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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):
May 12, 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 2.02 Results
of Operations and Financial Condition.
On May 12, 2026, Tenon
Medical, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing
its financial results for the first quarter ended March 31, 2026.
As previously announced
and set forth in the Press Release, the Company will host a conference call to discuss its financial results for the first quarter ended
March 31, 2026, provide a corporate update, and conclude with Q&A with the Company’s covering analyst, on May 12, 2026 at 4:30
p.m. ET (1:30 p.m. PT). An audio playback of the call will be available through May 26, 2026, on the Company’s Investor Relations
website at http://ir.tenonmed.com/ or via telephone replay by dialing 1-844-512-2921 (USA) or 1-412-317-6671 (International). The access
code will be 13759830.
A copy of the Press Release
referenced above is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any
filing under the Securities Act of 1933, as amended, or the 1934 Act, except as may be expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Tenon Medical, Inc., dated May 12, 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, 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: May 12, 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 Reports First Quarter 2026 Financial
Results
~ First Quarter 2026 Revenue of $1.4 Million, an
Increase of Approximately 90% Compared to Prior Year ~
~ First Quarter Gross Profit of $0.9 Million, an
Increase of Approximately 193% Compared to Prior Year ~
~ Gross Margin Expanded Approximately 24 Percentage
Points Year-Over-Year to 68.5% ~
~ Closed $4.3 Million Senior Convertible Note Private
Placement to Fund Commercial Expansion and Product Development ~
~ Subsequent to Quarter End The Company Opened a
new Center of Excellence Training Center in Tampa, FL, Along with Expansion of the Company’s Sales Leadership Throughout the Eastern
Region~
Los Gatos, CA – May 12, 2026 –
Tenon Medical, Inc. (NASDAQ: TNON) (“Tenon Medical” or the “Company”), a company redefining care for patients
suffering from sacro-pelvic disorders, today reported financial results for the first quarter ended March 31, 2026.
Financial Results and Business Updates
| ● | First Quarter 2026 Results: |
| o | First quarter revenue of $1.4 million, an increase of approximately 90% compared to $0.7 million in the
first quarter of 2025. |
| o | First quarter gross profit of $0.9 million, an increase of approximately 193% compared to $0.3 million
in the first quarter of 2025. |
| o | Gross margin of 68.5%, a twenty-four percentage point improvement from 44.5% in the first quarter of 2025. |
| o | Cash and cash equivalents of $4.6 million as of March 31, 2026, compared to $3.8 million as of December
31, 2025. |
| o | Net loss of $3.5 million, or $0.31 per share, in the first quarter of 2026, compared to a net loss of
$3.6 million, or $1.01 per share, in the first quarter of 2025. |
| ● | Strengthened the Company's intellectual property portfolio with multiple
Notices of Allowance from the U.S. Patent and Trademark Office for patent applications expected to issue in 2026, building on the ten
patents issued in 2025 (five U.S. and five international). The portfolio currently includes 29 issued U.S. patents and 9 issued international
patents, along with 31 pending U.S. and foreign applications, further reinforcing protection around the Catamaran® and SImmetry®+
SI Joint Fusion Systems. |
| ● | Closed a private placement of senior convertible promissory notes with institutional
and high-net-worth investors for aggregate gross proceeds of $4.3 million. The Company expects to use the net proceeds for commercial
expansion, product development, clinical studies, working capital and general corporate purposes. |
| ● | Hosted 21 physicians in targeted training sessions for both Catamaran®
and SImmetry® within the first quarter. |
"The first quarter of 2026 reflects the early returns on the strategy
we have been executing, broadening our SI joint fusion platform, deepening surgeon engagement, and translating those investments into
meaningful top-line growth. We delivered significant first quarter revenue of $1.4 million, up approximately 90% year-over-year, and significant
first quarter gross profit of $0.9 million, up approximately 193%, demonstrating both the commercial traction of our Catamaran® and
SImmetry®+ systems and the operating leverage we have been working to build.” said Steven M. Foster, President and CEO of Tenon
Medical, Inc. “Looking ahead, our priorities are clear: drive continued procedure growth across both Catamaran® and SImmetry®+,
expand our base of trained surgeons, and maintain the disciplined cost structure that is now showing through in our gross margin and field
productivity. With a differentiated multi-approach portfolio, a strengthened balance sheet, and the capital flexibility from our recent
financing, we believe Tenon is well positioned to build on this quarter's momentum and deliver increasing value to patients, providers,
and stockholders."
First Quarter 2026 Financial Results
Revenue was $1.4 million in the first quarter of 2026,
an increase of approximately 90% compared to $0.7 million in the same period of 2025. The increase in revenue for the three months ended
March 31, 2026 as compared to 2025 was primarily driven by continued adoption of our Catamaran system, leading to an increase in the number
of surgical procedures, and the addition of revenue related to the SImmetry®+ System following the August 2025 acquisition.
Gross profit was $0.9 million, or 68.5% of revenue,
in the first quarter of 2026, compared to $0.3 million, or 44.5% of revenue, in the first quarter of 2025. The twenty-four percentage
point gross margin improvement was primarily driven by higher revenue in the period, driving further absorption of production overhead
costs within cost of goods sold.
Operating expenses totaled $4.2 million in the first
quarter of 2026, compared to $4.0 million in the first quarter of 2025. The increase in the three months ended March 31, 2026 was driven
by higher sales and marketing expenses associated with increased commercial activity due to higher revenue and ongoing rollout of the
SImmetry®+ System, partially offset by lower research and development expenses.
Net loss was $3.5 million, or $0.31 per share, in
the first quarter of 2026, compared to a net loss of $3.6 million, or $1.01 per share, in the first quarter of 2025. The year-over-year
improvement was largely driven by increased revenue and gross profit, partially offset by higher operating expenses and interest expense
related to the convertible notes issued in March 2026.
As of March 31, 2026, cash and cash equivalents totaled $4.6 million, compared
to $3.8 million at December 31, 2025. In March 2026, the Company closed a private placement of senior convertible notes for gross proceeds
of $4.3 million to fund continued commercial expansion, upcoming product launches, clinical studies, working capital and general corporate
purposes.
First Quarter 2026 Earnings Conference Call
Management will host a conference call at 4:30 p.m.
ET (1:30 p.m. PT) today, May 12, 2026, to discuss Tenon's first quarter 2026 financial results, provide a corporate update, and conclude
with Q&A with the Company’s covering analyst. To participate, please use the following information:
| Date: |
Tuesday, May 12, 2026 |
| Time: |
4:30 p.m. Eastern time |
| Dial-in: |
1-877-407-0792 |
| International Dial-in: |
1-201-689-8263 |
| Webcast: |
TNON Conference Call |
Please dial in at least 10 minutes before the start
of the call to ensure timely participation.
An audio playback of the call will be available through May 26, 2026, on
Tenon’s Investor Relations website at http://ir.tenonmed.com/ or via telephone replay by dialing 1-844-512-2921 (USA) or 1-412-317-6671
(International). The access code will be 13759830.
About Tenon Medical, Inc.

Tenon Medical, Inc. is a medical device company founded
in 2012 and committed to developing novel technologies for patients suffering from debilitating SI joint pain and dysfunction. The Company
markets the Catamaran® and SImmetry+® SI Joint Fusion Systems, which offer a novel, less invasive approach to treating SI joint
disease. Together, these platforms uniquely position Tenon with multiple surgical approaches, lateral and inferior-posterior, both designed
to be minimally invasive, enable authentic arthrodesis, and supported by robust clinical evidence, including the published prospective
Mainsail™ and EVoluSIon™ SI joint fusion studies. These differentiated technologies enable physicians to customize treatment
plans through an innovative portfolio spanning SI joint fusion, spinal fusion, and deformity adjuncts, each solution engineered to deliver
fusion outcomes more reliably. This multi-platform, multiapproach strategy strengthens Tenon's competitive advantage in the expanding
SI joint fusion market and underscores the Company's commitment to delivering proven, durable outcomes for physicians and patients. Tenon
is focused on three commercial opportunities in the SI joint market: 1) primary SI joint procedures, 2) revision 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 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, 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
Tenon Medical, Inc.
