Tenon Medical Announces Closing of $3M Private Placement Offering

Q: What are the pricing terms of Tenon Medical (TNON) private placement securities issued in August 2026?

The combined effective offering price is $5.02 per common share and accompanying warrants, and $5.019 per pre-funded warrant and accompanying warrants. According to Tenon Medical, pre-funded warrants have a $0.001 exercise price, and the warrants are exercisable at $5.02 per share.

Q: What are the warrant terms in Tenon Medical's (TNON) August 2026 private placement?

The warrants allow purchase of up to 1,058,517 common shares at an exercise price of $5.02 per share. According to Tenon Medical, they are immediately exercisable and expire five years from the date of issuance.

Q: Are the securities from Tenon Medical's (TNON) August 31, 2026 private placement registered?

The securities were issued in a private placement and are not registered under the Securities Act. According to Tenon Medical, resale in the United States requires an effective registration statement or a valid exemption from registration.

Q: What registration rights did investors receive in Tenon Medical's (TNON) August 2026 private placement?

Investors received customary registration rights for the common shares and shares underlying the warrants and pre-funded warrants. According to Tenon Medical, these rights relate to registering the resale of those securities under applicable securities laws.

Rhea-AI Impact

(Very High)

Rhea-AI Sentiment

(Neutral)

Rhea-AI Summary

Tenon Medical (Nasdaq:TNON) has closed a previously announced private placement with an institutional investor, issuing 597,610 shares of common stock (or pre-funded warrants in lieu thereof) plus warrants to purchase up to 1,058,517 shares of common stock. The combined effective offering price is $5.02 per share and accompanying warrants, and $5.019 per pre-funded warrant and accompanying warrants.

The pre-funded warrants have a $0.001 exercise price per share, while the warrants have a $5.02 exercise price, are immediately exercisable, and expire five years from issuance. According to Tenon Medical, gross proceeds are estimated at approximately $3.0 million before fees and expenses, and the company has granted customary registration rights for the shares and underlying warrant shares. WallachBeth Capital acted as exclusive placement agent.

Positive

Private placement closed raising estimated gross proceeds of approximately $3.0 million
Institutional investor participation in securities purchase agreement
Customary registration rights granted for common and underlying warrant shares

Negative

New securities issued 597,610 shares (or pre-funded warrants) plus warrants for up to 1,058,517 shares
Offering expenses gross proceeds subject to placement agent fees and other costs
Unregistered securities resale limited until registration statement is effective or exemptions apply

News Explained

Closed financing adds approximately $3 million before costs, while issued and exercisable securities can reduce existing holders’ ownership percentages.

The closed placement makes approximately $3.0 million of gross proceeds available to Tenon Medical before fees, while the issued shares—or the pre-funded warrants and other warrants if exercised—can increase total share count and reduce existing holders’ percentage ownership.

Against the second quarter’s reported operating cash outflow, the offering’s estimated gross proceeds equal 99 days, while cash and equivalents at June 30, 2026 equal 55.3 days at that same rate.

The active August 14, 2026 S-3/A shelf authorizes up to $100 million of additional securities, with terms set in later prospectus supplements; it is an authorization rather than another priced or committed sale.

Sources and calculations

Tenon Medical Announces Closing of $3M Private Placement Offering (2026-08-31)
Dilution (2026-07-17)
Tenon Medical second-quarter 2026 fundamentals (2026Q2)
Tenon Medical amended shelf registration statement (2026-08-14)

Offering gross against the last reported quarterly operating outflow, in days at that rate $3,000,000 / ($2,758,000 / 91) = 99 days
Available liquidity against the last reported quarterly operating outflow, in days at that rate $1,677,000 / ($2,758,000 / 91) = 55.3 days

Market Context

The prior private-placement record included a -0.4% 24-hour move on August 28. This closing adds ano...

Analysis

The prior private-placement record included a -0.4% 24-hour move on August 28. This closing adds another financing datapoint; the active S-3/A shelf and low short positioning provide context, while warrant-related dilution remains a risk to monitor.

Key Figures

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

8 metrics

Shares offered 597,610 shares Private placement closing

Warrants offered 1,058,517 shares Common stock underlying accompanying warrants

Common share unit price $5.02 Common share and accompanying warrant

Pre-funded warrant unit price $5.019 Pre-funded warrant and accompanying warrant

Pre-funded warrant exercise price $0.001 per share Pre-funded warrants

Warrant exercise price $5.02 per share Accompanying warrants

Warrant term five years From date of issuance

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

Previous Private placement,offering Reports

5 past events · Latest: Aug 28 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 28	Private placement pricing	Negative	-0.4%	Institutional financing priced with shares, warrants, and gross proceeds before fees.
Aug 28	Private placement pricing	Negative	-0.4%	Shares and warrants were priced for an institutional private placement.
Mar 12	Convertible notes offering	Negative	-0.1%	Senior convertible notes included maturity and discounted conversion terms.
Mar 12	Convertible notes offering	Negative	-0.1%	Convertible notes financing carried an original issue discount and conversion feature.
Mar 25	Registered direct offering	Negative	-35.5%	Shares and warrants were offered alongside a concurrent private placement.

