false
0001560293
0001560293
2026-08-27
2026-08-27
0001560293
TNON:CommonStockParValue0.001PerShareMember
2026-08-27
2026-08-27
0001560293
TNON:WarrantsMember
2026-08-27
2026-08-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 27, 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 1.01. Entry into a Material Definitive
Agreement.
On August 27, 2026, Tenon
Medical, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with an institutional investor (the “Purchaser”) for the issuance and sale in a private placement (the “Private
Placement”) of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 597,610
shares (the “Pre-Funded Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at a purchase price of $5.019 per Pre-Funded Warrant, and (ii) Series A warrants to purchase up to an aggregate of
1,058,517 shares of Common Stock (the “Series A Warrants,” and the shares issuable upon exercise thereof, the “Series
A Warrant Shares”). The Private Placement closed on August 31, 2026. The Company received gross proceeds of $2,999,404.59 (which
does not include $597.61 that the Company may receive from the Purchaser upon exercise of the Pre-Funded Warrants) from the Private Placement.
Each Series A Warrant
has an exercise price of $5.02 per share. The Series A Warrants are immediately exercisable and will expire five (5) years from issuance.
A holder may not exercise any portion of the Series A Warrants to the extent the Purchaser would own more than 4.99% of the outstanding
Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to the Series A Warrants to a
percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.
The Pre-Funded Warrants
are immediately exercisable and may be exercised at a nominal exercise price of $0.001 per share of Common Stock at any time until all
of the Pre-Funded Warrants are exercised in full. A holder may not exercise any portion of the Pre-Funded Warrants to the extent the Purchaser
would own more than 9.99% of the outstanding Common Stock immediately after exercise.
WallachBeth Capital LLC
(the “Placement Agent”) served as the Company’s exclusive placement agent in connection with the Private Placement,
pursuant to that certain placement agency agreement, dated as of August 27, 2026, between the Company and Placement Agent (the “Placement
Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee of 7% of
the aggregate gross proceeds raised in the Private Placement and agreed to reimburse the Placement Agent for certain expenses and legal
fees.
The Placement Agency
Agreement and the Purchase Agreement contain customary representations and warranties, agreements and obligations, conditions to closing
and termination provisions.
In connection with the
Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”),
dated as of August 31, 2026, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with
the Securities and Exchange Commission (the “SEC”) registering the resale of the Pre-Funded Warrant Shares and the
Series A Warrant Shares no later than 15 days after the date of the Registration Rights Agreement, and to use best efforts to have the
registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date
of the Registration Rights Agreement (or 75 days following the date of the Registration Rights Agreement in the event of a “full
review” by the SEC).
The Private Placement
closed on August 31, 2026. The Company intends to use the net proceeds received from the Private Placement for repayment of certain debt,
working capital and general corporate purposes.
The foregoing descriptions
of terms and conditions of the Placement Agency Agreement, the Purchase Agreement, the Pre-Funded Warrants, the Series A Warrants, and
the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the
Placement Agency Agreement, the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Series A Warrant, and the form
of the Registration Rights Agreement, which are attached hereto as Exhibits 1.1, 10.1, 4.1, 4.2, and 10.2, respectively.
Item 3.02 Unregistered
Sales of Equity Securities.
The information contained
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Neither the issuance of the Pre-Funded Warrants,
the Series A Warrants, or the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities
Act of 1933, as amended (the “Securities Act”) or any state securities laws. The issuance of the Pre-Funded Warrants
and the Series A Warrants were and the shares of Common Stock issuable upon the exercise thereof will be issued in reliance on the exemptions
from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
Item 8.01 Other Events.
On August 28, 2026, the
Company issued a press release announcing the pricing of the Private Placement. A copy of this press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
On August 31, 2026, the
Company issued a press release announcing the closing of the Private Placement. 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.
The following exhibit is furnished with this Current
Report on Form 8-K:
| Exhibit |
|
Description |
| 1.1 |
|
Placement
Agency Agreement dated August 27, 2026 |
| 4.1 |
|
Form
of Pre-Funded Warrant |
| 4.2 |
|
Form
of Series A Warrant |
| 10.1* |
|
Form
of Securities Purchase Agreement |
| 10.2* |
|
Form
of Registration Rights Agreement |
| 99.1 |
|
Press
Release issued by Tenon Medical, Inc. dated August 28, 2026 |
| 99.2 |
|
Press Release issued by Tenon Medical, Inc., dated August 31, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules
and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish
a supplemental copy of any omitted schedule or attachment to the SEC upon request. |
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: August 31, 2026 |
TENON MEDICAL, INC. |
| |
(Registrant) |
| |
|
| |
By: |
/s/ Steven M. Foster |
| |
Name: |
Steven M. Foster |
| |
Title: |
Chief Executive Officer and President |
Exhibit 99.1

Tenon Medical Announces Pricing of $3M Private
Placement Offering
LOS GATOS, CA – August 28, 2026 – Tenon
Medical, Inc. (Nasdaq: TNON), a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders,
today announced that on August 27, 2026 it has entered into a securities purchase agreement with an institutional investor to sell 597,610
shares of common stock (or pre-funded warrants in lieu thereof), together with a warrant to purchase up to an aggregate 1,058,517 shares
of common stock, in a private placement offering. The combined effective offering price for each share of common stock and accompanying
warrants to be issued is $5.02. The combined effective offering price for each pre-funded warrant and accompanying warrants to be issued
is $5.019. The pre-funded warrants will have an exercise price of $0.001 per share of common stock and the warrant will have an exercise
price of $5.02 per share, will be immediately exercisable, and will expire five years from the date of issuance.
The gross proceeds to the Company from the offering are estimated to
be approximately $3.0 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected
to close on or about August 31, 2026, subject to the satisfaction of customary closing conditions.
WallachBeth Capital LLC is acting as the exclusive placement agent
in connection with the offering.
The offer and sale of the foregoing securities are being made in a
private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation
D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly,
the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of
the securities purchase agreement, the Company has agreed to provide customary registration rights for the shares of common stock and
the shares of common stock underlying the warrants and pre-funded warrants.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under
the resale registration statement will only be made by means of a prospectus.
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.
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 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 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,
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.
Investor Contact
Shannon Devine
MZ North America
203-741-8811
tenon@mzgroup.us
Exhibit 99.2

Tenon Medical Announces Closing of $3M Private
Placement Offering
LOS GATOS, CA – August 31, 2026 –
Tenon Medical, Inc. (Nasdaq: TNON), a medical device company dedicated to transforming care for patients with certain sacro-pelvic
disorders, has closed its previously announced private placement pursuant to securities purchase agreement with an institutional investor
to sell 597,610 shares of common stock (or pre-funded warrants in lieu thereof), together with a warrant to purchase up to an aggregate
1,058,517 shares of common stock, in a private placement offering. The combined effective offering price for each share of common stock
and accompanying warrants to be issued is $5.02. The combined effective offering price for each pre-funded warrant and accompanying warrants
to be issued is $5.019. The pre-funded warrants will have an exercise price of $0.001 per share of common stock and the warrant will have
an exercise price of $5.02 per share, will be immediately exercisable, and will expire five years from the date of issuance.
The gross proceeds to the Company from the offering
are estimated to be approximately $3.0 million before deducting the placement agent’s fees and other estimated offering expenses.
WallachBeth Capital LLC acted as the exclusive
placement agent in connection with the offering.
The offer and sale of the foregoing securities
are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities
laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement
or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant
to the terms of the securities purchase agreement, the Company has agreed to provide customary registration rights for the shares of common
stock and the shares of common stock underlying the warrants and pre-funded warrants.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any
offering of the securities under the resale registration statement will only be made by means of a prospectus.
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.
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 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 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, 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.
Investor Contact
Shannon Devine
MZ North America
203-741-8811
tenon@mzgroup.us