Entry into a Material Definitive Agreement. On August 27, 2026, Tenon Medical, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Purchaser ”) for the issuance and sale in a private placement (the “ Private Placement ”) of (i) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to an aggregate of 597,610 shares (the “ Pre-Funded Warrant Shares ”) of the Company’s common stock, par value $0.001 per…

Unregistered Sales of Equity Securities. The information contained in

Other Events. On August 28, 2026, the Company issued a press release announcing the pricing of the Private Placement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On August 31, 2026, the Company issued a press release announcing the closing of the Private Placement. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information set forth in this Item 8.01, including Exhibits 9…

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. On March 11, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”), entered into securities purchase agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a private placement an aggregate principal amount of $5.16 million 20% Original Issue Discount Senior Convertible Promissory Notes (the “Notes”) for aggregate gross proceeds of approximately…

Results of Operations and Financial Condition. On August 13, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing its financial results for the second quarter ended June 30, 2026. As previously announced and set forth in the Press Release, the Company will host a conference call to discuss its financial results for the second quarter ended June 30, 2026, provide a corporate update, and conclude with Q&A with the Company’s c…

Material Modification to Rights of Security Holders. To the extent required by

Entry into a Material Definitive Agreement. Securities Purchase Agreement On June 29, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with investors, pursuant to which on July 1, 2026, the Company consummated a best efforts public offering (the “Offering”) of an aggregate of (i) 5,526,315 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) and pre-funded warrants (the “…

The filing details compensation changes and an amendment to a consulting agreement, not a management change.

Entry into a Material Definitive Agreement. The disclosure under

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 21, 2026, Tenon Medical, Inc. (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated May 21, 2026, notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholde…

Results of Operations and Financial Condition. On May 12, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing its financial results for the first quarter ended March 31, 2026. As previously announced and set forth in the Press Release, the Company will host a conference call to discuss its financial results for the first quarter ended March 31, 2026, provide a corporate update, and conclude with Q&A with the Company’s cove…

Results of Operations and Financial Condition. On March 19, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing its financial results for the fourth quarter and fiscal year ended December 31, 2025. As previously announced and set forth in the Press Release, the Company will host a conference call to discuss its financial results for the fourth quarter and fiscal year ended December 31, 2025, provide a corporate update, and…

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. On March 11, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”), entered into securities purchase agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a private placement an aggregate principal amount of $4.3 million 20% Original Issue Discount Senior Convertible Promissory Notes (the “Notes”) for aggregate gross proceeds of approximately…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 25, 2026, Tenon Medical, Inc. (the “Company”) received a letter (the “Notification Letter”) from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period between January 9, 2026 and February 24, 2026, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per sh…

Results of Operations and Financial Condition. On February 5, 2026, Tenon Medical, Inc., a Delaware corporation (the “Company”), issued a press release announcing unaudited revenue for the fourth quarter of 2025 totaling $1.45 to $1.48 million, which represents an approximately 90% increase in revenue year-over-year, as compared to the fourth quarter of 2024 fiscal year, as well as unaudited revenue for the 2025 fiscal year totaling $3.91 to $3.94 million, which represents an approximately 20…

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. On November 10, 2025, Tenon Medical, Inc., a Delaware corporation (the “Company”), entered into securities purchase agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell an aggregate of 2,217,904 shares of common stock, par value $0.001 per share (the “Shares”), and/or pre-funded common stock purchase warrants (“Pre-Funded Warrants”), and common stock purcha…

Unregistered Sales of Equity Securities. On October 13, 2025, Tenon Medical, Inc., Delaware corporation (the “Company”), issued its directors and officers an aggregate 866,642 restricted stock units (“RSUs”) pursuant to the Tenon Medical, Inc. 2022 Equity Incentive Plan, as amended. All RSUs will vest and automatically convert into the shares of common stock of the Company on one-for-one basis in two installments: 50% on January 1, 2026, and 50% on July 31, 2026. The Company issued the RSUs a…

On August 1, 2025, the Company issued each of Geist and Grawey 138,114 shares of common stock of the Company (subject to vesting terms) in accordance with the Employment Agreements. The Company issued the shares to Geist and Grawey in reliance on exemption from the registration requirements of the Securities Act, available to the Company under Section 4(a)(2) of the Securities Act due to the fact that the issuance did not involve a public offering of securities.

(d) Exhibits The following exhibits are filed herewith: Exhibit No. Description 2.1 Asset Purchase Agreement between Tenon Medical Inc. and SiVantage Inc., dated August 1, 2025 2.2 Asset Purchase Agreement between Tenon Medical Inc. and SIMPL Medical, LLC, dated August 1, 2025 10.1 Form of Employment Agreement between Tenon Medical Inc. and Wyatt Geist, dated August 1, 2025 10.2 Form of Employment Agreement between Tenon Medical Inc. and Nate Grawey, dated August 1, 2025 99.1 Press release is…

Entry into a Material Definitive Agreement. The SImmetry Acquisition On August 1, 2025 (the “SI Closing Date”), Tenon Medical, Inc. (the “Company”), entered into an asset purchase agreement (the “SI APA”) by and between the Company and SiVantage, Inc., a Delaware corporation (“SI”), pursuant to which the Company acquired substantially all of the assets of SI (the “SImmetry Business”), including the assignment of its intellectual property related to sacropelvic fixation and fusion procedures (…

Such disclosure includes, but is not limited to, the fact that the Common Warrants and the Common Warrant Shares are being issued in a private placement transaction and have not been registered under the Securities Act and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

Entry into a Material Definitive Agreement. Registered Direct Offering and Concurrent Private Placement On March 25, 2025, Tenon Medical, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue to the Purchaser, (i) in a registered direct offering (x) 615,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and…