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

Pattern Detected

Tag-specific private-placement events were consistently followed by negative 24-hour reactions, averaging -7.3%.

Key Terms

private placement, pre-funded warrants, securities purchase agreement, registration rights, +1 more

5 terms

private placement financial

"in a private placement offering."

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

"The pre-funded warrants will have an exercise price"

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.

securities purchase agreement financial

"pursuant to securities purchase agreement with an institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

registration rights regulatory

"customary registration rights for the shares"

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.

regulation d regulatory

"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.

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

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08/31/2026 - 11:45 AM

LOS GATOS, CA / ACCESS Newswire / August 31, 2026 / Tenon Medical, Inc. (Nasdaq:TNON), a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders, has 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, in a private placement offering. The combined effective offering price for each share of common stock and accompanying warrants to be issued is $5.02. The combined effective offering price for each pre-funded warrant and accompanying warrants to be issued is $5.019. The pre-funded warrants will have an exercise price of $0.001 per share of common stock and the warrant will have an exercise price of $5.02 per share, will be 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 Tenon Medical, Inc.

Tenon Medical, Inc. is a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. Tenon was incorporated in the State of Delaware in 2012 and currently offers two systems to treat a diseased sacroiliac joint (the "SI Joint"). The Company has developed The Catamaran™ SI Joint Fusion System that offers a novel, less invasive approach to the SI Joint using a single, robust titanium implant. In August 2025, the Company acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+® SI Joint Fusion System, which treats disorders of the SI Joint through a minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles. Since the national launch of The Catamaran System in October 2022, Tenon is focused on three commercial opportunities: 1) primary SI Joint procedures, 2) revision procedures of failed SI Joint implants and 3) SI-Joint fusion adjunct to a spine fusion construct.

For more information, please visit www.tenonmed.com. Information on the Company's website does not constitute a part of and is not incorporated by reference into this press release.

The Tenon Medical logo shown above, and Catamaran®, PiSIF®, CAT PiSIF®, ETAD®, Posterior Inferior Sacroiliac Fusion®, CAT SIJ Fusion System®, Catamaran SIJ Fusion System®, Catamaran Inferior Posterior Fusion System®, Catamaran Transfixation Fusion System®, Catamaran Transfixation Fusion Device®, SImmetry® are registered trademarks of Tenon Medical, Inc. MAINSAIL™, and SImmetry+ are also trademarks of Tenon Medical, Inc.

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.

Investor Contact

Shannon Devine
MZ North America
203-741-8811
tenon@mzgroup.us

SOURCE: Tenon Medical

View the original press release on ACCESS Newswire

FAQ

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

Tenon Medical announced the closing of a private placement raising estimated gross proceeds of about $3.0 million from an institutional investor. According to Tenon Medical, the deal combines common stock or pre-funded warrants with additional warrants to purchase common shares.

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

Tenon Medical issued 597,610 shares of common stock (or pre-funded warrants) and warrants for up to 1,058,517 additional shares. According to Tenon Medical, these securities were sold together as units to an institutional investor in a private placement.

What are the pricing terms of Tenon Medical (TNON) private placement securities issued in August 2026?

The combined effective offering price is $5.02 per common share and accompanying warrants, and $5.019 per pre-funded warrant and accompanying warrants. According to Tenon Medical, pre-funded warrants have a $0.001 exercise price, and the warrants are exercisable at $5.02 per share.

What are the warrant terms in Tenon Medical's (TNON) August 2026 private placement?

The warrants allow purchase of up to 1,058,517 common shares at an exercise price of $5.02 per share. According to Tenon Medical, they are immediately exercisable and expire five years from the date of issuance.

Are the securities from Tenon Medical's (TNON) August 31, 2026 private placement registered?

The securities were issued in a private placement and are not registered under the Securities Act. According to Tenon Medical, resale in the United States requires an effective registration statement or a valid exemption from registration.

What registration rights did investors receive in Tenon Medical's (TNON) August 2026 private placement?

Investors received customary registration rights for the common shares and shares underlying the warrants and pre-funded warrants. According to Tenon Medical, these rights relate to registering the resale of those securities under applicable securities laws.