Form 8-K
8-K — Tenon Medical, Inc.
Accession: 0001213900-26-100596
Filed: 2026-09-16
Period: 2026-09-11
CIK: 0001560293
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0305668-8k_tenon.htm (Primary)
EX-4.1 — FORM OF SERIES B WARRANT (ea030566801ex4-1.htm)
EX-10.1 — INDUCEMENT AGREEMENT, DATED SEPTEMBER 11, 2026 (ea030566801ex10-1.htm)
EX-10.2 — FINANCIAL ADVISORY AGREEMENT, DATED SEPTEMBER 11, 2026 (ea030566801ex10-2.htm)
EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 11, 2026 (ea030566801ex99-1.htm)
EX-99.2 — PRESS RELEASE, DATED SEPTEMBER 15, 2026 (ea030566801ex99-2.htm)
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GRAPHIC (ea030566801_ex99-2img1.jpg)
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8-K — CURRENT REPORT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 11, 2026
TENON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-41364
45-5574718
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
104 Cooper Court
Los Gatos, CA
95032
(Address of principal executive offices)
(Zip Code)
(408) 649-5760
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
TNON
The Nasdaq Stock Market LLC
Warrants
TNONW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On September 11, 2026, Tenon Medical, Inc. (the
“Company”) entered into an inducement offer letter agreement (the “Inducement Agreement”) with a certain holder
(the “Holder”) of outstanding Series A Common Stock Purchase Warrants exercisable for up to 572,179 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 August 31, 2026, and were originally exercisable at an exercise price of $5.02 per share.
Pursuant
to the Inducement Agreement, the Holder agreed to exercise the Existing Warrants for cash at the exercise price of $5.02 per share in
consideration for the Company’s agreement to issue new unregistered five-year Series B Common Stock Purchase Warrants (the “New
Warrants”) to purchase up to 858,269 shares of Common Stock (equal to 150% of the number of shares issuable upon exercise of the
Existing Warrants) at an exercise price of $5.02 per share (the “Inducement Transaction”). The New Warrants will be exercisable for five years from the date of issuance.
The Company entered into a financial advisory
agreement (the “Financial Advisory Agreement”) with WallachBeth Capital LLC (“WallachBeth”) to act as its financial
advisor in connection with the transactions summarized above. Pursuant to the Financial Advisory Agreement, the Company will pay WallachBeth
a cash fee of 7% of the aggregate gross proceeds. Additionally, the Company agreed to reimburse WallachBeth for its documented accountable
legal expenses up to $65,000.
The aggregate exercise price for all Existing
Warrants is approximately $2,872,339 (the “Warrant Inducement”). The Company intends to use the net proceeds for working capital
and general corporate purposes.
The Company
has agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if it is not eligible to utilize
Form S-3) providing for the resale of the shares of Common Stock issuable upon the exercise of the New Warrants (the “Resale Registration
Statement”) within thirty (30) calendar days following the date of the Inducement Agreement, and to use commercially reasonable
efforts to cause the Resale Registration Statement to become effective within sixty (60) calendar days from the date of the Inducement
Agreement (or within 90 calendar days in case of “full review” of the Resale Registration Statement by the SEC).
The Inducement Agreement, Financial Advisory Agreement,
and Form of Series B Warrant are attached as Exhibits 10.1, 10.2, and 4.1, respectively. The description of the terms of the Inducement
Agreement and the New Warrants is not intended to be complete and is qualified in its entirety by reference to such exhibits. The Inducement
Agreement contains customary representations, warranties and covenants by the Company which were made only for the purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by
the contracting parties.
1
Item 3.02 Unregistered Sales of Equity Securities.
The Company issued the New 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 New Warrants nor the shares of Common Stock underlying the New Warrants 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 New 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.
Item 8.01 Other Events.
On September 11, 2026, the Company issued a press
release announcing entering into an Inducement Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On September 14, 2026, the Company issued a press
release announcing the closing of the Inducement Transaction. 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 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
4.1
Form of Series B Warrant
10.1
Inducement Agreement, dated September 11, 2026
10.2
Financial Advisory Agreement, dated September 11, 2026
99.1
Press release, dated September 11, 2026
99.2
Press release, dated September 14, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
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, 2026
TENON MEDICAL, INC.
By:
/s/ Steven M. Foster
Name:
Steven M. Foster
Title:
Chief Executive Officer and President
3
EX-4.1 — FORM OF SERIES B WARRANT
EX-4.1
Filename: ea030566801ex4-1.htm · Sequence: 2
Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH
THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SERIES B COMMON STOCK PURCHASE WARRANT
TENON
MEDICAL, Inc.
Warrant Shares:
858,269
Issue Date:
September 11, 2026
THIS SERIES B COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New
York City time) on the fifth anniversary of the Issue Date, provided that, if such date is not a Trading Day, the immediately following
Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenon Medical, Inc., a
Delaware corporation (the “Company”), up to 858,269 shares (as subject to adjustment hereunder, the “Warrant
Shares”) of the Company’s shares of Common Stock. The purchase price of one share of Common Stock under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”) dated as of August 27, 2026, among the Company and the Purchasers signatory thereto.
Section 2. Exercise.
a) Exercise of
Warrant. Subject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may be made, in whole
or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company
of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form attached hereto as Exhibit
A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days
comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the
Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is
applicable and specified in the attached Notice of Exercise. The Company shall have no obligation to inquire with respect
to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing
such Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the
Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as
reasonably practicable following the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this
Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a
portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.
-1-
b) Exercise Price.
The exercise price per share of Common Stock under this Warrant shall be $5.02, subject to adjustment hereunder (the “Exercise
Price”).
c) Cashless Exercise.
