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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment #1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 1, 2025
TENON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41364 |
|
45-5574718 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
| 104 Cooper Court |
|
|
| Los Gatos, CA |
|
95032 |
| (Address of principal executive offices) |
|
(Zip Code) |
(408) 649-5760
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
TNON |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
TNONW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
On August 7, 2025, Tenon Medical, Inc. (the “Company”)
filed a Current Report on Form 8-K (the “Original Report”) to report, among other things, the closing of the acquisition of
substantially all assets of SiVantage, Inc. The Company is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to
amend Item 9.01 of the Original Report in order to present the financial statements and pro forma financial information required by Items
9.01(a) and 9.01(b) of Form 8-K. Except for the filing of such financial statements and pro forma financial information, this Amendment
does not otherwise modify or update the Original Report. The information previously reported in or filed with the Original Report is hereby
incorporated by reference into this Amendment.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
Financial statements of SiVantage, Inc. for the year ended December
31, 2024 and for the six months ended June 30, 2025, and the notes related thereto, are attached hereto as Exhibit 99.1 and incorporated
herein by reference into this Item 9.01(a).
(b) Pro forma financial
information.
The following unaudited
pro forma condensed combined financial information of the Company attached hereto as Exhibit 99.2 and incorporated herein by reference
into this Item 9.01(b).
| ● | Unaudited pro forma condensed balance sheet as of June 30, 2025; |
| ● | Unaudited pro forma condensed statement of operations for the
year ended December 31, 2024; and |
| ● | Unaudited pro forma condensed statement of operations for the
six months ended June 30, 2025. |
(d) Exhibits
The following exhibits
are filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Audited financial statements of SiVantage, Inc. for the year
ended December 31, 2024, and the notes related thereto, and unaudited financial statements of SiVantage, Inc. for the six
month period ended June 30, 2025, and the notes related thereto. |
| 99.2 |
|
Unaudited pro forma condensed balance sheet as of June 30, 2025, unaudited pro forma condensed statement of operations for the year ended December 31, 2024, and unaudited pro forma condensed statement of operations for the six months ended June 30, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: October 17, 2025 |
TENON MEDICAL, INC. |
| |
(Registrant) |
| |
|
| |
By: |
/s/ Steven M. Foster |
| |
Name: |
Steven M. Foster |
| |
Title: |
Chief Executive Officer and President |
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