helped Tenon regain compliance with Nasdaq's minimum bid requirement.
Aug 13	Second-quarter results	Neutral	-13.4%	Revenue and gross margin improved while losses and operating expenses increased.
Aug 06	Reverse stock split	Negative	-12.4%	Tenon implemented a 1-for-35 reverse split to address Nasdaq listing requirements.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

All five recent events had negative 24-hour price reactions, including both prior private-placement announcements at -0.4%.

Key Terms

private placement, pre-funded warrants, regulation d, registration rights

4 terms

private placement financial

"closed its previously announced private placement pursuant to securities purchase agreement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrants financial

"or pre-funded warrants in lieu thereof"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

regulation d regulatory

"and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights regulatory

"the Company has agreed to provide customary registration rights"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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In the news release, WallachBeth Capital Announces Closing of Tenon Medical, issued 31-Aug-2026 by WallachBeth Capital LLC over PR Newswire, we are advised by the company that changes have been made. The complete, corrected release follows, with additional details at the end:

WallachBeth Capital Announces Closing of Tenon Medical $3M Private Placement Offering

JERSEY CITY, N.J., Aug. 31, 2026 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced today that Tenon Medical, Inc. (NASDAQ: TNON) ("Tenon" or the "Company"), a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders closed its previously announced private placement pursuant to securities purchase agreement with an institutional investor to sell 597,610 shares of common stock (or pre-funded warrants in lieu thereof), together with a warrant to purchase up to an aggregate 1,058,517 shares of common stock. The combined effective offering price for each share of common stock and accompanying warrants was $5.02. The combined effective offering price for each pre-funded warrant and accompanying warrants was $5.019. The pre-funded warrants have an exercise price of $0.001 per share of common stock and the warrants have an exercise price of $5.02 per share, are immediately exercisable, and will expire five years from the date of issuance. 

The gross proceeds to the Company from the offering are estimated to be approximately $3.0 million before deducting the placement agent's fees and other estimated offering expenses.

WallachBeth Capital LLC acted as the exclusive placement agent in connection with the offering.

The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement, the Company has agreed to provide customary registration rights for the shares of common stock and the shares of common stock underlying the warrants and pre-funded warrants.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About WallachBeth Capital LLC:

WallachBeth Capital offers a robust range of capital markets and investment banking services to the healthcare community, connecting corporate clients with leading institutions, supporting issuers and investors in achieving their financial goals. The firm's experience includes initial public offerings, follow-on issues, PIPE offerings, and private transactions and ATM's.

Forward-Looking Statements

This press release contains "forward-looking statements," which are statements related to events, results, activities or developments that Tenon expects, believes or anticipates will or may occur in the future. Forward-looking statements often contain words such as "intends," "estimates," "anticipates," "hopes," "projects," "plans," "expects," "seek," "believes," "see," "should," "will," "would," "target," and similar expressions and the negative versions thereof. These forward-looking statements, include, but are not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the anticipated use of proceeds therefrom. Such statements are based on Tenon's experience and perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances, and speak only as of the date made. Forward-looking statements are inherently uncertain and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. For details on the uncertainties that may cause Tenon's actual results to be materially different than those expressed in any forward-looking statements, please review Tenon's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and updated from time to time in our Form 10-Q filings and in our other public filings on file with the SEC at www.sec.gov, particularly the information contained in the section entitled "Risk Factors." We undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise unless required by law.

Correction: The first paragraph has been updated for accuracy. 

View original content to download multimedia:https://www.prnewswire.com/news-releases/wallachbeth-capital-announces-closing-of-tenon-medical-302865124.html

SOURCE WallachBeth Capital LLC

FAQ

What did Tenon Medical (NASDAQ: TNON) announce about its $3 million private placement on August 31, 2026?

Tenon Medical closed a private placement raising an estimated $3.0 million in gross proceeds. According to WallachBeth Capital, the deal involved common shares or pre-funded warrants plus additional warrants, all sold to an institutional investor in an unregistered offering under Section 4(a)(2) and Regulation D.

How many shares and warrants were issued in Tenon Medical’s (TNON) August 2026 private placement?

Tenon Medical agreed to sell 597,610 common shares (or pre-funded warrants) and warrants for up to 1,058,517 additional shares. According to WallachBeth Capital, these securities were issued together in a private placement to an institutional investor, creating potential future share dilution for existing shareholders.

What were the pricing terms of Tenon Medical’s (TNON) August 31, 2026 private placement?

The combined effective price was $5.02 per common share and accompanying warrants, or $5.019 per pre-funded warrant and accompanying warrants. According to WallachBeth Capital, the pre-funded warrants have a nominal exercise price of $0.001 per share, with additional warrants exercisable at $5.02 per share.

What are the exercise price and duration of the warrants issued in Tenon Medical’s (TNON) private placement?

The warrants have an exercise price of $5.02 per share and a five-year term. According to WallachBeth Capital, the warrants are immediately exercisable from the date of issuance, potentially adding up to 1,058,517 Tenon Medical common shares if fully exercised.

Is Tenon Medical’s (TNON) August 2026 private placement registered, and what resale restrictions apply?

The securities were issued in an unregistered private placement under Section 4(a)(2) and Regulation D. According to WallachBeth Capital, they cannot be reoffered or resold in the United States without an effective registration statement or a valid exemption under federal and applicable state securities laws.

What role did WallachBeth Capital play in Tenon Medical’s (TNON) August 31, 2026 transaction?

WallachBeth Capital served as the exclusive placement agent for Tenon Medical’s private placement. According to WallachBeth Capital, the firm arranged the sale of common shares or pre-funded warrants plus accompanying warrants to an institutional investor, supporting Tenon’s approximate $3.0 million capital raise.