Tenon Medical, Inc. Files 8-K with Material Agreement

TL;DR

Tenon Medical signed a big deal on Sept 12th, filing an 8-K.

AI Summary

On September 12, 2024, Tenon Medical, Inc. entered into a material definitive agreement. The company also provided a Regulation FD disclosure and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates a significant development for Tenon Medical, Inc., potentially involving a new contract, partnership, or financial transaction that could impact its business operations and future prospects.

Risk Assessment

Risk Level: medium — The filing of an 8-K often signifies material events, which can introduce uncertainty or opportunity, thus warranting a medium risk assessment until more details are disclosed.

Key Players & Entities

• Tenon Medical, Inc. (company) — Registrant
• September 12, 2024 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TNON The Nasdaq Stock Mar
• $3.68 — rants") at a combined offering price of $3.68 per Share and accompanying Common Warra
• $3 — re and accompanying Common Warrant, and $3.68, less $0.0001 per Pre-Funded Warrant
• $0.0001 — panying Common Warrant, and $3.68, less $0.0001 per Pre-Funded Warrant and accompanying
• $4.5 m — gregate gross proceeds of approximately $4.5 million, before deducting placement agent

Filing Documents

• ea0214696-8k_tenon.htm (8-K) — 36KB
• ea021469601ex4-1_tenon.htm (EX-4.1) — 87KB
• ea021469601ex4-2_tenon.htm (EX-4.2) — 94KB
• ea021469601ex10-1_tenon.htm (EX-10.1) — 50KB
• ea021469601ex10-2_tenon.htm (EX-10.2) — 264KB
• ea021469601ex99-1_tenon.htm (EX-99.1) — 11KB
• ea021469601ex99-2_tenon.htm (EX-99.2) — 8KB
• 0001213900-24-079515.txt ( ) — 893KB
• tnon-20240912.xsd (EX-101.SCH) — 4KB
• tnon-20240912_def.xml (EX-101.DEF) — 26KB
• tnon-20240912_lab.xml (EX-101.LAB) — 36KB
• tnon-20240912_pre.xml (EX-101.PRE) — 25KB
• ea0214696-8k_tenon_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 12, 2024, Tenon Medical, Inc. (the "Company") entered into a placement agency agreement (the "Placement Agency Agreement") with A.G.P./Alliance Global Partners (the "Placement Agent"), and a securities purchase agreement (the "Purchase Agreement") with a single health-care focused institutional investor pursuant to which the Company agreed to issue and sell, in a "reasonable best efforts" public offering (the "Offering"), (i) 55,000 shares (the "Shares") of the Company's common stock, par value $0.001 (the "Common Stock"), (ii) pre-funded warrants to purchase up to 1,167,850 shares of Common Stock (the "Pre-Funded Warrants") and (iii) warrants to purchase up to 1,222,850 shares of Common Stock (the "Common Warrants") at a combined offering price of $3.68 per Share and accompanying Common Warrant, and $3.68, less $0.0001 per Pre-Funded Warrant and accompanying Common Warrant, priced at-the-market under Nasdaq rules. The Company received aggregate gross proceeds of approximately $4.5 million, before deducting placement agent fees and other offering expenses, and assuming no exercise of the warrants. As part of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 7% of the aggregate gross proceeds plus reimbursement of certain expenses and legal fees . The Company intends to use the net proceeds from the Offering to expand the commercial launch of its product including training clinicians on The CATAMARAN System procedure, continuing clinical marketing studies that are focused on capturing post-market safety data, hire additional employees, other marketing activities and for working capital and general corporate purposes. Pursuant to the terms of the Purchase Agreement, the Company agreed not to effect or enter into an agreement to effect any issuance by the Company of shares of its Common Stock or Common Stock equivalents for a period

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 12, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. On September 17, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 10.1 Form of Placement Agency Agreement 10.2 Form of Securities Purchase Agreement 99.1 Press Release dated September 12, 2024, announcing the pricing of the Offering 99.2 Press Release dated September 17, 2024, announcing the closing of the Offering 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 17, 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