Tenon Medical may sell up to $7.18M in stock

Until Tenon Medical's public float exceeds $75.0 million, its Form S-3 primary offerings remain subject to a one-third-of-public-float cap in any 12 calendar month period.

Rhea-AI Filing Summary

Tenon Medical, Inc. (TNON) amended its ATM prospectus to permit it to offer and sell common stock with an aggregate offering price of up to $7,176,045 under its sales agreement with A.G.P./Alliance Global Partners, acting as sales agent or principal. This amount excludes $2,809,378 of common stock sold under the agreement during the 12 calendar months through October 16, 2026.

While public float remains below $75.0 million, Tenon's public primary offerings on Form S-3 are limited to one-third of public float in any 12 calendar month period. As of October 16, 2026, the aggregate market value of common stock held by non-affiliates was $29,956,270, calculated using 2,625,440 shares and a price of $11.41 per share, the August 19, 2026 closing price and highest closing sale price in the prior 60 days. If public float exceeds $75.0 million, the limit no longer applies; if an increase permits additional sales, Tenon says it will file another prospectus supplement before making them.

Key Figures

Aggregate offering price: Up to $7,176,045 Common stock previously sold: $2,809,378 Form S-3 public-float limit: One-third of public float +4 more

7 metrics

Aggregate offering price Up to $7,176,045 Common stock sales under the ATM Sales Agreement

Common stock previously sold $2,809,378 Under General Instruction I.B.6 during the 12 calendar months through October 16, 2026; excluded from the offering amount

Form S-3 public-float limit One-third of public float Applies to public primary offerings in any 12 calendar month period while public float remains below $75.0 million

Public-float threshold $75.0 million Above this level, the General Instruction I.B.6 limit no longer applies

Aggregate market value of non-affiliate shares $29,956,270 As of October 16, 2026

Non-affiliate common shares 2,625,440 shares Used to calculate aggregate market value as of October 16, 2026

Per-share price used for public-float calculation $11.41 per share August 19, 2026 closing price; highest closing sale price within the prior 60 days

Key Terms

General Instruction I.B.6, public float, aggregate offering price

3 terms

General Instruction I.B.6 regulatory

"Pursuant to General Instruction I.B.6 of Form S-3"

public float financial

"one-third of our public float"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

aggregate offering price financial

"having an aggregate offering price of up to $7,176,045"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

Offering Details

ATM · Up to $7,176,045

Offering

Offering Type ATM

Securities Offered Common Stock

Offering Amount Up to $7,176,045

FAQ

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

How much TNON stock can Tenon Medical sell under its ATM agreement?

Tenon Medical may offer and sell common stock with an aggregate offering price of up to $7,176,045 under its sales agreement. This amount excludes $2,809,378 of common stock sold under the agreement during the 12 calendar months through October 16, 2026.

What is the public-float limit on TNON's Form S-3 offerings?

While its public float remains below $75.0 million, Tenon's public primary offerings on Form S-3 are limited to one-third of public float in any 12 calendar month period. If public float exceeds $75.0 million, the limit no longer applies. If an increase permits additional sales under the agreement, Tenon says it will file another prospectus supplement before making them.

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

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Available on EDGAR 10/16/2026 - 04:23 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:23 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-298245

PROSPECTUS SUPPLEMENT

(to Prospectus dated August 18, 2026

and Prospectus Supplement

dated August 18, 2026)

 

Up to $7,176,045

Tenon Medical, Inc.

Common Stock

This prospectus supplement (the “Prospectus Supplement”) amends and supplements the prospectus supplement dated August 18, 2026 and the accompanying base prospectus dated August 18, 2026 and (collectively, the “ATM Prospectus”), which form a part of our registration statement on Form S-3 (File No. 333-298245) relating to the offer and sale of shares of our common stock from time to time pursuant to the terms of the sales agreement dated as of August 11, 2026 (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), acting as sales agent or principal. This Prospectus Supplement should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the ATM Prospectus. This Prospectus Supplement is not complete without and may only be delivered or utilized in connection with the ATM Prospectus, and any future amendments or supplements thereto.

We are subject to the offering limits in General Instruction I.B.6 of Form S-3. As of the date of this Prospectus Supplement, the aggregate market value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $29,956,270, which was calculated based on 2,625,440 shares of our outstanding common stock held by non-affiliates and a price of $11.41 per share, the closing price of our common stock on August 19, 2026, which is the highest closing sale price of our common stock on the Nasdaq Capital Market within the prior 60 days. As of the date of this Prospectus Supplement, we have sold an aggregate of $2,809,378 of shares of our common stock pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, and including, the date of this Prospectus Supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in public primary offerings on Form S-3 with a value exceeding one-third of our public float (as defined by General Instruction I.B.6) in any twelve calendar month period so long as our public float remains below $75.0 million.

We are filing this Prospectus Supplement to amend the ATM Prospectus to increase the maximum amount of shares that we are eligible to sell under General Instruction I.B.6. As a result of these limitations, we may offer and sell shares of our common stock having an aggregate offering price of up to $7,176,045 (which does not include the $2,809,378 of shares previously sold under the ATM Sales Agreement) pursuant to this Prospectus Supplement in accordance with the terms of the ATM Sales Agreement. However, in the event that our public float increases or decreases, we may sell securities in public primary offerings on Form S-3 with a value up to one-third of our public float, in each case calculated pursuant to General Instruction I.B.6 and subject to the terms of the ATM Sales Agreement. In the event that our public float increases above $75.0 million, we will no longer be subject to the limits in General Instruction I.B.6 of Form S-3. If our public float increases such that we may sell additional amounts under the ATM Sales Agreement and the registration statement of which this Prospectus Supplement and the ATM Prospectus are a part, we will file another prospectus supplement prior to making additional sales.

Our common stock trades on the Nasdaq Capital Market (“Nasdaq”) under the symbol “TNON.” The last reported sale price of our common stock on Nasdaq on October 15, 2026 was $2.91 per share.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” BEGINNING ON PAGE 7 OF THE ATM PROSPECTUS AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.

A.G.P.

The date of this prospectus supplement is October 16, 2026.