Tenon Medical (TNON) lowers quorum threshold and updates voting rules

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tenon Medical, Inc. reported that its Board of Directors approved Amendment No. 1 to the company’s Bylaws, effective June 10, 2026. The amendment lowers the stockholder meeting quorum requirement from a majority of eligible votes to not less than 33 1/3% of votes entitled to be cast, consistent with Nasdaq Listing Rule 5620.

The amendment also revises voting provisions so that holders of shares representing not less than a majority of the votes present at a meeting, rather than a majority of all outstanding shares, may decide that voting must be by written ballot and overseen by inspectors of election.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

New quorum threshold: 33 1/3% of votes entitled to be cast Prior quorum threshold: Majority of votes entitled to be cast Voting control threshold: Majority of votes present +1 more

4 metrics

New quorum threshold 33 1/3% of votes entitled to be cast Minimum quorum for stockholder meetings after June 10, 2026

Prior quorum threshold Majority of votes entitled to be cast Previous Bylaw requirement for stockholder meeting quorum

Voting control threshold Majority of votes present Holders needed to require written ballot and inspectors

Effective date of amendment June 10, 2026 Date Amendment No. 1 to Bylaws became effective

Key Terms

Amendment No. 1 to the Bylaws, quorum requirement, Nasdaq Listing Rule 5620, written ballot, +1 more

5 terms

Amendment No. 1 to the Bylaws regulatory

"approved and adopted Amendment No.1 (the “Amendment”) to the Bylaws of the Company"

quorum requirement regulatory

"The Amendment changes the quorum requirement for meetings of stockholders"

Nasdaq Listing Rule 5620 regulatory

"not less than 33 1/3% ... in accordance with Nasdaq Listing Rule 5620"

written ballot financial

"may determine that the voting at meetings of stockholders needs to be by written ballot"

inspectors of election regulatory

"voting at meetings of stockholders needs to be by written ballot and conducted by inspectors of election"

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Understanding 8-K Material Events →

Available on EDGAR 06/11/2026 - 04:06 PM Accepted by SEC EDGAR 06/11/2026 - 04:05 PM

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 10, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 10, 2026, the Board of Directors (the “Board”) of Tenon Medical, Inc. (the “Company’) approved and adopted Amendment No.1 (the “Amendment”) to the Bylaws of the Company (“Bylaws”), effective as of such date. The Amendment amends and restates in their entirety Sections 1.5 and 1.8 of Article I of the Bylaws.

The Amendment changes the quorum requirement for meetings of stockholders from a majority to not less than 33 1/3% of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting, in accordance with Nasdaq Listing Rule 5620. The Amendment also amends the voting provisions in Section 1.8 of the Bylaws to provide, among other things, that the holders of shares of stock having not less than a majority of the votes present at a meeting (instead of a majority of all outstanding shares of stock) may determine that the voting at meetings of stockholders needs to be by written ballot and conducted by inspectors of election.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
3.1		Amendment No. 1 to the Bylaws of Tenon Medical, Inc.
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: June 11, 2026	TENON MEDICAL, INC.

	By:	/s/ Steven M. Foster
	Name:	Steven M. Foster
	Title:	Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Tenon Medical (TNON) report in this 8-K filing?

Tenon Medical reported that its Board approved Amendment No. 1 to the Bylaws. The change updates quorum and voting provisions for stockholder meetings, aligning them with Nasdaq Listing Rule 5620 and adjusting how meeting ballots and inspectors of election may be required.

How did Tenon Medical (TNON) change its quorum requirement for stockholder meetings?

The quorum requirement was reduced from a majority of eligible votes to not less than 33 1/3% of votes entitled to be cast. This new threshold governs when a stockholder meeting can proceed and is stated as being in accordance with Nasdaq Listing Rule 5620.

How were Tenon Medical’s (TNON) voting provisions at stockholder meetings revised?

The amendment allows holders of shares representing not less than a majority of the votes present at a meeting to require written ballots and inspectors of election. Previously, this authority was tied to a majority of all outstanding shares of stock entitled to vote.

When did Tenon Medical’s (TNON) amended Bylaws become effective?

The Board approved and adopted Amendment No. 1 to the Bylaws effective June 10, 2026. This effective date applies to the revised quorum requirement and updated voting provisions for stockholder meetings described in the company’s current report on Form 8-K.

Where can investors see the full text of Tenon Medical’s (TNON) Bylaw amendment?

The complete text of Amendment No. 1 to the Bylaws is filed as Exhibit 3.1 to the report. The company states that its brief description of the changes is qualified entirely by reference to this exhibit, which is incorporated by reference.

Filing Exhibits & Attachments

5 documents