If and only if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein
is not available for the issuance or resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or
in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
=
as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof, or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B)
=
the Exercise Price of this Warrant, as adjusted hereunder; and
(X)
=
the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”), the OTCQX Best Market (“OTCQX”)
or the OTCID Basic Market (“OTCID”) is not a Trading Market, the volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on OTCQB, OTCQX or OTCID as applicable, (c) if the Common Stock is not then listed or quoted
for trading on OTCQB, OTCQX or OTCID and if prices for the Common Stock are then reported on the Pink Limited Market (“Pink Market”)
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common
Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser
selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB, OTCQX or OTCID is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on OTCQB, OTCQX or OTCID as applicable, (c) if the Common
Stock is not then listed or quoted for trading on OTCQB, OTCQX or OTCID and if prices for the Common Stock are then reported on the Pink
Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the
Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to
the Company, the fees and expenses of which shall be paid by the Company.
-2-
If Warrant Shares
are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to
take any position contrary to this Section 2(c).
d) Mechanics
of Exercise.
i. Delivery of
Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent
to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant
to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading
Day after delivery of the aggregate Exercise Price to the Company (if applicable), and (ii) the number of Trading Days comprising the
Standard Settlement Period, in each case (i) or (ii), after the delivery to the Company of the Notice of Exercise and provided that payment
of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date (such date,
the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares
subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of
the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after the Warrant
Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds
such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains
outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed
in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of
delivery of the Notice of Exercise.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
-3-
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering written notice to the Company
at any time prior to the delivery of such Warrant Shares.
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due
to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker to
purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a
“Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed (provided that such price is
on actual market terms), and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant
Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of Warrants with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. The obligation of the Company to pay compensation
for Buy-In under this Section 2(d)(iv) is subject to delivery by the Holder of the aggregate Exercise Price in accordance with
the terms of Section 2(a).
v. No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole share.
vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
-4-
vii. Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons
acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any
group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder,
the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such
number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%]
of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant. The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held
by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.
-5-
Section 3. Certain
Adjustments.
a) Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of
capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment
made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is outstanding
the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro
rata to all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
c) Pro Rata Distributions.
During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that
the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares
of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the
benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
-6-
d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the
Company in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their
shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Common Stock
or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more
related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than a stock
split) or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common
Stock or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e)
on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at
the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction
(or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder as
follows: if the Successor Entity is not a publicly listed Company, by paying to the Holder an amount of cash equal to the Black Scholes
Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction
and (ii) if the Successor Entity is a publicly listed Company, by issuing to the Holder, such number of shares of Common Stock of the
Company or surviving entity which shall be equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of
this Warrant on the date of the consummation of such Fundamental Transaction, divided by the price per share of one (1) share of Common
Stock on the date of the consummation of the Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within
the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive
from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value
of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection
with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the
holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental
Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental
Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Successor Entity
may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means
the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined
as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated
Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility obtained from the HVT function
on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement
of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the VWAP
on the Trading Day of the Holder’s request pursuant to this Section 3(d), (D) a remaining option time equal to the time between
the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost
of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration)
within the later of (i) five Trading Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in
accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of
the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock
pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation
of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity
or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the
Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other
Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had
been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section
3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or
(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.
-7-
e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f) Notice to
Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment; provided, however, that the Company may
satisfy the notice requirement in this Section 3(f) by filing such information with the Commission on its Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system pursuant to a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form
10-K.
ii. Notice to
Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form other than a stock
split) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock
(excluding any granting or issuance of rights to all of the Company’s stockholders pursuant to a stockholder rights plan), (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any
sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email
address as it shall appear upon the Warrant Register of the Company, at least four (4) calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock
of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material,
non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
g) Voluntary
Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of
this Warrant, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors
of the Company.
Section 4. Transfer
of Warrant.
a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions
of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration
rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated
agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee
or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days
of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned
in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
-8-
b) New Warrants.
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent
or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with
this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant Register.
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
notice to the contrary.
d) Transfer Restrictions.
If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not
be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities
or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements
pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant,
as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.
e) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.
Section 5. Miscellaneous.
a) No Rights
as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or
other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in
no event shall the Company be required to net cash settle an exercise of this Warrant.
b) Loss, Theft,
Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.
-9-
d) Authorized
Shares.
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment (it being understood that this Warrant shall not in any
case prevent the Company from effecting any such amendment, reorganization, transfer, consolidation, merger, dissolution, issuance or
sale). Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of
this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to
exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant, if the Company willfully
and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall
pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’
fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.
-10-
h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
l) Amendment.
Other than Section 2(e) above and this Section 5(l), which may not be modified, amended or waived, this Warrant may be modified or amended
or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other
hand.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
-11-
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
TENON MEDICAL, INC.
By:
Name:
Steven M. Foster
Title:
Chief Executive Officer
-12-
EXHIBIT A
NOTICE OF EXERCISE
To:
TENON MEDICAL, Inc.
(1) The undersigned hereby elects
to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form
of (check applicable box):
☐
in lawful money of the United States; or
☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3) Please issue said Warrant
Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE
OF HOLDER]
Name of Investing Entity: _____________________________________________________________________
Signature of Authorized Signatory of Investing
Entity: ______________________________________________
Name of Authorized Signatory: ________________________________________________________________
Title of Authorized Signatory: _________________________________________________________________
Date: ____________________________________________________________________________________
-13-
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please Print)
Address:
(Please Print)
Phone Number:
Email Address:
Dated: _______________ __, ______
Holder’s Signature: ____________________
Holder’s Address: ____________________
-14-
EX-10.1 — INDUCEMENT AGREEMENT, DATED SEPTEMBER 11, 2026
EX-10.1
Filename: ea030566801ex10-1.htm · Sequence: 3
Exhibit 10.1
TENON MEDICAL, INC.