Condensed Balance Sheets (Unaudited)
(In thousands, except share data)
| | |
March 31, | | |
December31, | |
| | |
2026 | | |
2025 | |
| ASSETS | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 4,607 | | |
$ | 3,756 | |
| Accounts receivable, net | |
| 1,969 | | |
| 1,698 | |
| Inventory | |
| 806 | | |
| 1,054 | |
| Prepaid expenses and other current assets | |
| 238 | | |
| 260 | |
| Total current assets | |
| 7,620 | | |
| 6,768 | |
| Property and equipment, net | |
| 901 | | |
| 918 | |
| Deposits | |
| 51 | | |
| 51 | |
| Operating lease right-of-use asset | |
| 1,389 | | |
| 131 | |
| Intangible assets, net | |
| 470 | | |
| 485 | |
| Goodwill | |
| 2,407 | | |
| 2,407 | |
| TOTAL ASSETS | |
$ | 12,838 | | |
$ | 10,760 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ EQUITY | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 646 | | |
$ | 845 | |
| Accrued expenses | |
| 1,774 | | |
| 1,637 | |
| Current portion of accrued commissions | |
| 686 | | |
| 590 | |
| Current portion of operating lease liability | |
| 211 | | |
| 141 | |
| Convertible notes | |
| 3,480 | | |
| — | |
| Derivative liability | |
| 608 | | |
| — | |
| Total current liabilities | |
| 7,405 | | |
| 3,213 | |
| Accrued commissions, net of current portion | |
| 1,392 | | |
| 1,514 | |
| Operating lease liability, net of current portion | |
| 1,186 | | |
| — | |
| Contingent consideration | |
| 960 | | |
| 993 | |
| Total liabilities | |
| 10,943 | | |
| 5,720 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Series A convertible preferred stock, $0.001 par value; 4,500,000 shares authorized at March 31, 2026 and December 31, 2025; 204,159 shares issued and outstanding at March 31, 2026 and December 31, 2025 | |
| 2,622 | | |
| 2,622 | |
| Series B convertible preferred stock, $0.001 par value; 491,222 shares authorized at March 31, 2026 and December 31, 2025; 86,454 shares issued and outstanding at March 31, 2026 and December 31, 2025 | |
| 452 | | |
| 452 | |
| Common stock, $0.001 par value; 130,000,000 shares authorized at March 31, 2026 and December 31, 2025; 11,296,378 and 10,851,273 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively | |
| 11 | | |
| 11 | |
| Additional paid-in capital | |
| 83,588 | | |
| 83,257 | |
| Accumulated deficit | |
| (84,778 | ) | |
| (81,302 | ) |
| Total stockholders’ equity | |
| 1,895 | | |
| 5,040 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 12,838 | | |
$ | 10,760 | |
Tenon Medical, Inc.
Condensed Statements of Operations and Comprehensive
Loss (Unaudited)
(In thousands, except per share data)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | 1,379 | | |
$ | 726 | |
| Cost of revenue | |
| 434 | | |
| 403 | |
| Gross Profit | |
| 945 | | |
| 323 | |
| | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | |
| Research and development | |
| 662 | | |
| 691 | |
| Sales and marketing | |
| 1,858 | | |
| 1,647 | |
| General and administrative | |
| 1,705 | | |
| 1,662 | |
| Total Operating Expenses | |
| 4,225 | | |
| 4,000 | |
| | |
| | | |
| | |
| Loss from Operations | |
| (3,280 | ) | |
| (3,677 | ) |
| | |
| | | |
| | |
| Other (Expense) Income, net | |
| | | |
| | |
| Gain on investments | |
| 25 | | |
| 61 | |
| Interest expense | |
| (176 | ) | |
| — | |
| Other expense | |
| (45 | ) | |
| — | |
| Total Other (Expense) Income, net | |
| (196 | ) | |
| 61 | |
| Net Loss | |
$ | (3,476 | ) | |
$ | (3,616 | ) |
| Net Loss Per Share of Common Stock | |
| | | |
| | |
| Basic and diluted | |
$ | (0.31 | ) | |
$ | (1.01 | ) |
| | |
| | | |
| | |
| Weighted Average Shares of Common Stock Outstanding | |
| | | |
| | |
| Basic and diluted | |
| 11,268 | | |
| 3,597 | |