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Tenon Medical (NASDAQ: TNON) closes $4.2M stock and warrant offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tenon Medical, Inc. completed a best efforts public offering of common stock, pre-funded warrants and common stock purchase warrants, raising gross proceeds of about $4.2 million at a combined public offering price of $0.38 per share (inclusive of the $0.001 pre-funded warrant exercise price).

The offering covered up to 11,052,631 shares of common stock (or pre-funded warrants in lieu) and 13,263,159 common warrants, each warrant initially exercisable at $0.38 per share. Tenon plans to use net proceeds to partially repay outstanding convertible notes and fund commercial expansion, research and development, clinical studies, inventory, and general corporate purposes.

WallachBeth Capital LLC acted as sole placement agent, earning a 6.5% cash fee and a 1% expense allowance on gross proceeds, plus warrants to purchase 331,579 shares. The company agreed to short-term restrictions on additional equity issuance and variable-rate transactions, and its executives and directors entered 60-day lock-up agreements.

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Insights

Tenon raises $4.2M via stock and warrant sale with short-term issuance limits.

Tenon Medical completed a best efforts public offering of common stock, pre-funded warrants and common warrants, generating gross proceeds of $4.2 million at $0.38 per share and warrant unit. This structure is typical for small-cap life sciences issuers seeking equity capital.

The company outlines broad uses for the cash, including partial repayment of outstanding convertible notes, commercial expansion, clinical research and R&D. These allocations emphasize both balance-sheet support and growth spending, but the filing does not quantify expected impacts on revenue or profitability.

Short-term constraints include a 30-day prohibition on most new equity issuances, a three-month restriction on variable rate transactions, and 60-day lock-ups for executives and directors. Over time, investor focus will be on how effectively Tenon converts this capital into commercial growth and clinical evidence, as discussed in future periodic reports.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross proceeds $4.2 million Aggregate gross proceeds from the public offering
Shares offered 11,052,631 shares Common stock (or pre-funded warrants in lieu) in the offering
Common warrants 13,263,159 warrants Common stock purchase warrants issued in the offering
Offering price $0.38 per share Combined public offering price per share and accompanying warrants
Warrant exercise price $0.38 per share Exercise price of each common warrant
Pre-funded warrant strike $0.001 per share Exercise price of each pre-funded warrant
Placement agent warrants 331,579 shares Number of shares underlying placement agent warrants (3% of shares sold)
Placement fee 6.5% + 1.0% Cash fee and non-accountable expense allowance on gross proceeds
best efforts public offering financial
"the Company consummated a best efforts public offering (the “Offering”)"
A best efforts public offering is a way a company sells new shares or bonds where the broker or bank agrees to try to sell as many securities as possible but does not promise to buy any unsold portion. Think of it like a salesperson taking items on consignment: they will work to sell them, but the seller bears the risk if some remain unsold. For investors, this matters because it can signal weaker demand and greater uncertainty about how many securities will actually be placed and how the price may move.
Pre-Funded Warrants financial
"pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 5,526,316 shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Common Warrants financial
"common stock purchase warrants (the “Common Warrants”) to purchase up to 13,263,159 shares of Common Stock"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
Placement Agency Agreement financial
"the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with WallachBeth Capital, LLC"
lock-up agreements financial
"executive officers and directors have entered into lock-up agreements providing that, for a period of sixty (60) days"
A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.
Registration Statement on Form S-1 regulatory
"were offered and sold by the Company pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-296952)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
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false 0001560293 0001560293 2026-06-29 2026-06-29 0001560293 TNON:CommonStockParValue0.001PerShareMember 2026-06-29 2026-06-29 0001560293 TNON:WarrantsMember 2026-06-29 2026-06-29 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):

June 29, 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 1.01. Entry into a Material Definitive Agreement.

