Tenon Medical, Inc. (TNONW) SEC Filings

Tenon Medical, Inc. (TNON) is registering up to 1,836,046 shares of common stock for resale by existing holders, primarily from prior private placements, equity compensation and the SiVantage asset acquisition. This is a resale registration; Tenon is not selling shares directly in this offering.

The registered shares include up to 597,610 Pre-Funded Warrant Shares, 1,058,517 August 2026 Series A Warrant Shares, 63,380 November 2025 Shares, related 63,380 November 2025 Warrant Shares, and smaller grants to executives, an employee and SiVantage. Assuming full exercise of the covered warrants and issuance of all SV Milestone Shares, Tenon expects 2,768,975 shares outstanding.

The company will receive no proceeds from stockholder resales, but may receive cash only upon exercise of the November 2025 and August 2026 warrants, which could total up to $7.9 million, intended for debt repayment, working capital and general corporate purposes. All share and per‑share data reflect a 1‑for‑35 reverse stock split effective August 10, 2026. Tenon’s auditors have issued an opinion on its 2024–2025 financial statements that includes substantial doubt about its ability to continue as a going concern.

Tenon Medical, Inc. (TNON) reported insider trading activity by ten percent owner HRT FINANCIAL LP in its common stock. On August 28, 2026, HRT purchased 12,376 shares at $5.21 and 5,981 shares at $6.35, and sold 4,932 shares at $7.07 and 2,091 shares at $7.90. On August 31, 2026, it sold an additional 1,276 shares at $4.66. Prices are per-share open-market or private transaction figures, and the filing does not state HRT’s post-transaction holdings.

Tenon Medical, Inc. (TNON) entered into a securities purchase agreement with an institutional investor for a private placement of pre-funded and Series A warrants, which closed on August 31, 2026. The deal covers pre-funded warrants to purchase up to 597,610 shares of common stock at $5.019 per pre-funded warrant and Series A warrants to purchase up to 1,058,517 shares at an exercise price of $5.02 per share, generating gross proceeds of $2,999,404.59 (plus up to $597.61 upon pre-funded warrant exercise).

The Series A warrants are immediately exercisable for five years, subject to a 4.99%–9.99% beneficial ownership cap, while the pre-funded warrants are exercisable at $0.001 per share with a 9.99% cap. Tenon agreed to pay WallachBeth Capital a 7% cash fee on gross proceeds and to file a resale registration statement for the underlying shares within 15 days, targeting effectiveness within 45 days (or 75 days after a full SEC review). Tenon plans to use net proceeds for repayment of certain debt, working capital and general corporate purposes.

Tenon Medical, Inc. (TNON) had a Form 4 filed by reporting person HRT FINANCIAL LP, identified as a ten percent owner. On 2026-08-27, HRT FINANCIAL LP reported a sale of 419 shares of common stock at $4.96 per share, leaving 9,604 shares held directly. A footnote states that the transaction resulted in short sales, and that full price details by execution are available upon request to specified parties.

Tenon Medical, Inc. (TNON) received an initial insider ownership report from HRT FINANCIAL LP, which is identified as a ten percent owner. The filing lists 9,185 shares of Common Stock held directly after the reported position, with a related footnote stating that this position is "resulting in short sales." No specific buy or sell transactions are reported, only the resulting holdings.

Tenon Medical, Inc. (TNON) filed an amended current report to correct details of a recently issued convertible note financing. The amendment clarifies that the company issued an aggregate principal amount of $5.16 million of 20% Original Issue Discount Senior Convertible Promissory Notes in a private placement, generating approximately $4.3 million in gross proceeds. The notes mature on September 11, 2026, with an option for the company to extend to December 11, 2026, and are convertible after six months at a price equal to 80% of the three-day VWAP, with a corrected floor price of $0.1567. If the maturity is extended, principal increases by 5%; any prepayment is at 102.5% of principal, and 15% of net proceeds from future securities financings must be used to prepay the notes. Tenon agreed to pay its placement agent a 7% cash fee plus $65,000 in expenses. The offering relied on Section 4(a)(2) and Regulation D/Rule 506(b) exemptions from registration.

Tenon Medical, Inc. (TNON) reports that on August 24, 2026 it received written notice from Nasdaq’s Listing Qualifications staff that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Nasdaq has confirmed that this compliance matter is now closed, meaning the company’s common stock and warrants continue to be listed on The Nasdaq Stock Market LLC.

Armistice Capital, LLC and Steven Boyd report a significant ownership position in Tenon Medical, Inc. common stock. They report beneficial ownership of 54,554 shares of common stock, representing 9.99% of the outstanding class. All reported shares are held through Armistice Capital Master Fund Ltd., for which Armistice Capital serves as investment manager.

The reporting persons state they have shared voting and dispositive power over all 54,554 shares and no sole voting or dispositive power. Armistice Capital and Mr. Boyd may be deemed to beneficially own the securities held by the Master Fund by virtue of an Investment Management Agreement, while the Master Fund is identified as having the right to receive dividends and sale proceeds from these securities.

Tenon Medical, Inc. reported higher revenue but continuing losses for the quarter ended June 30, 2026. Quarterly revenue was $1.3 million, up from $0.6 million a year earlier, with gross margin improving to 64% from 43% as procedure volumes grew and the SImmetry+ system contributed.

The company still operates at a loss, with a net loss of $4.1 million for the quarter and $7.5 million for the first half of 2026. Cash and cash equivalents fell to $1.7 million, while total liabilities increased to $11.7 million, resulting in a stockholders’ deficit of $1.7 million. Management states there is substantial doubt about the ability to continue as a going concern, even after receiving $3.6 million of net proceeds from a July 2026 equity offering.

Tenon issued 20% original issue discount senior convertible promissory notes in March 2026, creating a $475 thousand derivative liability. The company also effected a 1-for-35 reverse stock split in August 2026 to address Nasdaq minimum bid-price requirements and previously regained compliance with Nasdaq’s stockholders’ equity rule following the July offering. Disclosure controls and procedures are deemed not effective due to a material weakness from limited segregation of duties.