Tenon Medical raises $2.9M in warrant inducement
Tenon Medical secures about $2.9 million in cash via warrant exercises while issuing new five-year warrants that add future equity overhang.
Rhea-AI Filing Summary
Tenon Medical, Inc. (TNON) entered into a warrant inducement transaction with an institutional holder under which the holder agreed to immediately exercise 572,179 existing Series A warrants at an exercise price of $5.02 per share, generating gross cash proceeds of approximately $2.87 million for the company.
In return, Tenon issued new unregistered five-year Series B warrants to purchase up to 858,269 shares of common stock, also at $5.02 per share, equal to 150% of the shares issued upon exercise of the existing warrants. The New Warrants were issued in a private placement relying on Section 4(a)(2) of the Securities Act and are immediately exercisable on issuance.
WallachBeth Capital LLC is serving as financial advisor and will receive a 7% cash fee on aggregate gross proceeds plus up to $65,000 in reimbursed legal expenses. Tenon plans to use the net proceeds for working capital and general corporate purposes and has agreed to file a resale registration statement covering the shares issuable upon exercise of the New Warrants within 30 days, using commercially reasonable efforts to have it declared effective within 60 to 90 days, depending on SEC review.
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Filing Explained
The completed inducement generated $2,872,338.58 gross, while five-year warrants for up to 858,269 shares remain exercisable and unregistered.
The company reports that the warrant inducement closed on
That means 572,179 shares were issued in the completed exercise, while the additional 858,269 shares remain a potential future issuance if the new warrants are exercised; under the supplied dilution definition, such issuance would reduce existing holders’ percentage ownership absent offsetting changes. Gross proceeds from the completed exercise were
The new warrants were issued through a private placement, and neither they nor their underlying shares were registered; the company committed to file a resale registration statement within 30 days. That registration step addresses resale eligibility and is not evidence that the underlying shares have already been sold.
At
8-K Event Classification
Key Figures
Key Terms
warrant inducement financial
private placement financial
Section 4(a)(2) regulatory
Resale Registration Statement regulatory
Emerging Growth Company regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing transaction did TNON announce in this 8-K?
How many new warrants did TNON issue and at what terms?
How much cash did Tenon Medical (TNON) raise from the warrant inducement?
What fees does WallachBeth earn in the TNON warrant transaction?
How will Tenon Medical use the proceeds from the warrant inducement?
Under what exemption were the New Warrants of TNON issued?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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)) |
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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 September 11, 2026, Tenon Medical, Inc. (the “Company”) entered into an inducement offer letter agreement (the “Inducement Agreement”) with a certain holder (the “Holder”) of outstanding Series A Common Stock Purchase Warrants exercisable for up to 572,179 shares (the “Existing Warrants”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which Existing Warrants were issued by the Company on August 31, 2026, and were originally exercisable at an exercise price of $5.02 per share.
Pursuant to the Inducement Agreement, the Holder agreed to exercise the Existing Warrants for cash at the exercise price of $5.02 per share in consideration for the Company’s agreement to issue new unregistered five-year Series B Common Stock Purchase Warrants (the “New Warrants”) to purchase up to 858,269 shares of Common Stock (equal to 150% of the number of shares issuable upon exercise of the Existing Warrants) at an exercise price of $5.02 per share (the “Inducement Transaction”). The New Warrants will be exercisable for five years from the date of issuance.
The Company entered into a financial advisory agreement (the “Financial Advisory Agreement”) with WallachBeth Capital LLC (“WallachBeth”) to act as its financial advisor in connection with the transactions summarized above. Pursuant to the Financial Advisory Agreement, the Company will pay WallachBeth a cash fee of 7% of the aggregate gross proceeds. Additionally, the Company agreed to reimburse WallachBeth for its documented accountable legal expenses up to $65,000.
The aggregate exercise price for all Existing Warrants is approximately $2,872,339 (the “Warrant Inducement”). The Company intends to use the net proceeds for working capital and general corporate purposes.
The Company has agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if it is not eligible to utilize Form S-3) providing for the resale of the shares of Common Stock issuable upon the exercise of the New Warrants (the “Resale Registration Statement”) within thirty (30) calendar days following the date of the Inducement Agreement, and to use commercially reasonable efforts to cause the Resale Registration Statement to become effective within sixty (60) calendar days from the date of the Inducement Agreement (or within 90 calendar days in case of “full review” of the Resale Registration Statement by the SEC).
The Inducement Agreement, Financial Advisory Agreement, and Form of Series B Warrant are attached as Exhibits 10.1, 10.2, and 4.1, respectively. The description of the terms of the Inducement Agreement and the New Warrants is not intended to be complete and is qualified in its entirety by reference to such exhibits. The Inducement Agreement contains customary representations, warranties and covenants by the Company which were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
1
Item 3.02 Unregistered Sales of Equity Securities.
