Tenon Medical Files 8-K/A Amendment

TL;DR

Tenon Medical filed an 8-K/A amendment on Sept 5, 2024, covering material agreements, equity sales, and corporate changes.

AI Summary

Tenon Medical, Inc. filed an amendment (8-K/A) on September 10, 2024, to its Form 8-K originally filed on September 5, 2024. This amendment pertains to the entry into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The filing indicates a change in fiscal year and includes financial statements and exhibits.

Why It Matters

This amendment provides updated information regarding significant corporate events for Tenon Medical, Inc., including material agreements and equity sales, which could impact investors' understanding of the company's financial and operational status.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate significant corporate actions or corrections, which can introduce uncertainty or signal important developments for investors.

Key Numbers

• 001-41364 — SEC File Number (Identifies the company's filing history with the SEC.)
• 45-5574718 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Tenon Medical, Inc. (company) — Registrant
• September 5, 2024 (date) — Date of earliest event reported
• September 10, 2024 (date) — Filing date of the amendment
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TNON The Nasdaq Stock Mar
• $4.2756 — n Stock") at an exercise price equal to $4.2756 per share for an aggregate offering pri
• $550,000 — hare for an aggregate offering price of $550,000. Under the Securities Purchase Agreemen
• $6.3625 — Purchase Agreement, each Investor paid $6.3625 for each share of Series B Preferred St
• $6.3625 m — , an amount equal to the product of (x) $6.3625 multiplied by (y) the sum of 1 plus the p
• $5.09 — ivided by 365. "Conversion Price" means $5.09 per share, subject to adjustment as set
• $2.25 million — after the time on which the Company has $2.25 million in revenues in any single financial qua
• $1 million — in any single transaction in excess of $1 million or (iv) redeem, purchase or otherwise a

Filing Documents

• ea0213998-8ka1_tenon.htm (8-K/A) — 41KB
• ea021399801ex10-1_tenon.htm (EX-10.1) — 219KB
• ea021399801ex10-2_tenon.htm (EX-10.2) — 69KB
• ea021399801ex10-3_tenon.htm (EX-10.3) — 82KB
• ea021399801ex10-4_tenon.htm (EX-10.4) — 13KB
• 0001213900-24-077047.txt ( ) — 746KB
• tnon-20240905.xsd (EX-101.SCH) — 4KB
• tnon-20240905_def.xml (EX-101.DEF) — 26KB
• tnon-20240905_lab.xml (EX-101.LAB) — 36KB
• tnon-20240905_pre.xml (EX-101.PRE) — 25KB
• ea0213998-8ka1_tenon_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 5, 2024 (the "Closing Date"), Tenon Medical, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (the "Investors"), pursuant to which the Company agreed to sell, issue and deliver to the Investors, in a private placement offering (the "Offering"), a total of 86,454 shares of the Company's Series B Preferred Stock (the "Series B Preferred Stock") and warrants (the "Warrants") to purchase 16,214 shares of common stock, par value $0.001 per share, of the Company ("Common Stock") at an exercise price equal to $4.2756 per share for an aggregate offering price of $550,000. Under the Securities Purchase Agreement, each Investor paid $6.3625 for each share of Series B Preferred Stock and along with their shares of Series B Preferred Stock, received Warrants equal to 15% of the number of shares of the Company's common stock initially underlying such shares of Series B Preferred Stock. The Certificate of Designations, Rights, and Preferences of the Series B Preferred Stock (the "Series B Certificate of Designations") was filed in Delaware on the Closing Date and contains the terms of the Series B Preferred Stock. The Series B Preferred Stock is convertible, at any time, at the option of the holder into shares of Common Stock. Each share of Series B Preferred Stock shall be convertible, at any time after the date of issuance, at the option of the holder thereof (or, upon a Required Conversion (as defined below), at the option of the Corporation), into that number of shares of Common Stock determined by dividing the Stated Value (as defined below) for such share of Series B Preferred Stock by the Conversion Price (as defined below). "Stated Value" means for any share of Series B Preferred Stock, an amount equal to the product of (x) $6.3625 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the numb

02 Unregistered Sales of Equity

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 Series B Preferred Stock 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 (the "Securities Act").

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Amendment and the Series B Certificate of Designations is incorporated herein by reference

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement. 10.2 Certificate of Designations, filed in Delaware on September 5, 2024. 10.3 Form of Warrant. 10.4 Amendment to Certificate of Designations, filed in Delaware on September 5, 2024. 104 Cover Page Interactive Data File (formatted in Inline XBRL). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 9, 2024 TENON MEDICAL, INC. By: /s/ Steven M. Foster Name: Steven M. Foster Title: Chief Executive Officer and President 4

View Full Filing

View this 8-K/A filing on SEC EDGAR