WallachBeth Capital Announces Closing of Tenon Medical Warrant Inducement Offering for Aggregate Gross Proceeds of Approximately $2,872,338

Tenon Medical raises about $2.9 million via a warrant inducement, issuing new five-year warrants that could lead to additional capital and dilution.

Rhea-AI Summary

Tenon Medical (TNON) closed a warrant inducement agreement with an institutional investor that generated gross cash proceeds of approximately $2,872,338 on September 14, 2026.

The investor exercised outstanding warrants to purchase an aggregate of 572,179 shares of common stock (Existing Warrants) and, as consideration for this immediate exercise, received new unregistered warrants to buy up to 858,269 shares of common stock, equal to 150% of the shares issued on exercise of the Existing Warrants. The New Warrants have an exercise price of $5.02 per share, are immediately exercisable, and expire five years from issuance. Gross proceeds exclude any funds from future exercises of the New Warrants and will be reduced by financial advisor fees and other expenses. WallachBeth Capital acted as financial advisor, and Tenon plans to file a resale registration statement with the SEC for the New Warrant shares.

Positive

• Gross cash proceeds of approximately $2,872,338.58 from warrant exercises
• New Warrants for up to 858,269 shares at $5.02 may provide additional future capital

Negative

• Share dilution from 572,179 new shares now issued plus up to 858,269 more on New Warrant exercise
• Net proceeds will be lower than $2,872,338.58 after advisor fees and expenses
• Resale of New Warrant shares depends on effectiveness of a future SEC registration statement

News Explained

Tenon completed the deal, adding gross cash while increasing existing holders’ dilution exposure through issued shares and new warrants.

The completed transaction gives Tenon $2,872,338.58 in gross cash while issuing 572,179 common shares and leaving holders exposed to up to 858,269 additional shares through the new warrants.

Under the supplied dilution definition, the issued shares reduce existing holders’ percentage ownership absent offsetting changes; the warrant shares represent potential additional dilution if exercised.

The gross proceeds equal 94.8 days of the last reported quarterly operating cash use, while Tenon’s June 30, 2026 cash balance equals 55.3 days at that same second-quarter rate.

Sources and calculations

• Tenon Medical warrant inducement closing release (2026-09-14)
• Dilution definition (undated)
• Tenon Medical second-quarter fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $2,872,338 / ($2,758,000 / 91) = 94.8 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 active S-3/A shelf permits up to $100,000,000 through Aug 14, 2029; it is separate from the priv...

Analysis

The active S-3/A shelf permits up to $100,000,000 through Aug 14, 2029; it is separate from the private placement's required resale registration statement and contextualizes financing capacity without establishing that this transaction used the shelf.

Key Figures

Gross proceeds: $2,872,338.58 Existing warrants exercised: 572,179 shares New warrants: 858,269 shares +3 more

Gross proceeds

$2,872,338.58

Warrant inducement closing, before advisor fees and other expenses

Existing warrants exercised

572,179 shares

Immediate exercise in full by an institutional investor

New warrants

858,269 shares

Issued to the exercising holder

New warrant coverage

150%

Of shares issued upon exercise of the existing warrants

New warrant exercise price

$5.02 per share

New warrants

New warrant term

Five years

From the date of issuance

Key Terms

warrant inducement, private placement, resale registration statement

3 terms

warrant inducement financial

"closed its previously announced warrant inducement agreement"

Warrant inducement is when a company offers new warrants—options to buy shares at a set price—as a sweetener to persuade investors, lenders, or shareholders to approve a deal or provide financing. Investors should care because these extra warrants can dilute existing ownership if exercised, change the company’s future share supply and potential upside, and alter the risk/reward balance much like giving a coupon that could reduce future prices for original buyers.

private placement financial

"offered in a private placement pursuant to an applicable exemption"

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.

resale registration statement regulatory

"file a registration statement with the SEC covering the resale"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

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JERSEY CITY, N.J., Sept. 14, 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 has closed its previously announced warrant inducement agreement with an institutional investor to exercise outstanding warrants to purchase an aggregate of 572,179 of the Company's shares of common stock (the "Existing Warrants"). In consideration for the immediate exercise in full of the Existing Warrants for gross cash proceeds of $2,872,338.58, the exercising holder received new unregistered warrants (the "New Warrants") to purchase up to an aggregate of 858,269 shares of common stock (equal to 150% of the shares of common stock issued in connection with the exercise of the Existing Warrants) with an exercise price of $5.02 per share.  The New Warrants are immediately exercisable on the date of issuance and will expire five years from the date of issuance.

The gross proceeds from the warrant inducement were $2,872,338.58, excluding any proceeds that may be received upon the exercise of the New Warrants and before deducting financial advisor fees and other expenses payable by the Company.

WallachBeth Capital acted as financial advisor for the warrant inducement transaction.

The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") and, along with the shares of common stock issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the New Warrants (the "Resale Registration Statement").

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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 often contains 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 statements contain, 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.

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SOURCE WallachBeth Capital LLC

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares are covered by the Existing Warrants and the New Warrants in this transaction?

The institutional investor exercised Existing Warrants to purchase an aggregate of 572,179 shares of Tenon Medical common stock. In connection with this exercise, the investor received New Warrants to purchase up to an aggregate of 858,269 additional shares of common stock, which is 150% of the number of shares issued upon exercise of the Existing Warrants.

What are the key terms of the New Warrants issued to the investor?

The New Warrants are unregistered securities that are immediately exercisable on the date of issuance, have an exercise price of $5.02 per share, and will expire five years from the date of issuance. They were issued in a private placement relying on an exemption from the registration requirements of the Securities Act of 1933.

Are the New Warrants and the shares issuable upon their exercise currently registered with the SEC?

No. The New Warrants and the shares of common stock issuable upon their exercise have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption. Tenon Medical has agreed to file a Resale Registration Statement with the SEC to cover the resale of the shares issuable upon exercise of the New Warrants.

What role did WallachBeth Capital play in this warrant inducement transaction?

WallachBeth Capital acted as financial advisor to Tenon Medical for the warrant inducement transaction that led to the exercise of the Existing Warrants and issuance of the New Warrants.