104 Cooper Court
Los Gatos, CA 95032
September 11, 2026
To the Holder of August 2026 Series A Common Stock
Purchase Warrants
Re: Inducement Offer to Exercise Existing Series
A Common Stock Purchase Warrants
Dear Holder:
TENON MEDICAL, INC. (the
“Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “you”
or similar terminology) the opportunity to receive new warrants to purchase up to a number of shares (the “New Warrant Shares”)
of Common Stock, par value $0.001 per share (the “Common Stock”), equal to 150% of the number of shares of Common
Stock issuable to you pursuant to the exercise of that certain Series A Common Stock Purchase Warrant issued to you on August 31, 2026
less the number of shares previously exercised under such warrant (“Existing Warrants”), as more particularly set forth
on the signature page hereto, in consideration for exercising for cash any or all such Existing Warrants. The issuance, or resale, of
shares of Common Stock underlying the Existing Warrants have been registered pursuant to an effective registration statement on Form S-3
(File No. 333-292032). The shares of Common Stock underlying the Existing Warrants are referred to herein as the “Warrant Shares”
and the registration statement referenced in the foregoing sentence is referred to herein as the “Registration Statement.”
The Registration Statement is currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement (the “Inducement
Agreement,” and together with the Existing Warrants and the New Warrants (as defined below), the “Transaction Documents”),
will be effective for the issuance or resale of the Warrant Shares, as applicable. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the New Warrants (as defined hereinafter).
The Company is making you
this offer during the period from the date of this Inducement Offer set forth above and until 8:30 am, Eastern Time, on September 14,
2026 (the “Exercise Period”). Exercise of the Existing Warrants may be made, in whole or in part, at any time or
times during the Exercise Period by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail
attachment) of the Notice of Exercise attached to the Existing Warrants, as applicable; provided, that the exercise of Existing
Warrants will be accompanied by payment in full of the Exercise Price (as defined below) to the Company.
In consideration for exercising
Existing Warrants at an Exercise Price of $5.02 (the “Exercise Price”), the Company hereby offers to sell and issue
you Series B Common Stock to purchase warrants (the “New Warrants”) to expire five years from the date of issuance
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”), to purchase up to a number
of shares of Common Stock (the “New Warrant Shares”) equal to 150% of the number of Warrant Shares issued pursuant
to such exercise of the Existing Warrants at an exercise price of $5.02 per share, which New Warrants shall be substantially in the form
as set forth in Exhibit A hereto.
-1-
The New Warrants certificates
will be delivered within one (1) Trading Day following the Warrant Exercise, and such New Warrants, together with any underlying shares
of Common Stock issued upon exercise of the New Warrants, shall, unless and until registered, contain customary restrictive legends and
other language typical for an unregistered warrant and unregistered shares. Notwithstanding anything herein to the contrary, in the event
that any Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitations (“Beneficial Ownership
Limitation”) set forth in Section 2(e) of the Existing Warrants (or, if applicable and at the Holder’s election, 9.99%),
the Company shall only issue such number of Warrant Shares to the Holder that would not cause the Holder to exceed the maximum number
of Warrant Shares permitted thereunder, as directed by the Holder, with the balance to be held in abeyance until notice from the Holder
that the balance (or portion thereof) may be issued in compliance with such limitations, which abeyance shall be evidenced through the
Existing Warrants which shall be deemed prepaid thereafter (including the payment in full of the exercise price), and exercised pursuant
to a Notice of Exercise in the Existing Warrants (provided no additional exercise price shall be due and payable). The parties hereby
agree that the Beneficial Ownership Limitation for purposes of the Existing Warrants is as set forth on the Holder’s signature page
hereto.
Expressly subject to the
paragraph immediately following this paragraph below, Holder may accept this offer by signing this letter below, which constitutes the
Holder’s acceptance to exercise Existing Warrants at the Holder’s own discretion subject to the Beneficial Ownership Limitation
set forth in Section 2(e) of the Existing Warrants.
The Company agrees to the
representations, warranties and covenants set forth on Annex A attached hereto.
The Holder represents
and warrants that, as of the date hereof, the Holder is fully aware of, and has reviewed all of the Company’s public filings.
Holder represents and warrants
that, as of the date hereof it is, and on each date on which it exercises any New Warrants it will be, an “accredited investor”
as defined in Rule 501 of Regulation D promulgated under the Securities Act, and agrees that the New Warrants will contain restrictive
legends when issued, and neither the New Warrants nor the shares of Common Stock issuable upon exercise of the New Warrants will be registered
under the Securities Act, except as provided in Annex A attached hereto. Also, Holder represents and warrants that it is
acquiring the New Warrants as principal for its own account and has no direct or indirect arrangement or understandings with any other
persons to distribute or regarding the distribution of the New Warrants or the New Warrant Shares (this representation is not limiting
Holder’s right to sell the New Warrant Shares pursuant to an effective registration statement under the Securities Act or otherwise
in compliance with applicable federal and state securities laws).
-2-
The Holder understands that
the New Warrants and the New Warrant Shares are not, and may never be, registered under the Securities Act, or the securities laws of
any state and, accordingly, each certificate, if any, representing such securities shall bear a legend substantially similar to the following:
“THIS SECURITY HAS
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.”
