{"url_path":"/sec/tnon/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1560293/0001213900-26-074953-index.html","accession_number":"0001213900-26-074953","cik":"0001560293","ticker":"TNON","issuer_name":"Tenon Medical, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1560293/0001213900-26-074953-index.html","primary_entity_key":"0001560293","primary_entity_name":"Tenon Medical, Inc."},"word_count":1123,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n** **\n\n**Securities Purchase Agreement**\n\n** **\n\nOn June 29, 2026, Tenon Medical, Inc., a Delaware corporation (the\n“Company”) entered into securities purchase agreements (the “Purchase Agreements”) with investors, pursuant to\nwhich on July 1, 2026, the Company consummated a best efforts public offering (the “Offering”) of an aggregate of (i) 5,526,315\nshares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) and pre-funded warrants\n(the “Pre-Funded Warrants”) to purchase up to 5,526,316 shares of Common Stock (“Pre-Funded Warrant Shares”) and\n(ii) common stock purchase warrants (the “Common Warrants”) to purchase up to 13,263,159 shares of Common Stock (the “Common\nWarrant Shares”). Each Share (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants was sold at a combined public\noffering price of $0.38 per share (inclusive of the Pre-Funded Warrant exercise price of $0.001). If the Company effects a reverse stock\nsplit, the number of shares of common stock issuable under the Common Warrants prior to such reverse stock split will increase to 16,578,947.\n\n \n\nThe aggregate gross proceeds from the Offering\nwere $4.2 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from\nthe Offering for partial repayment of outstanding convertible notes, expansion of the commercial footprint of its product portfolio including\ntraining clinicians on current procedures, hiring additional direct sales reps, expansion of its external distribution network, continuing\nclinical research studies to support reimbursement and coverage efforts, funding research and development including upcoming future launches,\nand increases to inventory and instrumentation capacities, as well as other marketing activities, working capital and general corporate\npurposes.\n\n \n\nThe terms of the Purchase Agreements and the Placement Agency Agreement\n(defined below) prohibit the Company, with certain standard exceptions from effecting or entering into an agreement to effect any issuance\nby the Company of shares of Common Stock or Common Stock equivalents for a period of thirty (30) days from the closing of the Offering\nor entering into variable rate transactions for a period of three (3) months following the closing of the Offering; provided, however,\nthat the Company may engage in an “at the market” offering thirty (30) days following the closing of the Offering.\n\n \n\nThe foregoing does not purport to be a complete\ndescription of the Purchase Agreement, and is qualified in its entirety by reference to the full text of such document, which is filed\nas Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n*The Placement Agency Agreement*\n\n \n\nAlso, in connection with the Offering, on June\n29, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with WallachBeth Capital,\nLLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a “best efforts”\nbasis in connection with the Offering. The Company paid the Placement Agent a cash fee equal to 6.5% of the gross proceeds raised in the\nOffering, a non-accountable expense allowance of 1% of the gross proceeds, and reimbursed the Placement Agent up to $65,000 for its accountable\nexpenses in connection with the Offering. In addition, the Company issued to the Placement Agent warrants to purchase 331,579 shares of\nCommon Stock, equal to 3% of the aggregate number of shares sold in the Offering, at an exercise price equal to 120% of the public offering\nprice per share (the “Placement Agent Warrants”).\n\n \n\nThe Placement Agency Agreement and the Purchase\nAgreement each contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification\nobligations of the Company, the Placement Agent, or the purchasers in the Offering, as the case may be, other obligations of the parties\nand termination provisions. In addition, pursuant to the terms of the Placement Agency Agreement, the Company’s executive officers\nand directors have entered into lock-up agreements providing that, for a period of sixty (60) days from the closing of the Offering, each\nof these persons may not, subject to customary exceptions, offer, issue, sell, transfer or otherwise dispose of the Company’s securities\nwithout the prior written consent of the Placement Agent.\n\n \n\nThe Placement Agency Agreement also includes the thirty (30) day standstill\nand the variable rate transaction restriction described above.\n\n \n\n1\n\n \n\n \n\nThe foregoing does not purport to be a complete\ndescription of the Placement Agency Agreement, and is qualified in its entirety by reference to the full text of such document, which\nis filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n*The Securities Offered*\n\n \n\nEach Common Warrant is immediately exercisable\nfor one share of Common Stock at an exercise price of $0.38 per share and will expire on the fifth (5th) anniversary of the initial exercise\ndate. Each Purchaser received Common Warrants to purchase that number of shares of Common Stock equal to 120% of the number of Shares\npurchased by such Purchaser. The exercise price of the Common Warrants and number of Common Warrant Shares will adjust in the event of\ncertain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events.\n\n \n\nEach Pre-Funded Warrant is immediately exercisable\nfor one share of Common Stock at an exercise price of $0.001 per share and will remain exercisable until the Pre-Funded Warrants are exercised\nin full. The Pre-Funded Warrants may be exercised on a cashless basis at any time.\n\n \n\nA holder of the Common Warrants or Pre-Funded\nWarrants (together with its affiliates) may not exercise any portion of such warrants to the extent that the holder would own more than\n4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon\nat least 61 days’ prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding\nshares after exercising the holder’s warrants up to 9.99% of the number of the Company’s shares of Common Stock outstanding\nimmediately after giving effect to the exercise.\n\n \n\nThe Shares, the Pre-Funded Warrants, the Common\nWarrants, and the Pre-Funded Warrant Shares were offered and sold by the Company pursuant to the Company’s Registration Statement\non Form S-1 (File No. 333-296952), as amended, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”)\nunder the Securities Act of 1933, as amended (the “Securities Act”) that became effective on June 29, 2026, and the Registration\nStatement on Form S-1MEF (File No. 333-297142).\n\n \n\nThe foregoing does not purport to be a complete\ndescription of each of the Common Warrants and Pre-Funded Warrants and is qualified in its entirety by reference to the full text of such\ndocuments, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference."}