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

Rhea-AI Summary

Tenon Medical (Nasdaq: TNON) entered into a securities purchase agreement on August 27, 2026, with an institutional investor to sell 597,610 shares of common stock (or pre-funded warrants) plus warrants for up to 1,058,517 shares in a private placement priced at $5.02 per share-and-warrant unit ($5.019 for each pre-funded warrant unit). Pre-funded warrants have a $0.001 exercise price; accompanying warrants are exercisable at $5.02, immediately exercisable, and expiring five years after issuance.

According to the company, gross proceeds are expected to be about $3.0 million before fees, with closing targeted on or about August 31, 2026, subject to customary conditions. WallachBeth Capital is acting as sole placement agent, and Tenon has agreed to provide customary registration rights.

Positive

• Private placement expected to raise gross proceeds of approximately $3.0 million before fees
• Customary registration rights granted for shares and warrant shares, potentially improving future liquidity for investors

Negative

• Issuance of up to 597,610 new shares (or pre-funded warrants) creates immediate shareholder dilution
• Additional potential dilution from warrants exercisable for up to 1,058,517 shares of common stock

News Explained

The pending $3.0 million financing equals 99 days of second-quarter cash outflow, versus 55.3 days represented by June 30 cash.

Tenon Medical has a specifically priced private-placement agreement that remains pending customary closing conditions; if completed, it would bring about $3.0 million gross cash and add securities beyond the company's broader shelf and ATM authorizations.

Issuing the shares—or converting the pre-funded warrants—and later exercising the warrants would increase the share count, which reduces existing holders' percentage ownership absent offsetting changes.

The estimated gross proceeds equal 99 days of second-quarter operating cash outflow at that rate, while cash at June 30, 2026, equaled 55.3 days at the same rate.

The effective shelf dated August 14, 2026, permits up to $100 million of securities and includes an ATM agreement for up to $4,397,821; the supplied record shows zero usage, so those figures are potential future issuance capacity rather than additional proceeds identified in this placement.

Sources and calculations

• Tenon Medical private placement pricing release (2026-08-28)
• Tenon Medical second-quarter 2026 fundamentals (2026Q2)
• Tenon Medical effective shelf and ATM registration record (2026-08-14)
• Dilution definition (undated)
• Pre-funded warrant definition (undated)

• 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

Argus Aug 28 session 37 alerts

-0.40% close to close 345.9x rel. volume Open Argus

Details

News Market Reaction – TNON

+43.0% Peak Tracked

-14.6% Trough Tracked

$5.30M Market Cap

On Aug 28, the day this news came out, TNON closed 0.40% below the previous close. Argus tracked a peak move of +43.0% during that session. Argus tracked a trough of -14.6% from its starting point during tracking. Our momentum scanner recorded 37 alerts for this stock that day. Relative volume reached 345.9x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 28 session.

Key Figures

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

Shares offered

597,610 shares

Private placement

Warrants offered

1,058,517 shares

Underlying common-stock warrants

Common stock offering price

$5.02

Per share with accompanying warrants

Pre-funded warrant offering price

$5.019

Per pre-funded warrant with accompanying warrants

Pre-funded warrant exercise price

$0.001 per share

Pre-funded warrants

Warrant exercise price

$5.02 per share

Immediately exercisable warrants

Gross proceeds

$3.0 million

Before placement agent fees and offering expenses

Warrant term

Five years

Expiration from issuance

Previous Private placement,offering Reports

4 past events · Latest: Mar 12

Same Type 4 events

1. Mar 12

   Convertible notes offering

   24h Move

   -0.1%

   Private placement closed with $4.3 million gross proceeds and convertible notes

2. Mar 12

   Convertible notes offering

   24h Move

   -0.1%

   Company announced closing of $4.3 million senior convertible notes placement

3. Mar 25

   Registered direct offering

   24h Move

   -35.5%

   Company priced $2.5 million registered direct offering with accompanying warrants

4. Mar 25

   Private placement offering

   24h Move

   +283.4%

   Concurrent placement targeted approximately $1.5 million in gross proceeds

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

Key Terms

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

securities purchase agreement financial

"entered into a 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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JERSEY CITY, N.J., Aug. 28, 2026 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced that on August 27, 2026, Tenon Medical, Inc. (Nasdaq: TNON), a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders has entered into a 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. The offering is expected to close on or about August 31, 2026, subject to the satisfaction of customary closing conditions.

WallachBeth Capital LLC is acting as the sole 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-tenon-medical-pricing-of-3m-private-placement-offering-302862786.html

SOURCE WallachBeth Capital LLC

FAQ

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

What is Tenon Medical (TNON) raising in its August 2026 private placement?

Tenon Medical is raising approximately $3.0 million in gross proceeds through a private placement. According to Tenon Medical, the deal involves common shares or pre-funded warrants plus additional warrants, with proceeds received before deducting placement agent fees and other offering expenses.

How many shares are included in the August 27, 2026 Tenon Medical (TNON) private placement?

The private placement covers 597,610 shares of common stock, or pre-funded warrants in lieu of shares. According to Tenon Medical, investors also receive warrants exercisable for up to 1,058,517 additional common shares, creating both immediate issuance and potential future share expansion.

What is the offering price in Tenon Medical (TNON) $3M private placement?

The combined effective offering price is $5.02 per common share and accompanying warrants. According to Tenon Medical, each pre-funded warrant unit is priced at $5.019, reflecting the $0.001 exercise price on pre-funded warrants plus the same warrant package as common shares.

When is the Tenon Medical (TNON) private placement expected to close?

The private placement is expected to close on or about August 31, 2026, subject to customary closing conditions. According to Tenon Medical, completion depends on satisfaction of these conditions, after which the company would receive the approximate $3.0 million in gross proceeds.

What type of securities and warrants are issued in the Tenon Medical (TNON) private placement?

The transaction issues common shares or pre-funded warrants, plus five-year warrants for additional shares. According to Tenon Medical, pre-funded warrants have a $0.001 exercise price, while accompanying warrants are immediately exercisable at $5.02 per share, covering up to 1,058,517 shares.

Who is the placement agent for the Tenon Medical (TNON) August 2026 offering?

WallachBeth Capital is acting as the sole placement agent for the private placement. According to Tenon Medical, WallachBeth arranged the sale of common stock or pre-funded warrants plus accompanying warrants to an institutional investor under an exempt private offering structure.