Upon the Holder’s exercise
of the New Warrants, certificates evidencing the New Warrant Shares shall not contain any legend (including the legend set forth above),
(i) while a registration statement covering the resale of such New Warrant Shares is effective under the Securities Act, (ii) following
any sale of such New Warrant Shares pursuant to Rule 144 under the Securities Act, (iii) if such New Warrant Shares are eligible for sale
under Rule 144 (assuming cashless exercise of the New Warrants), without the requirement for the Company to be in compliance with the
current public information requirement under Rule 144 as to such New Warrant Shares and without volume or manner-of-sale restrictions,
(iv) if such New Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the New Warrants) and the Company is then in
compliance with the current public information requirement under Rule 144 as to such New Warrant Shares, or (v) if such legend is not
required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff
of the Securities and Exchange Commission (the “Commission”) and the earliest of clauses (i) through (v), the “Delegend
Date”)). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Delegend Date
if required by the Company and/or the Transfer Agent to effect the removal of the legend hereunder, or at the request of the Holder, which
opinion shall be in form and substance reasonably acceptable to the Holder. From and after the Delegend Date, such New Warrant Shares
shall be issued free of all legends, provided that, upon request of the Company (which request shall also include a form of customary
representation letter), the Holder has delivered in advance to the Company a customary representation letter that is reasonably satisfactory
to the Company and its counsel. The Company agrees that following the Delegend Date or at such time as such legend is no longer required
under this Section, it will, no later than two (2) Trading Days following the delivery by the Holder to the Company or the Transfer Agent
of a certificate representing the New Warrant Shares issued with a restrictive legend (such second (2nd)
Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Holder a certificate representing
such shares that is free from all restrictive and other legends or, at the request of the Holder, shall credit the account of the Holder’s
prime broker with the Depository Trust Company System as directed by the Holder.
In addition to the Holder’s
other available remedies, the Company shall pay to a Holder, in cash, (i) as partial liquidated damages and not as a penalty, for each
$1,000 of New Warrant Shares (based on the VWAP of the Common Stock on the date such New Warrant Shares are submitted to the Transfer
Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after
such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend
and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Holder by the Legend Removal Date a certificate
representing the New Warrant Shares free from all restrictive and other legends and (b) if after the Legend Removal Date the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion
of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of
shares of Common Stock that the Holder anticipated receiving from the Company without any restrictive legend, then, an amount equal to
the excess of the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the
shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”)
over the product of (A) such number of New Warrant Shares that the Company was required to deliver to the Holder by the Legend Removal
Date and for which the Holder was required to purchase shares to timely satisfy delivery requirements, multiplied by (B) the weighted
average price at which the Holder sold that number of shares of Common Stock.
-3-
If this offer is accepted
and the transaction documents are executed, then on or before 8:30 a.m., Eastern Time, on the Trading Day following the date hereof, the
Company shall issue a press release and/or file a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”)
disclosing all material terms of the transactions contemplated hereunder, including this letter agreement as an exhibit thereto with the
Commission. From and after the issuance of such press release or filing of such Current Report on Form 8-K, as applicable, the Company
represents to you that it shall have publicly disclosed all material, non-public information delivered to you by the Company, or any of
its respective officers, directors, employees or agents in connection with the transactions contemplated hereunder. In addition, effective
upon the issuance of such press release and/or filing of such Current Report on Form 8-K, the Company acknowledges and agrees that any
and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries
or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and you and your Affiliates on the other
hand, shall terminate. The Company represents, warrants and covenants that, upon acceptance of this offer, and upon issuance of the Warrant
Shares, the Warrant Shares shall be issued free of any legends or restrictions on resale by Holder.
No later than the first (1st)
Trading Day following the date hereof, the closing (“Closing”) shall occur at such location as the parties shall mutually
agree. Unless otherwise directed by WallachBeth Capital LLC (the “Placement Agent”), settlement of the Warrant Shares shall
occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Warrant
Shares registered in the Holder’s name and address provided to the Company in writing and released by the Transfer Agent directly
to the account(s) at the Placement Agent identified by the Holder; upon receipt of such Warrant Shares, the Placement Agent shall promptly
electronically deliver such Warrant Shares to the Holder, and payment therefor shall concurrently be made to the Company by the Placement
Agent (or its clearing firm) by wire transfer to the Company). The date of the Closing of the exercise of the Existing Warrants shall
be referred to as the “Closing Date”.
[Signature Page Follows]
-4-
Sincerely yours,
TENON MEDICAL, INC.
By:
Name:
Steven M. Foster
Title:
Chief Executive Officer and President
[Holder Signature Page Follows]
-5-
Accepted and Agreed to:
Name of Holder: _________________________________________________
Signature of Authorized Signatory of Holder:
_________________________________________________
Name of Authorized Signatory: _________________________________________________
Title of Authorized Signatory: _________________________________________________
Number of Existing Warrants: ___________________________
Warrant Exercise Price being exercised contemporaneously
with signing this letter agreement: _______________
Existing Warrants Beneficial Ownership Blocker:
4.99% or 9.99%
Number of New Warrants:
New S Warrants Beneficial Ownership Blocker: 4.99%
or 9.99%
DTC Instructions: _________________________________________________
[Holder Signature Page]
-6-
Annex A
Representations, Warranties
and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:
a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on the SEC Reports. The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each subsidiary free and clear of any liens, and all of the issued and outstanding
shares of capital stock of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights
to subscribe for or purchase securities.
b) SEC Reports. The
Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the
Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein “SEC Reports”). As of their respective dates, the SEC Reports complied in all material
respects with the requirements of the Exchange Act and none of the SEC Reports, when filed, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading except as otherwise noted in a subsequent SEC Report. The Company has
never been an issuer subject to Rule 144(i) under the Securities Act.
c) Authorization; Enforcement.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this letter
agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this letter agreement by the Company and
the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part
of the Company and no further action is required by the Company, its board of directors or its stockholders in connection herewith, other
than the Stockholder Approval (as defined in the New Warrants). This letter agreement has been duly executed by the Company and, when
delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.
d) No Conflicts.
The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of
incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result in the creation of any liens, claims, security interests, other
encumbrances or defects upon any of the properties or assets of the Company in connection with, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt
or other material instrument (evidencing Company debt or otherwise) or other material understanding to which such Company is a party or
by which any property or asset of the Company is bound or affected; or (iii) conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject
(including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected,
except, in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a material adverse
effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company,
taken as a whole, or in its ability to perform its obligations under this letter agreement.
-7-
e) Registration Obligations.
As soon as reasonably practicable (and in any event within 30 calendar days of the date of this letter agreement), the Company shall file
a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if the Company is not then S-3 eligible) providing
for the resale of the New Warrant Shares by the holders of the New Warrants (the “Resale Registration Statement”).
The Company shall use commercially reasonable efforts to cause the Resale Registration Statement to become effective within sixty (60)
calendar days following the date hereof (or within 90 calendar days following the date hereof in case of “full review” of
such registration statement by the Commission) and to keep the Resale Registration Statement effective at all times until no holder of
the New Warrants owns any New Warrants or New Warrant Shares.
f) Trading Market.
Except for as related to the Stockholder Approval, the transactions contemplated under this letter agreement comply with all the rules
and regulations of Nasdaq Capital Market.
g) Filings, Consents
and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with
the execution, delivery and performance by the Company of this letter agreement, other than: (i) the filings required pursuant to this
letter agreement; (ii) application(s) or notice to each applicable Trading Market for the listing of the New Warrants and New Warrant
Shares for trading thereon in the time and manner required thereby, and (iii) the filing of form D with the Commission and such filings
as are required to be made under applicable state securities laws.
h) Listing of Common
Stock. The Company agrees that if the Company applies to have the Common Stock traded on any other Trading Market, it will then include
in such application all of the New Warrant Shares, and will take such other action as is necessary to cause all of the New Warrant Shares
to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary
to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common
Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation,
by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic
transfer. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company
or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company
or such other established clearing corporation in connection with such electronic transfer. In addition, and if applicable, the Company
shall hold an annual or special meeting of stockholders on or prior to the date that is one-hundred sixty-five days (165) following the
Closing Date for the purpose of obtaining Stockholder Approval, with the recommendation of the Company’s Board of Directors that
such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as
all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of
such proposals. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every ninety
(90) days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the New Warrants
are no longer outstanding. The Company shall set the record date for Stockholder Approval prior to the Closing Date.
-8-
i) Form D; Blue Sky Filings.
If required, the Company agrees to timely file a Form D with respect to the New Warrants and New Warrant Shares as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the New Warrants and New Warrant Shares for, sale to the Holder
at Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of
such actions promptly upon request of any Holder.
j) Capitalization.
Since the Company’s registered direct offering which closed on September 16, 2024 (the “Closing Date”), the Company
has not issued any capital stock, other than pursuant to the exercise of employee stock options under the Company’s stock option
plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans, and pursuant
to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under
the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate
in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set
forth on the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person
any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock
Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary
to issue shares of Common Stock or other securities to any Person (other than the Purchasers and the Placement Agent) and will not result
in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion,
exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding
securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the
Company or such Subsidiary. Other than as disclosed in the SEC Reports, the Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly
authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities
laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase
securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and
sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
For purposes hereof, “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would
entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option,
warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock.
k) Material Changes;
Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC
Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material
Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in
the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not
altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to
its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company
has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock incentive plans.
The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance
of the Securities contemplated by this Agreement or as set forth on the SEC Reports, no event, liability, fact, circumstance, occurrence
or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their
respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the
Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at
least 1 Trading Day prior to the date that this representation is made. For purposes hereof, “Material Adverse Effect”
means (i) a material adverse effect on the legality, validity or enforceability of the Transaction Documents, (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under any Transaction Document.
-9-
l) Registration Rights.
Except as set forth on the SEC Reports, no Person has any right to cause the Company or any subsidiary to effect the registration under
the Securities Act, of any securities of the Company or any subsidiary.
m) Listing and Maintenance
Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no
action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under
the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except
as set forth on the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market
on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue
to be, in material compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic
transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the
fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.
n) Solvency. Based
on the consolidated financial condition of the Company, after giving effect to the receipt by the Company of the proceeds from the sale
of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be
paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature,
(ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed
to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company,
consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together
with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of
the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company
does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash
to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that
it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the
closing of the Inducement Offer. For the purposes hereof, “Indebtedness” means (x) any liabilities for borrowed money
or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties,
endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected
in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for
deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess
of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with
respect to any Indebtedness.
-10-
EX-10.2 — FINANCIAL ADVISORY AGREEMENT, DATED SEPTEMBER 11, 2026
EX-10.2
Filename: ea030566801ex10-2.htm · Sequence: 4
Exhibit 10.2
WALLACHBETH CAPITAL LLC
CONFIDENTIAL
September 11, 2026
Tenon Medical, Inc.
Attention: Steven M. Foster
104 Cooper Court
Los Gatos, CA 95032
The purpose of this financial
advisory agreement (this “Agreement”) is to confirm the engagement of WallachBeth Capital LLC (“WallachBeth”)
by Tenon Medical, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.
1. Services.
During the term of this Agreement, WallachBeth. shall, on an exclusive basis, provide advice to, and consult with, the Company with respect
to the Company’s offer or sale of securities in any previous or subsequent private and public equity or debt financing, and such
other, similar matters as the parties may mutually agree (collectively, the “Financial Services”). The Financial Services
shall be provided to the Company in such form, manner and place as the parties mutually agree. Examples of such Financial Services may
include, without limitation:
i. providing services in connection with capital raising, recapitalization or restructuring by the Company,
including raising capital by means of a warrant inducement transaction; and
ii. additional services incidental to the above, as directed by the Company.
2. Term.
The term of this Agreement shall be a period commencing on the date of this Agreement and ending on September 14, 2026.
3. Compensation.
In consideration of WallachBeth.’s entering into this Agreement, as compensation, in full, for the Financial Services, the Company
shall pay to WallachBeth. a cash fee (the “Cash Fee”) equal to 7.0% of the aggregate gross proceeds raised in the offering
at the time of each and every payment by the investors in the offering or other issuance and sale of securities covered by this Agreement
(the “Offering”). The Cash Fee shall be paid at the closing of the Offering (the “Closing”) and
payable to WallachBeth. by wire-transfer of funds to WallachBeth.’s account indicated in Exhibit A of this letter (the “Financial
Advisory Fee”); provided that such amount shall be reduced as necessary to comply with the applicable rules and regulations
of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Company also agrees to reimburse WallachBeth. for
documented, accountable legal expenses incurred by WallachBeth. in connection with the transaction up to a maximum amount of $65,000 (provided,
however, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement).
4. Reserved.
5. Reserved.
590
Madison Avenue, 36th Floor, New York, NY 10022, 212-624-2060
Member
FINRA, SIPC
1
6. Indemnity.
A. In connection
with the Company’s engagement of WallachBeth., the Company hereby agrees to indemnify and hold harmless WallachBeth. and its affiliates,
and the respective controlling persons, directors, officers, members, shareholders, agents and employees of any of the foregoing (collectively
the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders),
damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively
a “Claim”), that are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any untrue
statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified
Person in connection with the Company’s engagement of WallachBeth., or (B) otherwise relate to or arise out of WallachBeth.’s
engagement, and the Company shall reimburse any Indemnified person for all expenses (including the reasonable fees and expenses of counsel)
as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding,
whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however,
be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of
any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the
Company for or in connection with the Company’s engagement of WallachBeth. except for any Claim incurred by the Company as a result
of such Indemnified Person’s gross negligence or willful misconduct.
B. The Company
further agrees that it will not, without the prior written consent of WallachBeth (which shall not be unreasonably withheld, conditioned
or delayed), settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification
may be sought hereunder (whether or not any indemnified Person is an actual or potential party to such Claim), unless such settlement,
compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out
of such Claim.
C. Promptly
upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification
is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution
but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent
such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by
such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory
to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such
Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant
in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably
concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available
to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim
and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company
fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Person shall have the
right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against
the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of
its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition, with respect to any Claim
in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his,
her or its own counsel therefor at his, her or its own expense.
D. The Company
agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether
or not WallachBeth. is the Indemnified Person), the Company and WallachBeth. shall contribute to the Claim for which such indemnity is
held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and WallachBeth.
on the other, in connection with WallachBeth.’s engagement referred to above, subject to the limitation that in no event shall the
amount of WallachBeth.’ contribution to such Claim exceed the amount of fees actually received by WallachBeth. from the Company
pursuant to WallachBeth.’ engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and
WallachBeth. on the other, with respect to WallachBeth.’s engagement shall be deemed to be in the same proportion as (a) any value
paid or proposed to be paid or received by the Company or its stockholders as the case may be to (b) the fee paid or proposed to be paid
to WallachBeth. in connection with such engagement.
E. These
indemnification provisions shall remain in full force and effect whether or not the transaction and/or services contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise
have to any indemnified party under this Agreement or otherwise.
590
Madison Avenue, 28th Floor, New York, NY 10022, 212-624-2060
Member
FINRA, SIPC
2
7. Limitation
of Engagement to the Company. The Company acknowledges that WallachBeth. has been retained only by the Company, that WallachBeth.
is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s
engagement of WallachBeth. is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner
of the Company or any other person not a party hereto as against WallachBeth. or any of its affiliates, or any of its or their respective
officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities
Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees
or agents. Unless otherwise expressly agreed in writing by WallachBeth., no one other than the Company is authorized to rely upon this
Agreement or any other statements or conduct of WallachBeth., and no one other than the Company is intended to be a beneficiary of this
Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by WallachBeth. to the Company in connection
with WallachBeth.’s engagement is intended solely for the benefit and use of the Company’s management and directors, and any
such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied
upon for any other purpose. WallachBeth. shall not have the authority to make any commitment binding on the Company. The Company agrees
that WallachBeth. will be entitled to rely on the representation, warranties, agreements and covenants of the Company contained in any
purchase agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly
to WallachBeth. by the Company.
8. Limitation
of WallachBeth.’s Liability to the Company. WallachBeth. and the Company further agree that neither WallachBeth. nor any of
its affiliates or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders or creditors,
or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act
of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating
to this Agreement or the Financial Services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that
arise out of or are based on any action of or failure to act by WallachBeth. and that are finally judicially determined to have resulted
solely from the gross negligence or willful misconduct of WallachBeth.
9. Amendment.
No amendment to this Agreement shall be valid unless such amendment is in writing and is signed by authorized representatives of all the
parties to this Agreement.
10. Waiver.
Any of the terms and conditions of this Agreement may be waived at any time and from time to time in writing by the party entitled to
the benefit thereof, but a waiver in one instance shall not be deemed to constitute a waiver in any other instance. A failure to enforce
any provision of this Agreement shall not operate as a waiver of this provision or of any other provision hereof.
11. Severability.
In the event that any provision of this Agreement shall be held to be invalid, illegal, or unenforceable in any circumstances, the remaining
provisions shall nevertheless remain in full force and effect and shall be construed as if the unenforceable portion or portions were
deleted.
12. Governing
Law. This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of New York applicable
to agreements made and to be fully performed therein, and without regard to the conflict of laws principles therein. Any disputes that
arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts located in
the City of New York, State of New York. The parties hereto expressly agree to submit themselves exclusively to the jurisdiction of the
foregoing courts in the City of New York, State of New York. The parties hereto expressly waive any rights they may have to contest the
jurisdiction, venue or authority of any court sitting in the City and State of New York. In the event of the bringing of any action, or
suit by a party hereto against the other party hereto, arising out of or relating to this Agreement, the party in whose favor the final
judgment or award shall be entered shall be entitled to have and recover from the other party the costs and expenses incurred in connection
therewith, including its reasonable attorneys’ fees. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION,
PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES
ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
590
Madison Avenue, 28th Floor, New York, NY 10022, 212-624-2060
Member
FINRA, SIPC
3
13. Counterparts;
Facsimile. This agreement may be executed in any number of counterparts, each of which may be deemed an original and all of which
together will constitute one and the same instrument. A pdf or facsimile signature of any party shall be considered to have the same binding
legal effect as an original signature.
14. Entire
Agreement. This Agreement contains the entire agreement between the parties with respect to the Financial Services and supersedes
any and all prior or contemporaneous written or oral agreements relating to any Financial Services. Neither party is relying on any agreement,
representation, warranty, or other understanding not expressly stated herein with respect to the Financial Services. Notwithstanding the
foregoing, the Right of First Refusal and Tail pursuant to that certain Placement Agency Agreement dated August 20, 2026 by and between
the Company and WallachBeth shall remain in full force and effect and shall not be superseded, modified or otherwise affected by this
Agreement.
In acknowledgment that the
foregoing correctly sets forth the understanding reached by WallachBeth. and the Company, please sign and return to us one copy of this
engagement letter. This engagement letter may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall
be deemed an original but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
90
Madison Avenue, 28th Floor, New York, NY 10022, 212-624-2060
Member
FINRA, SIPC
4
Yours truly,
WALLACHBETH CAPITAL LLC
By:
Name:
Thomas J. Higgins
Title:
Managing Director
Accepted and agreed to as of
the date first written above:
TENON MEDICAL, INC.
By:
Name:
Steven M. Foster
Title:
Chief Executive Officer
[Signature Page to WallachBeth/ Tenon Financial
Advisory Agreement]
590
Madison Avenue, 28th Floor, New York, NY 10022, 212-624-2060
Member
FINRA, SIPC
5
Exhibit A
Wire Instructions
Bank Name:
Bank Address:
Bank Phone Number:
ABA Number:
SWIFT:
Account Number:
Beneficiary Name: .
Beneficiary Address:
590
Madison Avenue, 36th Floor, New York, NY 10022, 212-624-2060 6
Member
FINRA, SIPC
6
EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 11, 2026
EX-99.1
Filename: ea030566801ex99-1.htm · Sequence: 5
Exhibit 99.1
Tenon Medical Announces Warrant Inducement for
Aggregate Gross Proceeds of Approximately $2,872,338
LOS GATOS, CA / ACCESS Newswire / September 11, 2026 / Tenon Medical,
Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a medical device company dedicated to transforming care for patients
with certain sacro-pelvic disorders announced today it has entered into warrant exercise agreements with an institutional investor to
exercise outstanding warrants to purchase an aggregate of 572,179 of the Company’s shares of common stock (the “Existing Warrants”).
In consideration for the immediate exercise in full of the Existing Warrants for gross cash proceeds of $2,872,338.58, the exercising
holders will receive in a private placement new unregistered warrants (the “New Warrants”) to purchase up to an aggregate
of 858,269 shares of common stock (equal to 150% of the shares of common stock issued in connection with the exercise of the Existing
Warrants) with an exercise price of $5.02 per share. The New Warrants are immediately exercisable on the date of issuance and will expire
five years from the date of issuance.
The closing of the offering is expected to occur on or about September
14, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds from the warrant inducement are expected to
be $2,872,338.58, excluding any proceeds that may be received upon the exercise of the New Warrants and before deducting financial advisor
fees and other expenses payable by the Company.
WallachBeth Capital is acting as financial advisor for the warrant
inducement transaction.
The New Warrants described above were offered in a private placement
pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”)
and, along with the shares of common stock issuable upon their exercise, have not been registered under the Act, and may not be offered
or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption
from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares
of common stock issuable upon exercise of the New Warrants (the “Resale Registration Statement”).
This press release does not constitute an offer to sell or the solicitation
of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Tenon Medical, Inc.
Tenon Medical, Inc., a medical device company
dedicated to transforming care for patients with certain sacro-pelvic disorders. Tenon was incorporated in the State of Delaware in 2012
and currently offers two systems to treat a diseased sacroiliac joint (the “SI Joint”). The Company has developed The Catamaran™
SI Joint Fusion System that offers a novel, less invasive approach to the SI Joint using a single, robust titanium implant. In August
2025, the Company acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+®
SI Joint Fusion System, which treats disorders of the SI Joint through a minimally invasive lateral access solution that incorporates
well-established orthopedic fusion principles. Since the national launch of The Catamaran System in October 2022, Tenon is focused on
three commercial opportunities: 1) primary SI Joint procedures, 2) revision procedures of failed SI Joint implants and 3) SI-Joint fusion
adjunct to a spine fusion construct.
For more information, please visit www.tenonmed.com. Information on
the Company’s website does not constitute a part of and is not incorporated by reference into this press release.
The Tenon Medical logo shown above, and Catamaran®,
PiSIF®, CAT PiSIF®, ETAD®, Posterior Inferior Sacroiliac Fusion®, CAT SIJ
Fusion System®, Catamaran SIJ Fusion System®, Catamaran Inferior Posterior Fusion System®,
Catamaran Transfixation Fusion System®, Catamaran Transfixation Fusion Device®, SImmetry® are registered
trademarks of Tenon Medical, Inc. MAINSAILTM, and SImmetry+™ are also trademarks of Tenon Medical, Inc.
