Tenon Medical repays $5.16M convertible debt early

Tenon Medical repaid $5.16 million of convertible notes early, reducing potential equity dilution and emphasizing balance-sheet flexibility.

Rhea-AI Filing Summary

Tenon Medical, Inc. (TNON) reported that it has fully repaid its outstanding original issue discount senior convertible promissory notes, which had an aggregate principal balance of approximately $5.16 million, on September 9, 2026, ahead of their September 11, 2026 maturity date. The Notes were issued on March 11, 2026.

The company states that this early repayment strengthens its balance sheet and removes the potential conversion of the Notes into common stock at a discount to market prices, which would have created dilution. Tenon highlights that eliminating this obligation provides greater financial flexibility to support commercialization of its SI Joint fusion systems and broader growth initiatives.

Positive

• Early repayment of $5.16 million senior convertible notes removes debt ahead of the September 11, 2026 maturity date and is described by Tenon as strengthening its balance sheet.
• Elimination of potential discounted share conversion reduces the risk of dilution from the repaid convertible notes and is presented as supporting greater financial flexibility for growth and commercialization initiatives.

Negative

• None.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Aggregate principal balance of Notes repaid: $5.16 million Notes maturity date: September 11, 2026 Notes issue date: March 11, 2026 +2 more

5 metrics

Aggregate principal balance of Notes repaid $5.16 million Original issue discount senior convertible promissory notes repaid in full on September 9, 2026

Notes maturity date September 11, 2026 Tenon repaid the Notes before this scheduled maturity date

Notes issue date March 11, 2026 Date the original issue discount senior convertible promissory notes were issued

Common Stock trading symbol TNON Common Stock listed on The Nasdaq Stock Market LLC

Warrants trading symbol TNONW Warrants listed on The Nasdaq Stock Market LLC

Key Terms

original issue discount, senior convertible promissory notes, going concern, Nasdaq listing requirements, +1 more

5 terms

original issue discount financial

"its outstanding original issue discount senior convertible promissory notes"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

senior convertible promissory notes financial

"outstanding original issue discount senior convertible promissory notes"

A senior convertible promissory note is a formal IOU where a company borrows money and promises to repay it, with this loan getting first priority for repayment if the company runs into trouble. The note also gives the lender the option to swap the debt for company shares, like turning an IOU into ownership, which can dilute existing shareholders. Investors care because it affects a company’s cash needs, its risk profile (higher priority reduces lender risk), and the potential for future share dilution if conversion occurs.

going concern financial

"the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

Nasdaq listing requirements regulatory

"the Company’s ability to regain and maintain compliance with Nasdaq listing requirements"

NASDAQ listing requirements are the financial, governance and disclosure rules a company must meet to have its shares traded on the NASDAQ stock exchange. Think of them as the standards a business must pass to join an exclusive marketplace — they affect whether a stock can be bought easily, how much public information the company must provide, and how investors judge its credibility and risk. Meeting these rules can boost liquidity and investor confidence.

sacro-pelvic disorders medical

"transforming care for patients with certain sacro-pelvic disorders"

Problems affecting the lower spine (sacrum) and the pelvic bones and their connecting joints and tissues, causing pain, weakness, nerve symptoms or difficulty walking and standing. Investors should care because these conditions can drive demand for medical devices, surgeries, drugs, rehabilitation services and long‑term care, much like a worn hinge that makes a door harder to open — affecting quality of life, treatment spending and workforce productivity.

FAQ

What debt did Tenon Medical (TNON) repay according to this 8-K?

Tenon Medical repaid in full its outstanding original issue discount senior convertible promissory notes, which had an aggregate principal balance of approximately $5.16 million, doing so on September 9, 2026, ahead of the Notes’ September 11, 2026 maturity date.

When were Tenon Medical’s repaid convertible notes originally issued?

The repaid original issue discount senior convertible promissory notes were issued on March 11, 2026. Tenon Medical later chose to repay them in full on September 9, 2026, before their scheduled September 11, 2026 maturity.

How does Tenon Medical (TNON) describe the impact of repaying the notes?

Tenon Medical states that early repayment is a proactive step to strengthen its balance sheet, reduce potential dilution from discounted share conversion, and maintain flexibility to invest in commercialization of its products and expansion of its business.

What dilution risk was associated with Tenon Medical’s repaid notes?

The senior convertible promissory notes were convertible into shares of common stock at a discount to market prices. By repaying them in full before maturity, Tenon Medical states that it eliminated the potential for such conversion and associated dilution.

What business focus does Tenon Medical highlight after repaying the notes?

Tenon Medical indicates that, with the note obligations addressed, it can focus on executing commercial plans, expanding adoption of its SI Joint technologies, and supporting continued investment in growth opportunities related to its sacroiliac joint fusion systems.

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

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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):

September 9, 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 September 9, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing that it repaid in full its outstanding original issue discount senior convertible promissory notes, which were issued with an aggregate principal balance of approximately $5.16 million, ahead of their September 11, 2026 maturity date.

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any filing under the Securities Act of 1933, as amended, or the 1934 Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release of Tenon Medical, Inc., dated September 9, 2026.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

1

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: September 9, 2026	TENON MEDICAL, INC.
	(Registrant)
	By:	/s/ Steven M. Foster
	Name:	Steven M. Foster
	Title:	Chief Executive Officer and President

2

Exhibit 99.1

Tenon Medical Announces Early Repayment of its Convertible Notes

~ Company Takes Proactive Step to Strengthen Balance Sheet and Maintain Flexibility to Execute on Continued Business Momentum ~

Los Gatos, CA, September 9, 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, today announced that it has repaid in full its outstanding original issue discount senior convertible promissory notes (the “Notes”), which were issued with an aggregate principal balance of approximately $5.16 million, ahead of their September 11, 2026 maturity date. The Notes were issued on March 11, 2026.

The repayment represents a proactive step to strengthen Tenon’s balance sheet and eliminate the potential for the conversion of the Notes into shares of the Company’s common stock at a discount to market prices.

“We believe repaying the Notes ahead of maturity is an important step forward for Tenon as we continue to build momentum across our business,” said Steven M. Foster, President and Chief Executive Officer of Tenon Medical. “By proactively addressing this obligation, we are reducing potential dilution for our shareholders, strengthening our financial position and maintaining greater flexibility to invest in the continued commercialization of our products and expansion of our business.”

Tenon believes its strengthened capital position provides the Company with the financial flexibility to support its ongoing commercial initiatives and advance its growth strategy. With its Note obligations now addressed, the Company is positioned to remain focused on executing its commercial plans, expanding adoption of its technologies and supporting continued investment in its growth opportunities.

About Tenon Medical, Inc.

Tenon Medical, Inc. is 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. MAINSAIL^™, and SImmetry+ are also trademarks of Tenon Medical, Inc.

Safe Harbor

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 statements often contain 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 anticipated use of proceeds from the July 2026 offering, the Company’s ability to continue as a going concern, the Company’s ability to regain and maintain compliance with Nasdaq listing requirements; its plans to raise additional capital on acceptable terms or at all, the expected benefits of the updated Catamaran SI Joint Fusion System, future product development, commercial expansion plans, cost structure improvements, and anticipated case volume growth. 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, 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.

IR Contact:

Shannon Devine

203-741-8811

MZ North America

tenon@mzgroup.us

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 PRESS RELEASE OF TENON MEDICAL, INC., DATED SEPTEMBER 9, 2026 10.4 KB

Other Documents

• 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