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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):
July
23, 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
5.07 Submission of Matters to a Vote of Security Holders.
Tenon
Medical, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually on
July 23, 2026. The record date for the Annual Meeting was June 8, 2026 (the “Record Date”), and the notice of the Annual
Meeting and related proxy materials were mailed to stockholders of record as of the Record Date on or about June 23, 2026.
As
of the Record Date, the Company had 11,849,674 shares of common stock outstanding representing 11,849,674 votes, 204,159 shares of Series
A Preferred Stock outstanding representing 255,184 votes, and 86,454 shares of Series B Preferred Stock outstanding representing 108,074
votes. At the Annual Meeting, the holders of 6,471,472 shares of the Company’s voting stock, representing 52.98% votes, were present
online or represented by proxy, constituting at least 33 1/3% of the outstanding shares of the Company’s voting stock entitled
to vote and therefore a quorum under Delaware law and the Company’s Bylaws.
There
were six matters submitted to a vote of stockholders at the Annual Meeting and the final voting results were as follows:
| 1. |
Election of the seven
(7) nominees to the Board of Directors of the Company: |
| Name | |
Votes For | | |
Withheld | | |
Broker
Non-Votes | |
| Richard Ferrari | |
| 3,687,209 | | |
| 1,129,497 | | |
| 1,654,766 | |
| Steven Foster | |
| 4,105,114 | | |
| 711,592 | | |
| 1,654,766 | |
| Richard Ginn | |
| 3,468,650 | | |
| 1,348,056 | | |
| 1,654,766 | |
| Stephen Hochschuler, MD | |
| 4,163,792 | | |
| 652,914 | | |
| 1,654,766 | |
| Ivan Howard | |
| 3,686,753 | | |
| 1,129,953 | | |
| 1,654,766 | |
| Kristine Jacques | |
| 3,783,904 | | |
| 1,032,802 | | |
| 1,654,766 | |
| Robert Weigle | |
| 3,525,337 | | |
| 1,291,369 | | |
| 1,654,766 | |
Each
director nominee was elected to serve as a director until the Company’s 2026 annual meeting of stockholders, or until such person’s
successor is duly elected and qualified, or until such person’s earlier resignation, death or removal. Because directors are elected
by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not
applicable.
| 2. |
Ratification of the
Audit Committee’s appointment of Haskell & Whitee LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2026 (the “Auditor Appointment Proposal”). |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 5,795,018 |
|
149,616 |
|
526,838 |
|
0 |
The
affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval
of the Auditor Appointment Proposal. The proposal was approved.
| 3. |
Approval of the Company’s
Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and
outstanding common stock at a ratio within the range from one-for-two (1:2) to one-for-thirty-five (1:35), with the final ratio
to be determined by the Board of Directors of the Company in its sole discretion (the “Reverse Stock Split Proposal”).
|
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 4,583,877 |
|
1,723,195 |
|
164,400 |
|
0 |
The
affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval
of the Reverse Stock Split Proposal. The proposal was approved.
| 4. | Approval,
for purposes of complying with Nasdaq Listing Rule 5636(d), of the issuance of shares of common stock underlying convertible promissory
notes issued by the Company in the debt financing consummated on March 11, 2026, which issuance may exceed 19.99% of the Company’s
outstanding shares of common stock as of March 11, 2026 (the “Debt Financing Proposal”). |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,742,855 |
|
1,005,184 |
|
68,667 |
|
1,654,766 |
The
affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval
of the Debt Financing Proposal. The proposal was approved.
| 5. | Approval,
for purposes of Nasdaq Listing Rule 5635(d), of any 20% Issuance (as defined in the proxy statement) made by the Company that is priced
less than the Minimum Price (as defined in the proxy statement) and is within the Nasdaq Parameters described in the Company’s
proxy statement for the Annual Meeting (the “Future Financings Proposal”). |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,653,331 |
|
1,080,498 |
|
82,877 |
|
1,654,766 |
The
affirmative vote of the holders of a majority of the shares represented at the Annual meeting and entitled to vote was required for approval
of the Future Financing Proposal. The proposal was approved.
| 6. | Approval
of the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes
at the time of the Annual Meeting to approve one or more of the other proposals (the “Adjournment Proposal”). |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 4,930,518 |
|
1,333,040 |
|
207,914 |
|
0 |
The
affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval
of Adjournment Proposal. The proposal was approved.
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: July 24, 2026 |
Tenon Medical,
Inc. |
| |
|
|
| |
By: |
/s/
Steven M. Foster |
| |
Name: |
Steven M. Foster |
| |
Title: |
Chief Executive Officer
and President |
