Tenon Medical Files 8-K on New Agreement, Equity Sales

TL;DR

Tenon Medical just filed an 8-K for a new deal and equity sales - details TBD.

AI Summary

On September 16, 2024, Tenon Medical, Inc. filed an 8-K report detailing a material definitive agreement and unregistered sales of equity securities. The filing indicates the company entered into a new agreement and issued securities, though specific details on the agreement's terms and the exact number or value of securities sold are not provided in this excerpt.

Why It Matters

This filing signals potential new business developments or financing activities for Tenon Medical, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates material agreements and equity sales, which can introduce financial and operational risks if not managed effectively.

Key Players & Entities

• Tenon Medical, Inc. (company) — Registrant
• September 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TNON The Nasdaq Stock Mar
• $3.55 — are exercisable at an exercise price of $3.55 per share. Pursuant to the Inducement
• $0.125 — ny's agreement to issue, for payment of $0.125 per New Warrant, (i) new unregistered f
• $4.28 — of Common Stock at an exercise price of $4.28 per share and (ii) new unregistered thr
• $4.6 million — gregate gross proceeds of approximately $4.6 million (the "Warrant Inducement"). The Company

Filing Documents

• ea0214694-8k_tenon.htm (8-K) — 36KB
• ea021469401ex4-1_tenon.htm (EX-4.1) — 96KB
• ea021469401ex4-2_tenon.htm (EX-4.2) — 96KB
• ea021469401ex10-1_tenon.htm (EX-10.1) — 54KB
• ea021469401ex10-2_tenon.htm (EX-10.2) — 33KB
• ex10-2_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-078903.txt ( ) — 612KB
• tnon-20240916.xsd (EX-101.SCH) — 4KB
• tnon-20240916_def.xml (EX-101.DEF) — 26KB
• tnon-20240916_lab.xml (EX-101.LAB) — 36KB
• tnon-20240916_pre.xml (EX-101.PRE) — 25KB
• ea0214694-8k_tenon_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 16, 2024, Tenon Medical, Inc. (the "Company") entered into a warrant exercise inducement offer letter agreement (the "Inducement Letter") with a certain holder (the "Holder") of outstanding Common Stock purchase warrants exercisable for up to an aggregate of 1,222,850 shares (the "Existing Warrants") of the Company's common stock, par value $0.001 per share (the "Common Stock"), which Existing Warrants were issued by the Company on September 16, 2024, and are exercisable at an exercise price of $3.55 per share. Pursuant to the Inducement Letter, the Holder agreed to exercise the Existing Warrants for cash at the exercise price of $3.55 per share in consideration for the Company's agreement to issue, for payment of $0.125 per New Warrant, (i) new unregistered five-year warrants (the "Series A Warrants") to purchase up to an aggregate of 1,222,850 shares of Common Stock at an exercise price of $4.28 per share and (ii) new unregistered three-year warrants (the "Series B Warrants," and together with the Series A Warrants, the "New Warrants") to purchase up to an aggregate of 1,222,850 shares of Common Stock at an exercise price of $4.28 per share (the "Inducement Transaction"). The Series A Warrants will be exercisable five years from effectiveness of the Resale Registration Statement, and the Series B Warrants will be exercisable three years from effectiveness of the Resale Registration Statement. The Company entered into a financial advisory agreement (the "Financial Advisory Agreement") with A.G.P./Alliance Global Partners ("AGP") to act as its financial advisor in connection with the transactions summarized above. Pursuant to the Financial Advisory Agreement, the Company will pay AGP a cash fee of 7% of the aggregate gross proceeds. Additionally, the Company agreed to reimburse AGP for its documented accountable legal expenses. If all of the Existing Warrants are exercised in full, the Company

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2). Neither the issuance of the Inducement Warrants nor the Inducement Warrant Shares have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 4.1 Form of Series A Warrant 4.2 Form of Series B Warrant 10.1 Inducement Letter, dated September 16, 2024 10.2 F i nancial Advisory Agreement, dated September 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: September 16, 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