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

Rhea-AI Filing Summary

Tenon Medical, Inc. entered into securities purchase agreements with accredited investors to sell 2,217,904 shares of common stock and accompanying warrants at a combined price of $1.285 per share and warrant. The warrants have an exercise price of $1.16 per share and a three-year term. The offering closed with the issuance of 2,217,904 shares and warrants to purchase 2,217,904 shares, providing approximately $2.85 million in gross proceeds that the company plans to use for working capital and general corporate purposes. Senior executives, including the CEO, CCO, and Chief Innovation Officer, participated as purchasers. The company must file a registration statement for the shares and warrant shares within 30 days, and the transaction was conducted as an unregistered private placement under Section 4(a)(2) and Regulation D.

Insights

Capital structure and financing analyst

Tenon raised $2.85M through a discounted equity and warrant private placement.

Tenon Medical completed a private placement of 2,217,904 common shares with matching warrants at a combined price of $1.285 per unit. Each warrant is exercisable at $1.16 per share for three years, creating potential future share issuance if exercised. Gross proceeds of about $2.85 million are earmarked for working capital and general corporate purposes, providing additional liquidity.

Because this is an unregistered offering under Section 4(a)(2) and Regulation 506(b), the buyers are accredited investors and the company committed to file a resale registration statement within 30 days of the agreement date. Participation by the CEO, Chief Commercial Officer, and Chief Innovation Officer aligns management with the investor group but also concentrates ownership. The actual long-term impact depends on how the additional capital and potential warrant exercises interact with the company’s operating performance.

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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):

November 10, 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 1.01. Entry into a Material Definitive Agreement.

On November 10, 2025, Tenon Medical, Inc., a Delaware corporation (the “Company”), entered into securities purchase agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell an aggregate of 2,217,904 shares of common stock, par value $0.001 per share (the “Shares”), and/or pre-funded common stock purchase warrants (“Pre-Funded Warrants”), and common stock purchase warrants (the “Warrants”), each exercisable for one share of common stock of the Company, at a combined offering price of $1.285 per Share and Warrant to purchase one share of common stock. The Warrants have an exercise price of $1.16 per share and expire 3 years from the date of issuance. The Purchase Agreement contained customary representations and warranties. The Shares and the shares underlying the Warrants are entitled to customary resale registration rights.

The offering closed on November 14, 2025, and the Company issued Purchasers an aggregate 2,217,904 Shares and Warrants to purchase 2,217,904 shares of common stock of the Company. The Company received approximately $2.85 million in gross proceeds of the offering, which it intends to use for working capital and general corporate purposes.

Steven Foster, the Company’s Chief Executive Officer and Director, Nathaniel Grawey, the Company’s Chief Commercial Officer, and Wyatt Geist, the Company’s Chief Innovation Officer, participated in the offering as Purchasers.

Under the Purchase Agreement the Company is required to file a registration statement in respect of the Shares and the shares underlying the Warrants within 30 days after the date of the Purchase Agreement.

The issuance of the Shares and Warrants pursuant to the Purchase Agreements was made pursuant to the exemption from the registration requirements under the Securities Act available to the Company under Section 4(a)(2) and/or Regulation D promulgated thereunder due to the fact the offering of the Shares and Warrants did not involve a public offering of securities.

The foregoing summaries of the Purchase Agreements, Pre-Funded Warrants and Warrants do not purport to be complete and are subject to, and qualified in its entirety by, the full text of the forms of the Purchase Agreements, Warrants and Pre-Funded Warrants, which are filed as Exhibits 10.1, 4.1 and 4.2 to this Current Report on Form 8-K, respectively and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Shares, Pre-Funded Warrants and Warrants to the Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) and Regulation 506(b) under the Securities Act of 1933, as amended.

Item 8.01. Other Information.

On November 11, 2025, the Company issued a press release announcing the pricing of the offering described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On November 14, 2025, the Company issued a press release announcing the closing of the offering described above. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K 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 it 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.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.		Description
4.1		Form of Common Stock Purchase Warrant, dated November 13, 2025
4.2		Form of Pre-Funded Common Stock Purchase Warrant
10.1*		Form of Securities Purchase Agreement, dated November 10, 2025, between Tenon Medical Inc. and Purchasers
99.1		Press release issued by Tenon Medical, Inc., dated November 11, 2025
99.2		Press release issued by Tenon Medical, Inc., dated November 14, 2025
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.

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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: November 17, 2025	TENON MEDICAL, INC.
	(Registrant)
	By:	/s/ Steven M. Foster
	Name:	Steven M. Foster
	Title:	Chief Executive Officer and President

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FAQ

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

Tenon Medical announced securities purchase agreements with accredited investors to sell 2,217,904 shares of common stock and accompanying warrants in a private placement.

How much capital did Tenon Medical (TNON) raise and at what price?

The company raised approximately $2.85 million in gross proceeds by selling units priced at $1.285, each consisting of one common share and a warrant to purchase one share.

What are the key terms of the Tenon Medical (TNON) warrants issued?

The common stock purchase warrants have an exercise price of $1.16 per share, are exercisable for one share of common stock each, and expire three years from the date of issuance.

How will Tenon Medical (TNON) use the proceeds from the offering?

Tenon Medical plans to use the approximately $2.85 million in gross proceeds for working capital and general corporate purposes.

Did Tenon Medical executives participate in the private placement?

Yes. The CEO and Director Steven Foster, Chief Commercial Officer Nathaniel Grawey, and Chief Innovation Officer Wyatt Geist all participated as purchasers in the offering.

Is the Tenon Medical (TNON) offering registered with the SEC?

The issuance was conducted as an unregistered private placement under Section 4(a)(2) and Regulation D, and Tenon Medical is required to file a registration statement for the shares and warrant shares within 30 days.

What registration rights were granted to investors in the Tenon Medical offering?

The shares and the shares underlying the warrants are entitled to customary resale registration rights, and the company must file a registration statement within 30 days after the purchase agreement date.