Tenon Medical (TNON) uses $4.2M stock and warrant sale to address Nasdaq equity deficit

Q: Why did Tenon Medical (TNON) receive a Nasdaq notice on May 21, 2026?

Tenon Medical received a Nasdaq notice dated May 21, 2026 stating it was not in compliance with the exchange’s minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market.

Q: How did Tenon Medical (TNON) seek to regain Nasdaq equity compliance?

Tenon Medical completed a public offering on July 1, 2026 , selling common stock and warrants for total proceeds of $4.2 million . The company believes this capital raise restored compliance with Nasdaq’s stockholders’ equity requirement.

Q: Is Tenon Medical (TNON) currently in compliance with Nasdaq listing standards?

Tenon Medical states it believes it satisfies Nasdaq’s minimum stockholders’ equity requirement as of July 10, 2026 , following its $4.2 million offering of common stock and warrants.

Q: What forward-looking statements does Tenon Medical (TNON) highlight in this 8-K?

Tenon Medical notes forward-looking statements about its ability to regain and maintain Nasdaq equity compliance , its plans to consider options for compliance, and its eligibility for any additional compliance period, all subject to business and market risks.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tenon Medical, Inc. reports that, following a public offering completed on July 1, 2026 that raised $4.2 million from sales of common stock and warrants, it believes it now satisfies Nasdaq’s minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market as of July 10, 2026. Nasdaq will continue to monitor compliance and may delist the company if its Quarterly Report on Form 10‑Q for the period ending September 30, 2026 does not show compliance with this stockholders’ equity standard. The company also includes a cautionary statement highlighting that its expectations about ongoing compliance involve forward‑looking statements subject to risks and uncertainties.

Positive

None.

Negative

Nasdaq delisting risk remains if the September 30, 2026 Form 10‑Q does not show compliance with the stockholders’ equity requirement.

Insights

Nasdaq equity compliance appears restored after a $4.2M raise, but monitoring continues.

Tenon Medical indicates that a recent public offering of common stock and warrants, raising $4.2 million, has brought it back into compliance with Nasdaq’s minimum stockholders’ equity requirement as of July 10, 2026. This addresses a prior notice dated May 21, 2026 that the company no longer met that standard for The Nasdaq Capital Market.

However, Nasdaq will review the company’s status again when the Form 10‑Q for the quarter ending September 30, 2026 is filed. If that report does not evidence compliance, the company may face delisting. The forward‑looking statements section underscores that assumptions about continued compliance are uncertain and depend on business performance, market conditions, and other risks described in its 10‑K and 10‑Q filings.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Public offering size: $4.2 million Nasdaq notice date: May 21, 2026 Compliance assessment date: July 10, 2026 +1 more

4 metrics

Public offering size $4.2 million Amount raised from sale of common stock and warrants in the Offering

Nasdaq notice date May 21, 2026 Date Nasdaq informed the company it was not in equity compliance

Compliance assessment date July 10, 2026 Date as of which the company believes it satisfies the equity requirement

Review quarter-end September 30, 2026 Quarter-end for the Form 10‑Q Nasdaq will review for ongoing compliance

Key Terms

Stockholders’ Equity Requirement, Nasdaq Capital Market, forward-looking statements

3 terms

Stockholders’ Equity Requirement financial

"no longer in compliance with the minimum stockholders’ equity requirement"

A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.

Nasdaq Capital Market market

"for continued listing on The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Available on EDGAR 07/10/2026 - 05:19 PM Accepted by SEC EDGAR 07/10/2026 - 05:19 PM

FAQ

Why did Tenon Medical (TNON) receive a Nasdaq notice on May 21, 2026?

Tenon Medical received a Nasdaq notice dated May 21, 2026 stating it was not in compliance with the exchange’s minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market.

How did Tenon Medical (TNON) seek to regain Nasdaq equity compliance?

Tenon Medical completed a public offering on July 1, 2026, selling common stock and warrants for total proceeds of $4.2 million. The company believes this capital raise restored compliance with Nasdaq’s stockholders’ equity requirement.

Is Tenon Medical (TNON) currently in compliance with Nasdaq listing standards?

Tenon Medical states it believes it satisfies Nasdaq’s minimum stockholders’ equity requirement as of July 10, 2026, following its $4.2 million offering of common stock and warrants.

What ongoing Nasdaq risks does Tenon Medical (TNON) face after the July 2026 offering?

Nasdaq will continue to monitor Tenon Medical’s equity, and if its September 30, 2026 Form 10‑Q does not show compliance, the company may be subject to delisting from The Nasdaq Capital Market.

What forward-looking statements does Tenon Medical (TNON) highlight in this 8-K?

Tenon Medical notes forward-looking statements about its ability to regain and maintain Nasdaq equity compliance, its plans to consider options for compliance, and its eligibility for any additional compliance period, all subject to business and market risks.

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):

July 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 8.01 Other Events

On May 21, 2026, Tenon Medical, Inc. (the “Company”), previously disclosed in a Current Report on Form 8-K that the Company received a notice dated May 21, 2026, from Nasdaq that the Company was no longer in compliance with the minimum stockholders’ equity requirement (the “Stockholders’ Equity Requirement”) for continued listing on The Nasdaq Capital Market. On July 2, 2026, the Company previously disclosed in a Current Report on Form 8-K that on July 1, 2026, it had sold in a public offering (the “Offering”) $4.2 million of its common stock and warrants to purchase its common stock. As a result of the Offering, the Company believes it satisfies the Stockholders’ Equity Requirement as of July 10, 2026. Nasdaq will continue to monitor the Company’s ongoing compliance with the Stockholders’ Equity Requirement and, if at the time of the Company’s September 30, 2026 Quarterly Report on Form 10-Q, the Company does not evidence compliance, it may be subject to delisting.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with Nasdaq’s minimum stockholders’ equity requirement, the Company’s plans to consider available options to regain compliance, and the Company’s eligibility for an additional compliance period. Forward-looking statements are based on current expectations and assumptions, are subject to risks and uncertainties, and are not guarantees of future performance. Actual results may differ materially from those anticipated in the forward-looking statements due to various factors, including but not limited to: general economic and market conditions; changes in the Company’s business strategy; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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: July 10, 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

Filing Exhibits & Attachments

4 documents