WallachBeth Capital Announces Closing of Tenon Medical

Rhea-AI Summary

Tenon Medical (NASDAQ: TNON) closed a previously announced private placement with an institutional investor, selling 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, or $5.019 per pre-funded warrant and accompanying warrants. According to Tenon Medical, gross proceeds are estimated at about $3.0 million before fees and expenses. The investor warrants are immediately exercisable at $5.02 per share for five years. WallachBeth Capital acted as exclusive placement agent, and Tenon agreed to provide customary registration rights for the shares and warrant shares.

Positive

• Approximately $3.0 million gross proceeds from private placement before fees and expenses
• Issuance of immediately exercisable warrants with five-year term may support future capital inflows
• Placement with a single institutional investor may signal professional investor interest
• Agreement to provide customary registration rights may enhance future share liquidity for investors

Negative

• Sale of 597,610 new shares (or pre-funded warrants) plus warrants for up to 1,058,517 shares introduces potential equity dilution for existing shareholders
• Gross proceeds of about $3.0 million are before placement agent fees and offering expenses, reducing net cash received

News Explained

At June 30, Tenon had $1.677 million cash; the closed financing adds approximately $3.0 million gross but creates additional equity-linked dilution capacity.

The private placement has closed, leaving Tenon Medical with estimated gross proceeds of $3.0 million before expenses; because the securities include common shares or pre-funded warrants and additional warrant shares, they can increase share count and reduce existing holders’ percentage ownership.

The accompanying warrants are not current common stock: they are immediately exercisable at $5.02 for up to 1,058,517 shares and expire five years after issuance, while a pre-funded warrant converts into common stock on exercise at nominal $0.001.

The raise is approximately $3.0 million gross versus $1.677 million of cash and equivalents reported at June 30, 2026; that cash balance equals 55.3 days of the last reported quarterly operating cash use.

The relevant follow-up is the registration-rights line: the securities are unregistered, and U.S. resale requires an effective registration statement or an applicable exemption.

Sources and calculations

• Tenon Medical private placement closing release (2026-08-31)
• Dilution definition (undated)
• Pre-funded warrant definition (undated)
• Private placement definition (undated)
• Tenon Medical second-quarter 2026 fundamentals (2026Q2)

• 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 two preceding private-placement reports each showed a -0.4% 24-hour reaction, providing a compar...

Analysis

The two preceding private-placement reports each showed a -0.4% 24-hour reaction, providing a comparable historical reference for this closing. The effective S-3/A shelf adds issuance capacity, making dilution terms the main risk to monitor.

Key Figures

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

8 metrics

Shares offered 597,610 shares Private placement closing

Warrants 1,058,517 shares Aggregate warrant exercise capacity

Common share unit price $5.02 Per share and accompanying warrants

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

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

Warrant exercise price $5.02 per share Immediately exercisable warrants

Warrant term 5 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%	Priced shares and warrants in a $3.0 million private placement
Aug 28	Private placement pricing	Negative	-0.4%	Announced institutional financing with shares, warrants, and registration rights
Aug 24	Nasdaq compliance	Positive	-7.6%	Regained compliance with Nasdaq's minimum bid price requirement
Aug 13	Q2 earnings report	Negative	-13.4%	Reported revenue growth alongside a larger net loss and reduced cash
Aug 06	Reverse stock split	Neutral	-12.4%	Implemented a 1-for-35 reverse stock split for listing compliance

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

Pattern Detected

TNON's five recent news events all had negative 24-hour price reactions, including both prior private-placement announcements.

Key Terms

private placement, securities purchase agreement, pre-funded warrants, regulation d, +1 more

5 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.

securities purchase agreement financial

"private placement 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.

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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$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, 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 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.

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 on August 31, 2026 about its financing?

Tenon Medical announced closing a private placement with an institutional investor for about $3.0 million in gross proceeds. According to Tenon Medical, the deal combines common shares or pre-funded warrants with additional investor warrants exercisable for five years.

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

Tenon Medical issued 597,610 shares of common stock, or pre-funded warrants instead, plus warrants for up to 1,058,517 shares. According to Tenon Medical, these investor warrants are immediately exercisable and remain outstanding for five years from issuance.

What was the offering price in Tenon Medical’s $3M private placement for TNON stock?

The combined effective offering price was $5.02 per common share and accompanying warrants, or $5.019 per pre-funded warrant and accompanying warrants. According to Tenon Medical, pre-funded warrants have a $0.001 exercise price per underlying common share.

What are the warrant terms in Tenon Medical’s August 31, 2026 TNON financing?

The investor warrants have an exercise price of $5.02 per share, are immediately exercisable, and expire five years after issuance. According to Tenon Medical, pre-funded warrants carry a $0.001 per share exercise price for the underlying common stock.

Will Tenon Medical register the shares from its August 2026 TNON private placement?

Tenon Medical agreed to provide customary registration rights for the common shares and warrant shares issued. According to Tenon Medical, any resale in the United States would occur under an effective registration statement or a valid exemption from registration.

Who acted as placement agent for Tenon Medical’s $3.0 million TNON private placement?

WallachBeth Capital served as the exclusive placement agent for Tenon Medical’s private placement. According to Tenon Medical, WallachBeth arranged the sale of common shares or pre-funded warrants together with investor warrants in the approximately $3.0 million capital raise.