Welcome to our dedicated page for Tenon Medical SEC filings (Ticker: TNONW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Tenon Medical, Inc. filings document a medical device issuer whose disclosures focus on SI joint fusion products, operating results, public security structure, and Nasdaq listing matters. Recent 8-K reports furnish financial-result releases, corporate updates, and product references including the Catamaran System and the FDA-cleared SImmetry®+ SI Joint Fusion System.
The filing record also covers Item 3.01 listing-rule notices, Item 5.07 stockholder vote results, emerging growth company status, and voting-security information for common and preferred stock. TNONW is identified in company filings as warrants listed on The Nasdaq Stock Market LLC.
Tenon Medical, Inc. reports that, following a public offering completed on July 1, 2026 that raised $4.2 million from sales of common stock and warrants, it believes it now satisfies Nasdaq’s minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market as of July 10, 2026. Nasdaq will continue to monitor compliance and may delist the company if its Quarterly Report on Form 10‑Q for the period ending September 30, 2026 does not show compliance with this stockholders’ equity standard. The company also includes a cautionary statement highlighting that its expectations about ongoing compliance involve forward‑looking statements subject to risks and uncertainties.
Tenon Medical, Inc. reporting persons Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC state joint beneficial ownership calculations tied to a Securities Purchase Agreement executed June 29, 2026. Immediately after the SPA closing the reporting persons may be deemed to own 789,473 shares (about 6.2% on the stated basis). As of the close of business on July 6, 2026, each reporting person may be deemed to beneficially own 912,600 shares (about 4.99%) issuable upon exercise of Intracoastal Warrant 1; certain warrant exercises are limited by a 4.99% blocker provision.
Tenon Medical, Inc. completed a best efforts public offering of common stock, pre-funded warrants and common stock purchase warrants, raising gross proceeds of about $4.2 million at a combined public offering price of $0.38 per share (inclusive of the $0.001 pre-funded warrant exercise price).
The offering covered up to 11,052,631 shares of common stock (or pre-funded warrants in lieu) and 13,263,159 common warrants, each warrant initially exercisable at $0.38 per share. Tenon plans to use net proceeds to partially repay outstanding convertible notes and fund commercial expansion, research and development, clinical studies, inventory, and general corporate purposes.
WallachBeth Capital LLC acted as sole placement agent, earning a 6.5% cash fee and a 1% expense allowance on gross proceeds, plus warrants to purchase 331,579 shares. The company agreed to short-term restrictions on additional equity issuance and variable-rate transactions, and its executives and directors entered 60-day lock-up agreements.
Tenon Medical, Inc. is offering up to 1,812,987 shares of common stock, pre-funded warrants to purchase 4,000,000 shares, and common warrants to purchase up to 6,975,584 shares, together with the related underlying shares. The assumed combined public offering price is $0.6021 per share and accompanying warrants, implying gross proceeds of up to $3.5 million and estimated net proceeds of about $2.97 million if fully sold.
The company plans to use the cash primarily to partially repay convertible notes, expand commercialization of its Catamaran and SImmetry+ sacroiliac joint fusion systems, hire additional sales representatives, grow its distribution network, fund clinical studies and R&D, increase inventory and instrumentation capacity, and for working capital and general corporate purposes. The deal is a reasonable best efforts offering with no minimum, led by WallachBeth Capital as placement agent, and includes five-year common warrants and pre-funded warrants with a $0.001 exercise price subject to beneficial ownership limits.
Tenon Medical, Inc. is asking stockholders to vote at its 2026 virtual annual meeting on July 23, 2026. The proxy covers election of seven directors, ratification of Haskell & White LLP as auditor, and a reverse stock split at a ratio between 1-for-2 and 1-for-35.
Stockholders are also asked to approve Nasdaq Listing Rule 5635(d)-related items, including shares issuable under March 11, 2026 debt financing and potential future financings below the “Minimum Price,” plus authority to adjourn the meeting if needed. Common and preferred holders vote together, with Series A and B preferred carrying 1.25 votes per share.
Tenon Medical, Inc. is filing a Form S-1 for a primary offering of up to 1,812,987 shares of common stock, pre-funded warrants for up to 4,000,000 shares, and common warrants initially exercisable for up to 6,975,584 shares, plus the underlying shares. The units are priced off an assumed combined offering price of $0.6021 per share and accompanying warrant, matching the June 17, 2026 Nasdaq close. Common warrants have a five-year term, while pre-funded warrants are exercisable at $0.0001 per share with no expiry until fully exercised. Estimated gross proceeds are $3.5 million and net proceeds of about $2.97 million are earmarked for partial repayment of convertible notes, commercial expansion, research, inventory, marketing, working capital and general corporate purposes. The company highlights significant immediate and potential future dilution and notes ongoing challenges maintaining Nasdaq listing standards.
Tenon Medical, Inc. registers the resale of 6,296,246 shares of Common Stock by selling stockholders, including shares issued in a private placement, warrants exercisable for shares, employee and acquisition-related shares.
The prospectus states these are resale shares only; the Company will not receive proceeds from resale transactions but will receive proceeds from any cash exercise of warrants, which it intends to use for working capital.
Tenon Medical, Inc. updated its leadership compensation and extended its executive chairman’s consulting agreement. The board’s Compensation Committee approved a 2026 Executive Compensation Plan that raises annual base salaries for CEO Steven M. Foster to $420,000, CFO Kevin Williamson to $330,750, and COO Richard Ginn to $304,500, each reflecting a 5% increase effective March 1, 2026. The plan also increases their annual bonus opportunities, with Mr. Foster eligible for 50% of base salary and Mr. Williamson and Mr. Ginn each eligible for 35%, all tied to mutually agreed milestones. In addition, they may earn a second milestone-based bonus of up to $100,000, $70,000, and $50,000, respectively. Separately, the company amended Executive Chairman Richard Ferrari’s consulting agreement, extending it for one year from May 7, 2026 to May 6, 2027, with compensation of $45,000 per quarter, or $180,000 annually.
Tenon Medical, Inc. reported that its Board of Directors approved Amendment No. 1 to the company’s Bylaws, effective June 10, 2026. The amendment lowers the stockholder meeting quorum requirement from a majority of eligible votes to not less than 33 1/3% of votes entitled to be cast, consistent with Nasdaq Listing Rule 5620.
The amendment also revises voting provisions so that holders of shares representing not less than a majority of the votes present at a meeting, rather than a majority of all outstanding shares, may decide that voting must be by written ballot and overseen by inspectors of election.
Tenon Medical, Inc. reported receiving a Nasdaq notice that it no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity, while the company reported $1,895,000 as of March 31, 2026.
Tenon has 45 days, until July 6, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to do so. The notice does not immediately affect trading of the company’s common stock, but failure to regain compliance could eventually lead to delisting, subject to appeal rights before a Nasdaq Hearings Panel.