Tenon Medical (TNON) faces Nasdaq bid-price deficiency and possible reverse split

Rhea-AI Filing Summary

Tenon Medical, Inc. has been notified by Nasdaq that its common stock failed to meet the minimum closing bid price of $1.00 per share for 30 consecutive business days between January 9 and February 24, 2026, triggering a deficiency under Nasdaq’s bid price rule.

The company has 180 calendar days, until August 24, 2026, for its stock to close at or above $1.00 for at least 10 consecutive business days to regain compliance. If it still fails, Tenon may qualify for an additional 180-day period if it meets other Nasdaq listing standards and formally indicates how it plans to cure the deficiency, potentially through a reverse stock split.

Tenon’s shares continue to trade on The Nasdaq Capital Market under the symbol “TNON” while the company evaluates its options. However, failure to regain or maintain compliance could ultimately lead to delisting, though the company would have the right to appeal any delisting determination.

Positive

• None.

Negative

• Nasdaq bid-price noncompliance: Tenon Medical received notice that its stock traded below the $1.00 minimum bid price for 30 consecutive business days, creating a defined timeline and potential path toward delisting if compliance is not restored.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency puts TNON at risk of eventual delisting if unremedied.

Tenon Medical has fallen below Nasdaq’s $1.00 minimum bid requirement for 30 consecutive business days, triggering a formal noncompliance notice and a compliance clock that now runs through August 24, 2026.

The company must achieve at least 10 consecutive business days with a closing bid at or above $1.00 to regain compliance. If that fails, Nasdaq may grant a second 180‑day period, provided Tenon meets all other initial listing standards and outlines a specific cure plan, including the possibility of a reverse stock split.

The shares remain on The Nasdaq Capital Market under “TNON” for now, but prolonged noncompliance could lead to delisting and a move to an over‑the‑counter market, depending on future decisions by Nasdaq and any appeal Tenon might pursue following a delisting determination.

false 0001560293 0001560293 2026-02-25 2026-02-25 0001560293 TNON:CommonStockParValue0.001PerShareMember 2026-02-25 2026-02-25 0001560293 TNON:WarrantsMember 2026-02-25 2026-02-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

February 25, 2026

TENON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41364		45-5574718
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 25, 2026, Tenon Medical, Inc. (the “Company”) received a letter (the “Notification Letter”) from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period between January 9, 2026 and February 24, 2026, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until August 24, 2026 (the “Compliance Period”), to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during the Compliance Period.

If the Company does not regain compliance with the Bid Price Rule by August 24, 2026, the Company may be eligible for an additional 180-day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

If the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, the common stock of the Company will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel.

The notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be listed on The Nasdaq Capital Market under the symbol “TNON.” The Company is currently evaluating its options for regaining compliance with the Bid Price Rule. There can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any of the other Nasdaq continued listing requirements.

This Current Report on Form 8-K is being filed pursuant to Nasdaq Listing Rule 5810(b), which requires the Company to make a public announcement disclosing the receipt of the Notification Letter.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with Nasdaq’s minimum bid price requirement, the Company’s plans to consider available options to regain compliance, the potential for a reverse stock split, and the Company’s eligibility for an additional compliance period. Forward-looking statements are based on current expectations and assumptions, are subject to risks and uncertainties, and are not guarantees of future performance. Actual results may differ materially from those anticipated in the forward-looking statements due to various factors, including but not limited to: general economic and market conditions; changes in the Company’s business strategy; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 27, 2026	TENON MEDICAL, INC.
	By:	/s/ Steven M. Foster
	Name:	Steven M. Foster
	Title:	Chief Executive Officer and President

2

FAQ

What did Tenon Medical (TNON) disclose about its Nasdaq listing status?

Tenon Medical disclosed that Nasdaq notified the company its common stock no longer meets the minimum $1.00 bid-price requirement. The stock traded below this level for 30 consecutive business days, triggering a formal deficiency under Nasdaq’s continued listing standards.

How long does Tenon Medical (TNON) have to regain Nasdaq bid-price compliance?

Tenon Medical has an initial 180-day compliance period, through August 24, 2026, to regain bid-price compliance. Its stock must close at or above $1.00 per share for at least 10 consecutive business days within this window to cure the deficiency.

Can Tenon Medical (TNON) receive more time from Nasdaq to fix the bid-price issue?

If Tenon Medical does not regain compliance by August 24, 2026, it may be eligible for an additional 180-day period. To qualify, it must meet all other Nasdaq initial listing standards and notify Nasdaq of its intention to cure, possibly by a reverse stock split.

Will Tenon Medical (TNON) be immediately delisted from Nasdaq after this notice?

The notice has no immediate effect on Tenon Medical’s listing, and its common stock continues trading on The Nasdaq Capital Market under “TNON.” Delisting would occur only if compliance is not restored within the allowed periods and after any appeal opportunities are exhausted.

What options is Tenon Medical (TNON) considering to regain Nasdaq compliance?

Tenon Medical is evaluating options to regain compliance with Nasdaq’s minimum bid-price rule. The disclosure notes a potential reverse stock split as one possible measure, particularly if the company seeks an additional 180-day compliance period after August 24, 2026.

What happens if Tenon Medical (TNON) ultimately fails to regain Nasdaq compliance?

If Tenon Medical cannot regain compliance during the initial or any additional compliance period, its common stock will be subject to delisting from The Nasdaq Capital Market. The company would then have the right to appeal the delisting determination to a Nasdaq hearings panel.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.6 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.6 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB