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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):
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.
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.
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). |
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