 

Securities Purchase Agreement

 

On June 29, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with investors, pursuant to which on July 1, 2026, the Company consummated a best efforts public offering (the “Offering”) of an aggregate of (i) 5,526,315 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 5,526,316 shares of Common Stock (“Pre-Funded Warrant Shares”) and (ii) common stock purchase warrants (the “Common Warrants”) to purchase up to 13,263,159 shares of Common Stock (the “Common Warrant Shares”). Each Share (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants was sold at a combined public offering price of $0.38 per share (inclusive of the Pre-Funded Warrant exercise price of $0.001). If the Company effects a reverse stock split, the number of shares of common stock issuable under the Common Warrants prior to such reverse stock split will increase to 16,578,947.

 

The aggregate gross proceeds from the Offering were $4.2 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the Offering for partial repayment of outstanding convertible notes, expansion of the commercial footprint of its product portfolio including training clinicians on current procedures, hiring additional direct sales reps, expansion of its external distribution network, continuing clinical research studies to support reimbursement and coverage efforts, funding research and development including upcoming future launches, and increases to inventory and instrumentation capacities, as well as other marketing activities, working capital and general corporate purposes.

 

The terms of the Purchase Agreements and the Placement Agency Agreement (defined below) prohibit the Company, with certain standard exceptions from effecting or entering into an agreement to effect any issuance by the Company of shares of Common Stock or Common Stock equivalents for a period of thirty (30) days from the closing of the Offering or entering into variable rate transactions for a period of three (3) months following the closing of the Offering; provided, however, that the Company may engage in an “at the market” offering thirty (30) days following the closing of the Offering.

 

The foregoing does not purport to be a complete description of the Purchase Agreement, and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The Placement Agency Agreement

 

Also, in connection with the Offering, on June 29, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with WallachBeth Capital, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the Offering. The Company paid the Placement Agent a cash fee equal to 6.5% of the gross proceeds raised in the Offering, a non-accountable expense allowance of 1% of the gross proceeds, and reimbursed the Placement Agent up to $65,000 for its accountable expenses in connection with the Offering. In addition, the Company issued to the Placement Agent warrants to purchase 331,579 shares of Common Stock, equal to 3% of the aggregate number of shares sold in the Offering, at an exercise price equal to 120% of the public offering price per share (the “Placement Agent Warrants”).

 

The Placement Agency Agreement and the Purchase Agreement each contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Placement Agent, or the purchasers in the Offering, as the case may be, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Placement Agency Agreement, the Company’s executive officers and directors have entered into lock-up agreements providing that, for a period of sixty (60) days from the closing of the Offering, each of these persons may not, subject to customary exceptions, offer, issue, sell, transfer or otherwise dispose of the Company’s securities without the prior written consent of the Placement Agent.

 

The Placement Agency Agreement also includes the thirty (30) day standstill and the variable rate transaction restriction described above.

 

1

 

 

The foregoing does not purport to be a complete description of the Placement Agency Agreement, and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The Securities Offered

 

Each Common Warrant is immediately exercisable for one share of Common Stock at an exercise price of $0.38 per share and will expire on the fifth (5th) anniversary of the initial exercise date. Each Purchaser received Common Warrants to purchase that number of shares of Common Stock equal to 120% of the number of Shares purchased by such Purchaser. The exercise price of the Common Warrants and number of Common Warrant Shares will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events.

 

Each Pre-Funded Warrant is immediately exercisable for one share of Common Stock at an exercise price of $0.001 per share and will remain exercisable until the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants may be exercised on a cashless basis at any time.

 

A holder of the Common Warrants or Pre-Funded Warrants (together with its affiliates) may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s warrants up to 9.99% of the number of the Company’s shares of Common Stock outstanding immediately after giving effect to the exercise.

 

The Shares, the Pre-Funded Warrants, the Common Warrants, and the Pre-Funded Warrant Shares were offered and sold by the Company pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-296952), as amended, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) that became effective on June 29, 2026, and the Registration Statement on Form S-1MEF (File No. 333-297142).

 

The foregoing does not purport to be a complete description of each of the Common Warrants and Pre-Funded Warrants and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 8.01. Other Events.

 

The Company issued a press release announcing the pricing of the Offering on June 30, 2026. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

 

The Company issued a press release announcing the closing of the Offering on July 1, 2026. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated by reference herein.

 

2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
1.1   Placement Agency Agreement, dated as of June 29, 2026, by and between Tenon Medical, Inc. and WallachBeth Capital, LLC
4.1   Form of Common Warrant
4.2   Form of Pre-Funded Warrant
4.3   Form of Placement Agent Warrant
10.1   Form of Securities Purchase Agreement
99.1   Pricing Press Release dated June 30, 2026
99.2   Closing Press Release dated July 1, 2026
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

3

 

 

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 2, 2026 TENON MEDICAL, INC.
     
  By: /s/ Steven M. Foster
  Name: Steven M. Foster
  Title: Chief Executive Officer and President

 

 

4

 

 

Exhibit 99.1

 

 

Tenon Medical, Inc. Announces Pricing of $4.2 Million Public Offering

 

LOS GATOS, CA / ACCESS Newswire / June 30, 2026 / Tenon Medical, Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders, announced that it has priced a public offering of securities as described below for aggregate gross proceeds to the Company of approximately $4.2 million, before deducting placement agent fees and other estimated offering expenses payable by the Company.

 

The offering consists of up to 11,052,631 shares of our common stock, par value $0.001 per share (or pre-funded warrants in lieu thereof), together with common stock purchase warrants to purchase up to 13,263,159 shares of common stock (the “Common Warrants”), at a combined public offering price of $0.38 per share of common stock (inclusive of the pre-funded warrant exercise price of $0.001) and accompanying Common Warrants.

 

The Company expects to use the net proceeds from the offering for partial repayment of outstanding convertible notes, expansion of the commercial footprint of its product portfolio including training clinicians on current procedures, hiring additional direct sales reps, expansion of its external distribution network, continuing clinical research studies to support reimbursement and coverage efforts, funding research and development including upcoming future launches, and increases to inventory and instrumentation capacities, as well as other marketing activities, working capital and general corporate purposes.

 

WallachBeth Capital LLC is acting as sole placement agent in connection with the offering. Sichenzia Ross Ference Carmel LLP acted as legal counsel to the Company and Sheppard, Mullin, Richter & Hampton LLP acted as counsel to WallachBeth Capital LLC.

 

The Common Warrants will be immediately exercisable and will entitle the holder to purchase one share of common stock at an exercise price of $0.38 per share. Each pre-funded warrant will be immediately exercisable, will entitle the holder to purchase one share of common stock at an exercise price of $0.001 per share and may be exercised at any time until exercised in full. The common stock (or pre-funded warrant in lieu thereof) and Common Warrants can only be purchased together in this offering but will be immediately issued separately.

 

The securities described above are being offered by the Company pursuant to a registration statement on Form S-1 (File No.: 333-296952), as amended, previously filed and declared effective by the Securities and Exchange Commission (the “SEC”), and the registration statement on Form S-1MEF (File No.: 333-297142). This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The offering is being made only by means of a preliminary prospectus and final prospectus that will form a part of the registration statement. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplements may be obtained, when available, from WallachBeth Capital, LLC, via email at cap-mkts@wallachbeth.com, by calling +1 (646) 237-8585, or by standard mail at WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA.

 

 

 

About Tenon Medical, Inc.

 

Tenon Medical, Inc., a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. Tenon was incorporated in the State of Delaware in 2012 and currently offers two systems to treat a diseased sacroiliac joint (the “SI Joint”). The Company has developed The Catamaran™ SI Joint Fusion System that offers a novel, less invasive approach to the SI Joint using a single, robust titanium implant. In August 2025, the Company acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+® SI Joint Fusion System, which treats disorders of the SI Joint through a minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles. Since the national launch of The Catamaran System in October 2022, Tenon is focused on three commercial opportunities: 1) primary SI Joint procedures, 2) revision procedures of failed SI Joint implants and 3) SI-Joint fusion adjunct to a spine fusion construct.

 

For more information, please visit www.tenonmed.com. Information on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.

 

The Tenon Medical logo shown above, and Catamaran®, PiSIF®, CAT PiSIF®, ETAD®, Posterior Inferior Sacroiliac Fusion®, CAT SIJ Fusion System®, Catamaran SIJ Fusion System®, Catamaran Inferior Posterior Fusion System®, Catamaran Transfixation Fusion System®, Catamaran Transfixation Fusion Device®, SImmetry® are registered trademarks of Tenon Medical, Inc. MAINSAILTM, and SImmetry+™ are also trademarks of Tenon Medical, Inc.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements,” which are statements related to events, results, activities or developments that Tenon expects, believes or anticipates will or may occur in the future. Forward-looking often contains words such as “intends,” “estimates,” “anticipates,” “hopes,” “projects,” “plans,” “expects,” “seek,” “believes,” “see,” “should,” “will,” “would,” “target,” and similar expressions and the negative versions thereof. These forward-looking statements, include, but are not limited to, statements regarding the completion of the Offering, the satisfaction of customary closing conditions related to the Offering and the anticipated use of proceeds therefrom. Such statements are based on Tenon’s experience and perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances, and speak only as of the date made. Forward-looking statements are inherently uncertain and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. For details on the uncertainties that may cause Tenon’s actual results to be materially different than those expressed in any forward-looking statements, please review Tenon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and updated from time to time in our Form 10-Q filings and in our other public filings on file with the SEC at www.sec.gov statements contain, particularly the information contained in the section entitled “Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise unless required by law.

 

Investor Contact

 

Shannon Devine
MZ North America
203-741-8811
tenon@mzgroup.us

 

 

 

Exhibit 99.2

 

 

Tenon Medical, Inc. Announces Closing of $4.2 Million Public Offering

 

LOS GATOS, CA / ACCESS Newswire / July 1, 2026 / Tenon Medical, Inc. (NASDAQ: TNON) (“Tenon” or the “Company”), a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders, announced that it has closed its previously announced public offering of securities as described below for aggregate gross proceeds to the Company of $4.2 million, before deducting placement agent fees and other estimated offering expenses payable by the Company.

 

The offering consisted of 11,052,631 shares of our common stock, par value $0.001 per share (or pre-funded warrants in lieu thereof), together with common stock purchase warrants to purchase up to 13,263,159 shares of common stock (the “Common Warrants”), at a combined public offering price of $0.38 per share of common stock (inclusive of the pre-funded warrant exercise price of $0.001) and accompanying Common Warrants. The number of shares of Common Stock underlying the Common Warrants will be increased to 16,578,949 if the Company effects a reverse stock split.

 

The Company expects to use the net proceeds from the offering for partial repayment of outstanding convertible notes, expansion of the commercial footprint of its product portfolio including training clinicians on current procedures, hiring additional direct sales reps, expansion of its external distribution network, continuing clinical research studies to support reimbursement and coverage efforts, funding research and development including upcoming future launches, and increases to inventory and instrumentation capacities, as well as other marketing activities, working capital and general corporate purposes.

 

WallachBeth Capital LLC acted as sole placement agent in connection with the offering. Sichenzia Ross Ference Carmel LLP acted as legal counsel to the Company and Sheppard, Mullin, Richter & Hampton LLP acted as counsel to WallachBeth Capital LLC.

 

The Common Warrants will be immediately exercisable and will entitle the holder to purchase one share of common stock at an exercise price of $0.38 per share. Each pre-funded warrant will be immediately exercisable, will entitle the holder to purchase one share of common stock at an exercise price of $0.001 per share and may be exercised at any time until exercised in full. The common stock (or pre-funded warrant in lieu thereof) and Common Warrants can only be purchased together in this offering but will be immediately issued separately.

 

The securities described above are being offered by the Company pursuant to a registration statement on Form S-1 (File No.: 333-296952), as amended, previously filed and declared effective by the Securities and Exchange Commission (the “SEC”), and the registration statement on Form S-1MEF (File No.: 333-297142). This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The offering is being made only by means of a preliminary prospectus and final prospectus that will form a part of the registration statement. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplements may be obtained, when available, from WallachBeth Capital, LLC, via email at cap-mkts@wallachbeth.com, by calling +1 (646) 237-8585, or by standard mail at WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA.

 

 

 

About Tenon Medical, Inc.

