[8-K] Tenon Medical, Inc. Reports Material Event

Rhea-AI Filing Summary

Tenon Medical, Inc. reported an unregistered issuance of 866,642 restricted stock units (RSUs) to its directors and officers under the company’s 2022 Equity Incentive Plan.

The RSUs vest in two equal tranches, with 50% on January 1, 2026 and 50% on July 31, 2026, and each RSU will convert into one share of common stock upon vesting. The issuance was made in reliance on Section 4(a)(2) of the Securities Act as a private offering.

Insights

Equity Compensation Analyst

Tenon granted 866,642 RSUs that vest in two 2026 tranches.

Tenon Medical issued 866,642 RSUs to directors and officers pursuant to its 2022 Equity Incentive Plan. RSUs are stock-based awards that convert to shares upon vesting, aligning recipients with shareholder outcomes without immediate cash proceeds.

The awards vest 50% on January 1, 2026 and 50% on July 31, 2026, creating a defined timeline for potential share delivery. The transaction relied on Section 4(a)(2), indicating a private, non-public issuance.

Potential impact depends on future share delivery at vesting. Actual share issuance will follow the vesting schedule described; specific proceeds or performance conditions are not indicated in the excerpt.

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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):

October 13, 2025

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 3.02. Unregistered Sales of Equity Securities.

On October 13, 2025, Tenon Medical, Inc., Delaware corporation (the “Company”), issued its directors and officers an aggregate 866,642 restricted stock units (“RSUs”) pursuant to the Tenon Medical, Inc. 2022 Equity Incentive Plan, as amended. All RSUs will vest and automatically convert into the shares of common stock of the Company on one-for-one basis in two installments: 50% on January 1, 2026, and 50% on July 31, 2026.

The Company issued the RSUs as described above in reliance on exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available to the Company under Section 4(a)(2) of the Securities Act due to the fact that the issuance did not involve a public offering of securities. 

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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 16, 2025	TENON MEDICAL, INC.
	(Registrant)
	By:	/s/ Kevin Williamson
	Name:	Kevin Williamson
	Title:	Chief Financial Officer

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FAQ

What did Tenon Medical (TNON) announce in this 8-K?

Tenon disclosed an unregistered issuance of 866,642 RSUs to directors and officers under its 2022 Equity Incentive Plan.

How do the Tenon Medical (TNON) RSUs vest?

The RSUs vest in two equal tranches: 50% on January 1, 2026 and 50% on July 31, 2026.

What is the conversion ratio for Tenon Medical’s RSUs?

Each RSU converts on a one-for-one basis into a share of Tenon’s common stock upon vesting.

Under what exemption were the TNON RSUs issued?

The issuance relied on Section 4(a)(2) of the Securities Act, as it did not involve a public offering.

Whom did Tenon Medical (TNON) grant the RSUs to?

The RSUs were granted to the company’s directors and officers.

Which plan covers the TNON RSU grants?

They were issued under the Tenon Medical, Inc. 2022 Equity Incentive Plan, as amended.