Tenon Medical issues warrant for up to 125,000 shares

Tenon’s 60-calendar-day resale filing obligation includes commercially reasonable effectiveness efforts within 90 calendar days, or 120 calendar days for an SEC “full review.”

Rhea-AI Filing Summary

Tenon Medical, Inc. issued an institutional investor a Series B common stock purchase warrant for up to 125,000 shares at an exercise price of $5.02 per share, expiring September 14, 2031, as consideration for the investor’s waiver of certain restrictions in the August 27, 2026 Purchase Agreement. The waiver permits Tenon, solely to the extent necessary, to file prospectus supplements increasing the common shares it may sell in its at-the-market offering and to amend the Sales Agreement. The investor also waived related rights to injunctive relief and damages; the warrant is subject to beneficial ownership limitations.

Tenon and the investor extended the Section 4.12(a) restriction period by 15 days, so those restrictions apply until 75 days following the Purchase Agreement’s Effective Date. Other Purchase Agreement terms remain in force, including its restriction on sales under the at-the-market offering. Placement agent WallachBeth Capital LLC separately waived its rights to prohibit an increase in shares saleable under the Sales Agreement. Tenon agreed to file a resale registration statement within 60 calendar days and use commercially reasonable efforts to make it effective within 90 calendar days, or 120 calendar days in the case of an SEC “full review.”

8-K Event Classification

2 items: 1.01, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum warrant shares: Up to 125,000 shares Exercise price: $5.02 per share Warrant expiration: September 14, 2031 +5 more

8 metrics

Maximum warrant shares Up to 125,000 shares Shares purchasable under the Series B common stock purchase warrant

Exercise price $5.02 per share Series B common stock purchase warrant

Warrant expiration September 14, 2031 Series B common stock purchase warrant

Extension to Section 4.12(a) restrictions 15 days Extension agreed by Tenon and the investor

Restriction period after Effective Date 75 days Section 4.12(a) restrictions apply until this period following the Effective Date

Resale registration filing period 60 calendar days Deadline measured from the date of the Investor Waiver

Effectiveness efforts period 90 calendar days Following the date of the Investor Waiver

Full-review effectiveness efforts period 120 calendar days Applies in the case of a full SEC review

Key Terms

at-the-market offering, beneficial ownership limitations, prospectus supplements, Section 4(a)(2), +1 more

5 terms

at-the-market offering financial

"shares ... it may offer and sell in its “at-the-market” offering"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

beneficial ownership limitations technical

"subject to beneficial ownership limitations set form in the New Warrant"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

prospectus supplements regulatory

"file one or more prospectus supplements increasing the amount of shares"

A prospectus supplement is an official add-on to a securities prospectus that provides new or updated details about a specific stock, bond, or other offering, such as terms, risks, or financial data. Investors use it like a product label update—checking it tells them what exactly is being offered, any changes from the original plan, and whether the investment's risks, size, or price have shifted, which can affect buy, hold, or sell decisions.

Section 4(a)(2) regulatory

"exemption from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) regulatory

"Rule 506(b) of Regulation D"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What warrant did Tenon Medical (TNON) issue?

The Series B common stock purchase warrant covers up to 125,000 shares at $5.02 per share and expires September 14, 2031. It is subject to beneficial ownership limitations.

What did the TNON investor waiver allow?

The investor waived restrictions solely to the extent necessary for Tenon to file prospectus supplements increasing the shares it may sell under its at-the-market offering and to amend the Sales Agreement. Placement agent WallachBeth Capital LLC separately waived its rights to prohibit an increase in saleable shares.

How long must Tenon keep the resale registration statement effective?

Tenon agreed to keep the registration statement effective until no holder of a New Warrant owns any New Warrant or New Warrant Shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001560293 0001560293 2026-10-16 2026-10-16 0001560293 TNON:CommonStockParValue0.001PerShareMember 2026-10-16 2026-10-16 0001560293 TNON:WarrantsMember 2026-10-16 2026-10-16 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):

October 16, 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.