 

Tenon Medical, Inc., a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. Tenon was incorporated in the State of Delaware in 2012 and currently offers two systems to treat a diseased sacroiliac joint (the “SI Joint”). The Company has developed The Catamaran™ SI Joint Fusion System that offers a novel, less invasive approach to the SI Joint using a single, robust titanium implant. In August 2025, the Company acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+® SI Joint Fusion System, which treats disorders of the SI Joint through a minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles. Since the national launch of The Catamaran System in October 2022, Tenon is focused on three commercial opportunities: 1) primary SI Joint procedures, 2) revision procedures of failed SI Joint implants and 3) SI-Joint fusion adjunct to a spine fusion construct.

 

For more information, please visit www.tenonmed.com. Information on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.

 

The Tenon Medical logo shown above, and Catamaran®, PiSIF®, CAT PiSIF®, ETAD®, Posterior Inferior Sacroiliac Fusion®, CAT SIJ Fusion System®, Catamaran SIJ Fusion System®, Catamaran Inferior Posterior Fusion System®, Catamaran Transfixation Fusion System®, Catamaran Transfixation Fusion Device®, SImmetry® are registered trademarks of Tenon Medical, Inc. MAINSAILTM, and SImmetry+™ are also trademarks of Tenon Medical, Inc.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements,” which are statements related to events, results, activities or developments that Tenon expects, believes or anticipates will or may occur in the future. Forward-looking often contains words such as “intends,” “estimates,” “anticipates,” “hopes,” “projects,” “plans,” “expects,” “seek,” “believes,” “see,” “should,” “will,” “would,” “target,” and similar expressions and the negative versions thereof. These forward-looking statements, include, but are not limited to, statements regarding the completion of the Offering, the satisfaction of customary closing conditions related to the Offering and the anticipated use of proceeds therefrom. Such statements are based on Tenon’s experience and perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances, and speak only as of the date made. Forward-looking statements are inherently uncertain and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. For details on the uncertainties that may cause Tenon’s actual results to be materially different than those expressed in any forward-looking statements, please review Tenon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and updated from time to time in our Form 10-Q filings and in our other public filings on file with the SEC at www.sec.gov statements contain, particularly the information contained in the section entitled “Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise unless required by law.

 

Investor Contact

 

Shannon Devine
MZ North America
203-741-8811
tenon@mzgroup.us

 

 

 

FAQ

What did Tenon Medical (TNON) announce in this 8-K filing?

Tenon Medical announced completion of a best efforts public offering raising about $4.2 million in gross proceeds through common stock, pre-funded warrants and common stock purchase warrants, with securities sold at a combined public offering price of $0.38 per share and accompanying warrants.

How many shares and warrants did Tenon Medical (TNON) offer?

The offering consisted of up to 11,052,631 shares of common stock, par value $0.001, or pre-funded warrants in lieu thereof, together with common stock purchase warrants to buy up to 13,263,159 shares of common stock, all sold at a combined price of $0.38 per unit.

What will Tenon Medical (TNON) use the $4.2 million in proceeds for?

Tenon plans to use net proceeds for partial repayment of outstanding convertible notes, commercial expansion including clinician training and sales hiring, continued clinical research, funding research and development, increasing inventory and instrumentation capacity, marketing activities, working capital and general corporate purposes.

What are the key terms of Tenon Medical’s common warrants and pre-funded warrants?

Each common warrant is immediately exercisable for one share of common stock at $0.38 per share and expires five years after initial exercise. Each pre-funded warrant is immediately exercisable at $0.001 per share, can be exercised on a cashless basis, and remains outstanding until fully exercised.

Are there ownership limits on exercising Tenon Medical’s warrants?

Yes. A holder, together with its affiliates, generally cannot exercise common or pre-funded warrants if it would own more than 4.99% of outstanding common shares, or 9.99% if elected, with increases to 9.99% possible after 61 days’ prior written notice to the company.

What restrictions did Tenon Medical (TNON) agree to around future equity issuance?

Tenon agreed not to issue most new common stock or equivalents for 30 days after closing, and not to enter variable rate transactions for three months. Executives and directors also signed 60-day lock-up agreements restricting sales or transfers of company securities, subject to customary exceptions.

Filing Exhibits & Attachments

11 documents