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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):
March 11, 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.
On March 11, 2026, Tenon Medical, Inc., a Delaware
corporation (the “Company”), entered into securities purchase agreements (the “Purchase Agreements”) with certain
accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a private placement an aggregate
principal amount of $4.3 million 20% Original Issue Discount Senior Convertible Promissory Notes (the “Notes”) for aggregate
gross proceeds of approximately $4.3 million before deducting fees and expenses of the placement agent.
The notes have a maturity date of September 11,
2026 (which can be extended at the option of the Company until December 11, 2026) and are convertible, following the six month anniversary
of the issuance date, into shares of the Company’s common stock at a conversion price equal to 80% of the VWAP for the three (3)
Trading Days immediately prior to the date of conversion, subject to adjustment as provided in the Notes. If the maturity date of the
Notes is extended the outstanding principal amount of the Notes will be increased by 5%. Any prepayment of the Notes will be prepaid at
102.5% of the principal prepayment. Also the Company is required to prepay the Notes in an amount equal to 15% of the net proceeds it
receives from any securities financing.
The Company engaged WallachBeth Capital LLC (the “Placement
Agent”) to act as the Company’s Placement Agent in connection with the Offering. The Company agreed to pay the Placement
Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Offering and agreed to reimburse the Placement Agent $65,000
for its expenses.
The issuance of the Notes
pursuant to the Purchase Agreements was made pursuant to the exemption from the registration requirements under the Securities Act available
to the Company under Section 4(a)(2) and/or Regulation D promulgated thereunder due to the fact the offering of the Notes did
not involve a public offering of securities.
The foregoing summaries of the Purchase Agreements and Notes do not
purport to be complete and are subject to, and qualified in its entirety by, the full text of the forms of the Purchase Agreements and
Notes which are filed as Exhibits 10.1, and 4.1 to this Current Report on Form 8-K, respectively and are incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The information set forth
under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and
sold the Notes to the Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) and Regulation 506(b)
under the Securities Act of 1933, as amended.
Item 8.01. Other Information.
On March 12, 2026, the
Company issued a press release announcing the closing of the offering described above. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth
in this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
The following exhibits
are filed herewith:
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Senior Convertible Promissory Notes, dated March 11, 2026 |
| 10.1* |
|
Form of Securities Purchase Agreement, dated March 11, 2026, between Tenon Medical, Inc. and Purchasers. |
| 99.1 |
|
Press release issued by Tenon Medical, Inc. dated March 12, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and similar attachments have been omitted pursuant
to Regulation S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to
the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: March 16, 2026 |
TENON MEDICAL, INC. |
| |
(Registrant) |
| |
|
| |
By: |
/s/ Steven M. Foster |
| |
Name: |
Steven M. Foster |
| |
Title: |
Chief Executive Officer and President |
Exhibit 99.1
Tenon Medical Announces Closing of Private Placement
of Senior Convertible Notes Offering for
Gross Proceeds of $ 4.3 Million
LOS GATOS, CA / ACCESS Newswire / March 12, 2026 / Tenon Medical, Inc.
(NASDAQ:TNON) (“Tenon” or the “Company”), a company transforming care for patients suffering with certain sacro-pelvic
disorders, today announced the closing of a private placement of senior convertible promissory notes with several institutional and high
net worth investors for aggregate gross proceeds of $4.3 million before deducting fees of the placement agent.
The 20% original issue discount notes have an aggregate principal amount
of $4.3 million with a maturity date of September 11, 2026 and are convertible, following the six month anniversary of the issuance date,
into shares of the Company’s common stock at a conversion price equal to 80% of the VWAP for the three (3) Trading Days immediately
prior to the date of conversion, subject to adjustment as provided therein.
The Company expects to use the net proceeds from the offering for commercial
expansion, product development, clinical studies, working capital and general corporate purposes.
WallachBeth Capital, Inc. acted as the placement agent in connection
with the offering. Sichenzia Ross Ference Carmel LLP acted as legal counsel to the Company and Sheppard, Mullin, Richter and Hampton LLP
acted as counsel to the placement agent.
The notes and the shares issuable upon the conversion of the notes
have not been registered under the Securities Act of 1933, as amended, or any state securities laws and, until so registered, may not
be offered or sold in the United States or any state absent registration or an applicable exemption from registration requirements.
Additional details regarding the notes and the transaction will be
available in the Company’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission and
available at www.sec.gov.
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 registration or qualification under the securities laws of any such state or jurisdiction.
About Tenon Medical, Inc.
Tenon Medical, Inc., a medical device company formed in 2012, 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.
The system features the Catamaran™ Fixation Device which passes through both the axial and sagittal planes of the ilium and sacrum,
stabilizing and transfixing the SI Joint along its longitudinal axis. The angle and trajectory of the Catamaran surgical approach is also
designed to provide a pathway away from critical neural and vascular structures and into the strongest cortical bone. Since the national
launch of the Catamaran SI Joint Fusion System in October 2022, Tenon is focused on three commercial opportunities with its System in
the SI Joint market which include: 1) Primary SI Joint procedures, 2) Revision procedures of failed SI Joint implants and 3) Augmenting
spinal fusion. For more information, please visit www.tenonmed.com.
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.
Safe Harbor
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 statements often contain words such as “intends,” “estimates,” “anticipates,”
“hopes,” “projects,” “plans,” “expects,” “seek,” “believes,” “see,”
“should,” “will,” “would,” “target,” “aims,” and similar expressions and the negative
versions thereof. 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 our actual results to
be materially different than those expressed in our forward-looking statements, please review our Annual Report on Form 10-K and other
reports on file with the Securities and Exchange Commission at www.sec.gov, 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
