Tenon Medical (TNON) flagged by Nasdaq for minimum equity noncompliance

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tenon Medical, Inc. reported receiving a Nasdaq notice that it no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity, while the company reported $1,895,000 as of March 31, 2026.

Tenon has 45 days, until July 6, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to do so. The notice does not immediately affect trading of the company’s common stock, but failure to regain compliance could eventually lead to delisting, subject to appeal rights before a Nasdaq Hearings Panel.

Positive

None.

Negative

Nasdaq listing deficiency and delisting risk: Tenon Medical’s reported stockholders’ equity of $1,895,000 is below the $2,500,000 Nasdaq Capital Market minimum, triggering a deficiency notice. If the company cannot regain compliance within the allowed timeframe, its securities may ultimately be delisted, affecting market visibility and liquidity.

Insights

Nasdaq noncompliance creates real delisting risk if equity is not restored.

Tenon Medical has fallen below Nasdaq’s minimum stockholders’ equity of $2,500,000, reporting only $1,895,000 as of March 31, 2026. This triggers a formal deficiency process that can culminate in delisting if unresolved.

The company has until July 6, 2026 to submit a remediation plan and may receive up to 180 days from the notice date to regain compliance. Possible actions typically include capital raises or profitability improvements, though the specific steps are not detailed here.

If Tenon cannot present an acceptable plan or fails to meet any extension conditions, its securities could be delisted from the Nasdaq Capital Market, with recourse only through an appeal to a Nasdaq Hearings Panel. Outcomes will depend on both the proposed plan and subsequent equity levels.

8-K Event Classification

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

1 item

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

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Nasdaq minimum equity requirement: $2,500,000 stockholders’ equity Reported stockholders’ equity: $1,895,000 Plan submission deadline: July 6, 2026 +1 more

4 metrics

Nasdaq minimum equity requirement $2,500,000 stockholders’ equity Nasdaq Listing Rule 5550(b)(1) threshold

Reported stockholders’ equity $1,895,000 As of March 31, 2026 on Form 10-Q

Plan submission deadline July 6, 2026 45 days from Nasdaq notice date

Maximum extension period 180 calendar days From May 21, 2026 Nasdaq notice date

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, Nasdaq Capital Market, Nasdaq Hearings Panel

4 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000."

stockholders’ equity financial

"the Company reported stockholders’ equity of $1,895,000, which is below the minimum stockholders’ equity required"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

Nasdaq Capital Market regulatory

"minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market."

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Nasdaq Hearings Panel regulatory

"Nasdaq rules would permit the Company to appeal the decision ... to a Nasdaq Hearings Panel."

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

Understanding 8-K Material Events →

05/22/2026 - 05:15 PM

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):

May 21, 2026

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. ☐

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

On May 21, 2026, Tenon Medical, Inc. (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated May 21, 2026, notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000. In the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, the Company reported stockholders’ equity of $1,895,000, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). In addition, the Company does not currently meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations.

Under Nasdaq rules, the Company has 45 calendar days, or until July 6, 2026, to submit a plan to regain compliance. If the Company’s plan to regain compliance is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice for the Company to regain compliance.

The Company is presently evaluating various courses of action to regain compliance and intends to timely submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule 5550(b)(1). However, there can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance and maintain its listing on The Nasdaq Capital Market. If the Company fails to submit a plan to regain compliance with the minimum stockholders’ equity standard, or the Company’s plan is not accepted, or if Nasdaq grants an extension but the Company does not regain compliance within the extension period, Nasdaq will provide notice that the Company’s securities will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan or any delisting determination to a Nasdaq Hearings Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and does not affect the Company’s business, operations, or reporting requirements with the Securities and Exchange Commission.

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 stockholders’ equity requirement, the Company’s plans to consider available options to regain compliance, 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.

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: May 22, 2026	TENON MEDICAL, INC.

	By:	/s/ Steven M. Foster
	Name:	Steven M. Foster
	Title:	Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq notification did Tenon Medical (TNON) receive?

Tenon Medical received a written notice from Nasdaq stating it no longer complies with the Nasdaq Capital Market’s minimum stockholders’ equity requirement. This deficiency begins a formal process that could lead to delisting if the company does not successfully restore equity to the required level.

Why is Tenon Medical (TNON) out of compliance with Nasdaq rules?

Nasdaq Listing Rule 5550(b)(1) requires stockholders’ equity of at least $2,500,000. Tenon Medical’s Form 10-Q for the quarter ended March 31, 2026 reported stockholders’ equity of $1,895,000, which falls short of that minimum threshold and triggered the Nasdaq deficiency notice.

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

Tenon Medical has 45 calendar days, until July 6, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the notice date for the company to increase stockholders’ equity sufficiently to meet the listing standard.

Does the Nasdaq notice immediately affect trading in Tenon Medical (TNON) stock?

The Nasdaq notice has no immediate effect on the listing or trading of Tenon Medical’s common stock on the Nasdaq Capital Market. The shares continue to trade while the company prepares a compliance plan and, if accepted, works within any Nasdaq-granted extension period.

What happens if Tenon Medical (TNON) cannot regain Nasdaq compliance?

If Tenon Medical fails to submit an acceptable plan or does not regain compliance within any extension period, Nasdaq may move to delist its securities. The company could then appeal to a Nasdaq Hearings Panel, which would temporarily stay any suspension or delisting during the hearing process.

Does the Nasdaq deficiency notice change Tenon Medical’s (TNON) SEC reporting?

The company states the Nasdaq deficiency notice does not affect its business operations or SEC reporting obligations. Tenon Medical remains required to file periodic reports, such as Forms 10-K and 10-Q, and continues normal compliance with Securities and Exchange Commission requirements.

Filing Exhibits & Attachments

4 documents