Tenon Medical Enters, Terminates Agreements; Sells Unregistered Equity

TL;DR

**Tenon Medical is shaking things up with new and canceled deals, plus they're selling more stock and warrants privately.**

AI Summary

Tenon Medical, Inc. filed an 8-K on February 22, 2024, reporting events from February 20, 2024. The filing indicates the company entered into and terminated a material definitive agreement, and also engaged in unregistered sales of equity securities, specifically common stock and warrants. This suggests significant changes in the company's financial and operational agreements.

Why It Matters

This filing signals potential shifts in Tenon Medical's strategic direction and capital structure, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — Entering and terminating material agreements simultaneously, alongside unregistered equity sales, suggests potential instability or a significant strategic pivot, increasing risk.

Key Players & Entities

• Tenon Medical, Inc. (company) — Registrant
• February 20, 2024 (date) — Date of earliest event reported
• February 22, 2024 (date) — Filed as of date
• Delaware (company) — State of incorporation
• 001-41364 (dollar_amount) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TNON The Nasdaq Stock Mar
• $1.2705 — n Stock") at an exercise price equal to $1.2705 per share for an aggregate offering pri
• $2,605,000 — hare for an aggregate offering price of $2,605,000. Under the Securities Purchase Agreemen
• $15.125 — Purchase Agreement, each Investor paid $15.125 for each share of Series A Preferred St
• $15.125 m — , an amount equal to the product of (x) $15.125 multiplied by (y) the sum of 1 plus the p
• $1.5125 — erred Stock issued on the Closing Date, $1.5125 and (ii) for each share of Series A Pre
• $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
• $250,000 — ii) the outstanding principal amount of $250,000 plus accrued interest of a secured note

Filing Documents

• ea0200461-8k_tenonmed.htm (8-K) — 41KB
• ea0200461ex10-1_tenonmed.htm (EX-10.1) — 222KB
• ea0200461ex10-2_tenonmed.htm (EX-10.2) — 89KB
• ea0200461ex10-3_tenonmed.htm (EX-10.3) — 83KB
• ea0200461ex99-1_tenonmed.htm (EX-99.1) — 8KB
• 0001213900-24-016218.txt ( ) — 761KB
• tnon-20240220.xsd (EX-101.SCH) — 4KB
• tnon-20240220_def.xml (EX-101.DEF) — 26KB
• tnon-20240220_lab.xml (EX-101.LAB) — 36KB
• tnon-20240220_pre.xml (EX-101.PRE) — 25KB
• ea0200461-8k_tenonmed_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 20, 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 172,239 shares of the Company's Series A Preferred Stock (the "Series A Preferred Stock") and warrants (the "Warrants") to purchase 258,374 shares of common stock, par value $0.001 per share, of the Company ("Common Stock") at an exercise price equal to $1.2705 per share for an aggregate offering price of $2,605,000. Under the Securities Purchase Agreement, each Investor paid $15.125 for each share of Series A Preferred Stock and along with their shares of Series A Preferred Stock, received Warrants equal to 15% of the number of shares of the Company's common stock initially underlying such shares of Series A Preferred Stock. The Certificate of Designations, Rights, and Preferences of the Series A Preferred Stock (the "Certificate of Designation") was filed in Delaware on the Closing Date and contains the terms of the Series A Preferred Stock. The Series A Preferred Stock is convertible, at any time, at the option of the holder into shares of Common Stock. Each share of Series A 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 A Preferred Stock by the Conversion Price (as defined below). "Stated Value" means for any share of Series A Preferred Stock, an amount equal to the product of (x) $15.125 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the number of

02 Termination of a Material Definitive

Item 1.02 Termination of a Material Definitive Agreement. The information regarding the Notes set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Any summary of the Notes contained in Item 1.01 does not purport to be complete and is subject to, and qualified in its entirety by, such form of documents attached as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 28, 2023, which is incorporated herein by reference.

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 A 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").

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 February 20, 2024. 10.3 Form of Warrant. 99.1 Press Release 104 Cover Page Interactive Data File (formatted in Inline XBRL). 2

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: February 22, 2024 TENON MEDICAL, INC. By: /s/ Steven M. Foster Name: Steven M. Foster Title: Chief Executive Officer and President 3

View Full Filing

View this 8-K filing on SEC EDGAR