Forward-Looking Statements
This press release contains “forward-looking statements,”
which are statements related to events, results, activities or developments that Tenon expects, believes or anticipates will or may occur
in the future. Forward-looking often contains words such as “intends,” “estimates,” “anticipates,” “hopes,”
“projects,” “plans,” “expects,” “seek,” “believes,” “see,” “should,”
“will,” “would,” “target,” and similar expressions and the negative versions thereof. These forward-looking
statements, include, but are not limited to, statements regarding the completion of the Offering, the satisfaction of customary closing
conditions related to the Offering and the anticipated use of proceeds therefrom. Such statements are based on Tenon’s experience and
perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances,
and speak only as of the date made. Forward-looking statements are inherently uncertain and actual results may differ materially from
assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. For details
on the uncertainties that may cause Tenon’s actual results to be materially different than those expressed in any forward-looking statements,
please review Tenon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and updated from time to time in our Form
10-Q filings and in our other public filings on file with the SEC at www.sec.gov statements contain, particularly the information contained
in the section entitled “Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements
to reflect new information or future events or otherwise unless required by law.
EX-99.2 — PRESS RELEASE, DATED SEPTEMBER 15, 2026
EX-99.2
Filename: ea030566801ex99-2.htm · Sequence: 6
Exhibit 99.2
Tenon Medical Announces Closing of Warrant Inducement
Offering for Aggregate Gross Proceeds of Approximately $2,872,338
LOS GATOS, CA / ACCESS Newswire / September 14, 2026 / Tenon Medical,
Inc. (NASDAQ:TNON) (“Tenon” or the “Company”), a medical device company dedicated to transforming care for patients
with certain sacro-pelvic disorders announced today it has closed its previously announced warrant inducement agreement with an institutional
investor to exercise outstanding warrants to purchase an aggregate of 572,179 of the Company’s shares of common stock (the “Existing
Warrants”). In consideration for the immediate exercise in full of the Existing Warrants for gross cash proceeds of $2,872,338.58,
the exercising holder received new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 858,269 shares
of common stock (equal to 150% of the shares of common stock issued in connection with the exercise of the Existing Warrants) with an
exercise price of $5.02 per share. The New Warrants are immediately exercisable on the date of issuance and will expire five years from
the date of issuance.
The gross proceeds from the warrant inducement were $2,872,338.58,
excluding any proceeds that may be received upon the exercise of the New Warrants and before deducting financial advisor fees and other
expenses payable by the Company.
WallachBeth Capital acted as financial advisor for the warrant inducement
transaction.
The New Warrants described above were offered in a private placement
pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”)
and, along with the shares of common stock issuable upon their exercise, have not been registered under the Act, and may not be offered
or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption
from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares
of common stock issuable upon exercise of the New Warrants (the “Resale Registration Statement”).
This press release does not constitute an offer to sell or the solicitation
of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Tenon Medical, Inc.
Tenon Medical, Inc., a medical device company
dedicated to transforming care for patients with certain sacro-pelvic disorders. Tenon was incorporated in the State of Delaware in 2012
and currently offers two systems to treat a diseased sacroiliac joint (the “SI Joint”). The Company has developed The Catamaran™
SI Joint Fusion System that offers a novel, less invasive approach to the SI Joint using a single, robust titanium implant. In August
2025, the Company acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+®
SI Joint Fusion System, which treats disorders of the SI Joint through a minimally invasive lateral access solution that incorporates
well-established orthopedic fusion principles. Since the national launch of The Catamaran System in October 2022, Tenon is focused on
three commercial opportunities: 1) primary SI Joint procedures, 2) revision procedures of failed SI Joint implants and 3) SI-Joint fusion
adjunct to a spine fusion construct.
For more information, please visit www.tenonmed.com. Information on
the Company’s website does not constitute a part of and is not incorporated by reference into this press release.
The Tenon Medical logo shown above, and Catamaran®,
PiSIF®, CAT PiSIF®, ETAD®, Posterior Inferior Sacroiliac Fusion®, CAT SIJ
Fusion System®, Catamaran SIJ Fusion System®, Catamaran Inferior Posterior Fusion System®,
Catamaran Transfixation Fusion System®, Catamaran Transfixation Fusion Device®, SImmetry®
are registered trademarks of Tenon Medical, Inc. MAINSAILTM, and SImmetry+™ are also trademarks of Tenon Medical, Inc.
Forward-Looking Statements
This press release contains “forward-looking statements,”
which are statements related to events, results, activities or developments that Tenon expects, believes or anticipates will or may occur
in the future. Forward-looking often contains words such as “intends,” “estimates,” “anticipates,” “hopes,”
“projects,” “plans,” “expects,” “seek,” “believes,” “see,” “should,”
“will,” “would,” “target,” and similar expressions and the negative versions thereof. These forward-looking
statements, include, but are not limited to, statements regarding the completion of the Offering, the satisfaction of customary closing
conditions related to the Offering and the anticipated use of proceeds therefrom. Such statements are based on Tenon’s experience and
perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances,
and speak only as of the date made. Forward-looking statements are inherently uncertain and actual results may differ materially from
assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. For details
on the uncertainties that may cause Tenon’s actual results to be materially different than those expressed in any forward-looking statements,
please review Tenon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and updated from time to time in our Form
10-Q filings and in our other public filings on file with the SEC at www.sec.gov statements contain, particularly the information contained
in the section entitled “Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements
to reflect new information or future events or otherwise unless required by law.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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