The Company issued the New Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2). Neither the issuance of the New Warrants nor the shares of Common Stock underlying the New Warrants have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the New Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
Item 8.01 Other Events.
On September 11, 2026, the Company issued a press release announcing entering into an Inducement Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On September 14, 2026, the Company issued a press release announcing the closing of the Inducement Transaction. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information set forth in this Item 8.01, including Exhibits 99.1 and 99.2, 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 they 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
| 4.1 | Form of Series B Warrant | |
| 10.1 | Inducement Agreement, dated September 11, 2026 | |
| 10.2 | Financial Advisory Agreement, dated September 11, 2026 | |
| 99.1 | Press release, dated September 11, 2026 | |
| 99.2 | Press release, dated September 14, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
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: September 16, 2026 | TENON MEDICAL, INC. | |
| By: | /s/ Steven M. Foster | |
| Name: | Steven M. Foster | |
| Title: | Chief Executive Officer and President | |
3
Exhibit 99.1
Tenon Medical Announces Warrant Inducement for Aggregate Gross Proceeds of Approximately $2,872,338
LOS GATOS, CA / ACCESS Newswire / September 11, 2026 / Tenon Medical, Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders announced today it has entered into warrant exercise agreements with an institutional investor to exercise outstanding warrants to purchase an aggregate of 572,179 of the Company’s shares of common stock (the “Existing Warrants”). In consideration for the immediate exercise in full of the Existing Warrants for gross cash proceeds of $2,872,338.58, the exercising holders will receive in a private placement new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 858,269 shares of common stock (equal to 150% of the shares of common stock issued in connection with the exercise of the Existing Warrants) with an exercise price of $5.02 per share. The New Warrants are immediately exercisable on the date of issuance and will expire five years from the date of issuance.
The closing of the offering is expected to occur on or about September 14, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds from the warrant inducement are expected to be $2,872,338.58, excluding any proceeds that may be received upon the exercise of the New Warrants and before deducting financial advisor fees and other expenses payable by the Company.
WallachBeth Capital is acting as financial advisor for the warrant inducement transaction.
The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the New Warrants (the “Resale Registration Statement”).
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Tenon Medical, Inc.
Tenon Medical, Inc., a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. Tenon was incorporated in the State of Delaware in 2012 and currently offers two systems to treat a diseased sacroiliac joint (the “SI Joint”). The Company 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. In August 2025, the Company acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+® SI Joint Fusion System, which treats disorders of the SI Joint through a minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles. Since the national launch of The Catamaran System in October 2022, Tenon is focused on three commercial opportunities: 1) primary SI Joint procedures, 2) revision procedures of failed SI Joint implants and 3) SI-Joint fusion adjunct to a spine fusion construct.
For more information, please visit www.tenonmed.com. Information on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.
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.
Forward-Looking Statements
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 statements contain, 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.
Exhibit 99.2
Tenon Medical Announces Closing of Warrant Inducement Offering for Aggregate Gross Proceeds of Approximately $2,872,338
LOS GATOS, CA / ACCESS Newswire / September 14, 2026 / Tenon Medical, Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders announced today it has closed its previously announced warrant inducement agreement with an institutional investor to exercise outstanding warrants to purchase an aggregate of 572,179 of the Company’s shares of common stock (the “Existing Warrants”). In consideration for the immediate exercise in full of the Existing Warrants for gross cash proceeds of $2,872,338.58, the exercising holder received new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 858,269 shares of common stock (equal to 150% of the shares of common stock issued in connection with the exercise of the Existing Warrants) with an exercise price of $5.02 per share. The New Warrants are immediately exercisable on the date of issuance and will expire five years from the date of issuance.
The gross proceeds from the warrant inducement were $2,872,338.58, excluding any proceeds that may be received upon the exercise of the New Warrants and before deducting financial advisor fees and other expenses payable by the Company.
WallachBeth Capital acted as financial advisor for the warrant inducement transaction.
The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the New Warrants (the “Resale Registration Statement”).
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Tenon Medical, Inc.
Tenon Medical, Inc., a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. Tenon was incorporated in the State of Delaware in 2012 and currently offers two systems to treat a diseased sacroiliac joint (the “SI Joint”). The Company 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. In August 2025, the Company acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+® SI Joint Fusion System, which treats disorders of the SI Joint through a minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles. Since the national launch of The Catamaran System in October 2022, Tenon is focused on three commercial opportunities: 1) primary SI Joint procedures, 2) revision procedures of failed SI Joint implants and 3) SI-Joint fusion adjunct to a spine fusion construct.
For more information, please visit www.tenonmed.com. Information on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.
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.
Forward-Looking Statements
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 statements contain, 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.