As previously disclosed, on August 27, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Investor”). On October 16, 2026, the Company and the Investor entered into a waiver (the “Investor Waiver”), pursuant to which the Investor irrevocably waived the restrictions of Section 4.12 of the Purchase Agreement, including Sections 4.12(a) and 4.12(b) thereof, solely to the extent necessary to permit the Company to (i) file one or more prospectus supplements increasing the amount of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), that it may offer and sell in its “at-the-market” offering pursuant to the Sales Agreement, dated as of August 11, 2026, between the Company and A.G.P./Alliance Global Partners (the “Sales Agreement”), and (ii) enter into any amendment to the Sales Agreement related to such increase. The Investor also waived any right to injunctive relief or damages under Section 4.12 of the Purchase Agreement with respect thereto.

As consideration for the Investor Waiver, the Company issued to the Investor a Series B common stock purchase warrant (the “New Warrant”) to purchase up to 125,000 shares of Common Stock (the “New Warrant Shares”), which has an exercise price of $5.02 per share and expiration date of September 14, 2031, and is subject to beneficial ownership limitations set form in the New Warrant. In addition, the Company and the Investor agreed to extend the period during which the restrictions set forth in Section 4.12(a) of the Purchase Agreement apply by fifteen (15) days, such that such restrictions apply until seventy-five (75) days following the Effective Date (as defined in the Purchase Agreement). Except as set forth in the Investor Waiver, all of the terms of the Purchase Agreement remain in full force and effect, including the restriction in Section 4.12 of the Purchase Agreement on sales under the at-the-market offering.

Pursuant to the Investor Waiver, the Company agreed to file, as soon as reasonably practicable (and in any event within 60 calendar days of the date of the Investor Waiver), a registration statement on Form S-3 (or other appropriate form) registering the resale by the Investor of the New Warrant Shares, to use commercially reasonable efforts to cause such registration statement to become effective within 90 calendar days following the date of the Investor Waiver (or within 120 calendar days in the case of a “full review” by the Securities and Exchange Commission), and to keep such registration statement effective at all times until no holder of the New Warrant owns any New Warrant or New Warrant Shares.

Also on October 16, 2026, WallachBeth Capital LLC (the “Placement Agent”) waived its rights to prohibit the increase of amount of shares of Common Stock saleable under the Sales Agreement and entered into a respective waiver with the Company (the “Placement Agent Waiver”).

The foregoing descriptions of the Investor Waiver, the New Warrant and the Placement Agent Waiver do not purport to be complete and are qualified in their entirety by reference to the full text of the Investor Waiver, the New Warrant and the Placement Agent Waiver, which are filed as Exhibits 10.1, 4.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The New Warrant was issued, and the New Warrant Shares will be issued upon exercise of the New Warrant, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
4.1		Form of Series B Common Stock Purchase Warrant, dated October 16, 2026.
10.1*		Waiver, dated October 16, 2026, by and between Tenon Medical, Inc. and the investor named therein.
10.2		Waiver, dated October 16, 2026, by and between Tenon Medical, Inc. and WallachBeth Capital LLC.
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.

2

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: October 22, 2026	TENON MEDICAL, INC.
	(Registrant)
	By:	/s/ Steven M. Foster
	Name:	Steven M. Foster
	Title:	Chief Executive Officer and President

3

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 WAIVER, DATED OCTOBER 16, 2026, BY AND BETWEEN TENON MEDICAL, INC. AND THE INVES 15.2 KB
• EX-10.2 WAIVER, DATED OCTOBER 16, 2026, BY AND BETWEEN TENON MEDICAL, INC. AND WALLACHBE 10.9 KB

Other Documents

• EX-4.1 FORM OF SERIES B COMMON STOCK PURCHASE WARRANT, DATED OCTOBER 16, 2026 91.4 KB
• EX-101 XBRL SCHEMA FILE 3.6 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.6 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB