Tenon Medical sells $3M in private securities

Tenon Medical, Inc. (TNON) reports a private exempt offering of securities under Regulation D, claiming the Rule 506(b) exemption.

Rhea-AI Filing Summary

Tenon Medical, Inc. (TNON) reports a private exempt offering of securities under Regulation D, claiming the Rule 506(b) exemption. The company indicates a total amount sold of $3,000,000 with $0 remaining to be sold, suggesting the offering has been fully subscribed as reported here.

The offering includes equity, options, warrants or other rights to acquire securities, and the securities issuable upon exercise of those rights. WallachBeth Capital LLC is identified in a sales compensation role, and stated finders’ fees are $0. The notice is signed on behalf of Tenon Medical by Chief Executive Officer and President Steven M. Foster.

Key Figures

Total amount sold: $3,000,000 Total remaining to be sold: $0 Finders’ fees: $0 +3 more

6 metrics

Total amount sold $3,000,000 Exempt offering of securities reported under Regulation D

Total remaining to be sold $0 Amount remaining in the same exempt offering

Finders’ fees $0 Reported finders’ fees expenses for the offering

Exemption relied upon Rule 506(b) of Regulation D Federal exemption claimed for the private offering

Date of first sale August 27, 2026 First sale date for the securities in this notice

Form type New Notice (Form D) Filing marked as a new notice, not an amendment

Key Terms

Regulation D, Rule 506(b), covered securities, Investment Company Act of 1940, +1 more

5 terms

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Rule 506(b) exemption is claimed for this offering"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

Investment Company Act of 1940 regulatory

"Is the issuer registered as an investment company under the Investment Company Act of 1940?"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

accredited investors regulatory

"securities in the offering have been or may be sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

FAQ

What type of securities is Tenon Medical, Inc. (TNON) offering in this Form D?

Tenon Medical, Inc. is offering equity, options, warrants or other rights to acquire another security, and the securities to be acquired upon exercise of those rights, as disclosed in its Regulation D notice.

How much has Tenon Medical, Inc. (TNON) sold in this exempt offering?

Tenon Medical, Inc. reports a total amount sold of $3,000,000 in this exempt offering, with a total remaining to be sold of $0, indicating the full reported amount has been placed.

Under which exemption is Tenon Medical, Inc. (TNON) conducting this offering?

The offering is conducted under Rule 506(b) of Regulation D under the Securities Act. The issuer also certifies that it is not disqualified from relying on Rule 504 or Rule 506 under the bad actor provisions.

When did the first sale occur in Tenon Medical, Inc.’s (TNON) Form D offering?

The notice reports the date of first sale as August 27, 2026. The filing is marked as a new notice rather than an amendment.

Who is identified for sales compensation in Tenon Medical, Inc. (TNON)’s Form D?

The Form D lists WallachBeth Capital LLC in the sales compensation section. It also reports finders’ fees of $0 for the offering.

Who signed the Form D for Tenon Medical, Inc. (TNON) and in what capacity?

The notice is signed for Tenon Medical, Inc. by Steven M. Foster in his capacity as Chief Executive Officer and President, dated September 4, 2026.

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

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Available on EDGAR 09/04/2026 - 01:18 PM Accepted by SEC EDGAR 09/04/2026 - 01:17 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001560293

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Tenon Medical, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Tenon Medical, Inc.
Street Address 1		Street Address 2
104 COOPER COURT
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LOS GATOS	CALIFORNIA	95032	(408) 649-5760

3. Related Persons

Last Name	First Name	Middle Name
Howard	Ivan
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jacques	Kristine	M.
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Weigle	Robert	K.
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hochschuler	Steven	H.
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Foster	Steven	M.
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and President, Director

Last Name	First Name	Middle Name
Ginn	Richard
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Technology Officer, Director

Last Name	First Name	Middle Name
Williamson	Kevin
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Geist	Wyatt	D.
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Innovation Officer

Last Name	First Name	Middle Name
Grawey	Nathaniel	A.
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Commercial Officer

Last Name	First Name	Middle Name
Ferrari	Richard
Street Address 1	Street Address 2
104 Cooper Court
City	State/Province/Country	ZIP/PostalCode
Los Gatos	CALIFORNIA	95032

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chairman

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	X Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-27				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
WallachBeth Capital LLC	000147853
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Harborside Financial Plaza 5	185 Hudson St., Suite 1410
City	State/Province/Country	ZIP/Postal Code
Jersey City	NEW JERSEY	07311
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$3,000,000	USD	or Indefinite
Total Amount Sold	$3,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$275,000	USD	X Estimate
Finders' Fees	$0	USD	X Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Tenon Medical, Inc.	/s/ Steven M. Foster	Steven M. Foster	Chief Executive Officer and President	2026-09-04

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.