Form 8-K

8-K — Tenon Medical, Inc.

Accession: 0001213900-26-079415

Filed: 2026-07-20

Period: 2026-07-17

CIK: 0001560293

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0298431-8k_tenon.htm (Primary)

EX-99.1 — PRESS RELEASE OF TENON MEDICAL, INC., DATED JULY 20, 2026 (ea029843101ex99-1.htm)

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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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported):

July

17, 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 ☒

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

8.01 Other Events

On July 20, 2026, we issued a press release

(the “PR”) stating that on July 17, 2026, we received a notice from Nasdaq that based on the July 10 8-K (as defined

below), we had regained compliance with the Stockholders’ Equity Rule (as defined below). However, if we fail to evidence

compliance upon filing our Quarterly Report on Form 10-Q for the period ending September 30, 2026, we may be subject to delisting

and any such delisting would be subject to appeal.

On July 10, 2026, we filed a Current Report on Form 8-K (the “July 10 8-K”) that disclosed our belief that we satisfied Nasdaq

Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”) as of such filing date due to the completion of our $4.2 million

public offering of common stock and warrants on July 1, 2026.

A copy of the PR is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01. The

disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information

provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except

as expressly set forth by specific reference in such filing.

Cautionary

Statement Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not

limited to, statements regarding the ability of Tenon Medical, Inc. (the “Company”) to regain compliance with

Nasdaq’s minimum stockholders’ equity requirement, the Company’s plans to consider available options to regain

compliance, and the Company’s eligibility for an additional compliance period. Forward-looking statements are based on current

expectations and assumptions, are subject to risks and uncertainties, and are not guarantees of future performance. Actual results

may differ materially from those anticipated in the forward-looking statements due to various factors, including but not limited to:

general economic and market conditions; changes in the Company’s business strategy; and other risks and uncertainties

described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on

Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any

forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by

law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.

Description

99.1

Press Release of Tenon Medical, Inc., dated July 20, 2026.

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

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: July 20, 2026

TENON MEDICAL, INC.

By:

/s/ Steven

M. Foster

Name:

Steven M. Foster

Title:

Chief Executive Officer and President

EX-99.1 — PRESS RELEASE OF TENON MEDICAL, INC., DATED JULY 20, 2026

EX-99.1

Filename: ea029843101ex99-1.htm · Sequence: 2

Exhibit 99.1

Tenon Medical, Inc. Announces Regained Compliance

with Nasdaq Stockholders’ Equity Requirement

LOS GATOS, CA / ACCESS Newswire / July 20, 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, today announced that it has received notice from Nasdaq that the Company regained

compliance with the continued listing requirement relating to maintaining a minimum of $2.5 million in stockholders’ equity.

On July 17, 2026, the Company received a notice

from Nasdaq that, based on the July 10 8-K (as defined below), the Company had regained compliance with the Stockholders’ Equity

Rule (as defined below). However, if the Company fails to evidence compliance upon filing its Quarterly Report on Form 10-Q for the period

ending September 30, 2026, the Company may be subject to delisting, and any such delisting would be subject to appeal.

On July 10, 2026, the Company filed a Current

Report on Form 8-K (the “July 10 8-K”) that disclosed its belief that it satisfied Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’

Equity Rule”) as of such filing date due to the completion of its $4.2 million public offering of common stock and warrants on July

1, 2026.

About Tenon Medical, Inc.

Tenon Medical, Inc. is 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” within the meaning of the Private Securities Litigation Reform Act of 1995, 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 statements

often contain 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 Company’s ability to maintain compliance with Nasdaq’s continued

listing requirements, including the Stockholders’ Equity Rule, and the risk that the Company’s common stock may be delisted

from Nasdaq if the Company fails to evidence such compliance in its future periodic reports. 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,

as updated from time to time in our Form 10-Q filings and our other public filings on file with the SEC at www.sec.gov, 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.

Investor Contact

Shannon Devine

MZ North America

203-741-8811

tenon@mzgroup.us

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