Form 8-K

8-K — Tenon Medical, Inc.

Accession: 0001213900-26-087352

Filed: 2026-08-10

Period: 2026-08-06

CIK: 0001560293

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0301424-8k_tenon.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TENON MEDICAL, INC., FILED ON AUGUST 6, 2026 (ea030142401ex3-1.htm)

EX-99.1 — PRESS RELEASE OF THE COMPANY ISSUED AUGUST 6, 2026 (ea030142401ex99-1.htm)

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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):

August 6, 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 3.03. Material Modification to Rights

of Security Holders.

To the extent required by Item 3.03 of Form 8-K,

the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by

reference.

Item 5.03. Amendment to Articles of Incorporation

or Bylaws; Change in Fiscal Year

On August 6, 2026, Tenon Medical, Inc., a

Delaware corporation (the “Company”), filed a Certificate of Amendment to the Company’s Second Amended and

Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect

a 1-for-35 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common

Stock”), issued and outstanding, effective as of 12:01 a.m. Eastern Time on August 10, 2026 (the “Reverse Stock

Split”). As previously reported by the Company, at the Company’s 2026 Annual Meeting of Stockholders held on July 23,

2026, the Company’s stockholders approved the amendment to the Company’s Second Amended and Restated Certificate of

Incorporation to effect a reverse stock split of the Company’s Common Stock at a ratio within the range of 1-for-2 to

1-for-35, with such ratio to be determined by the Company’s Board of Directors (the “Board”). Following the

stockholder approval, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-35 and approved the corresponding

final form of the Certificate of Amendment.

As a result of the Reverse Stock Split, every

thirty-five (35) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of

Common Stock. No fractional shares were issued as a result of the Reverse Stock Split; fractional entitlements were rounded up to the

next whole number.

The Common Stock began trading on a reverse stock

split-adjusted basis on the Nasdaq Capital Market on August 10, 2026. The trading symbol for the Common Stock remained “TNON.”

The new CUSIP number for the Common Stock following the Reverse Stock Split is 88066N402.

Proportionate adjustments were also made to the

per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding stock options granted

by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s equity incentive plans.

The Company adjusted the number of shares available for issuance upon the exercise of outstanding warrants to issue Common Stock as well

as the exercise price to reflect the effects of the Reverse Stock Split. The Company also adjusted the number of shares issuable upon conversion of outstanding restricted stock units to reflect the effects of

the Reverse Stock Split.

The information set forth herein is qualified

in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current

Report and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On August 6, 2026, the Company issued a press

release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein

by reference.

In accordance with General Instruction B.2 of

Form 8-K, the information in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for

the 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 it be deemed incorporated by reference in any filing under the Exchange Act or the Securities

Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information

under Item 7.01 of this Current Report is not intended to constitute a determination by the Company that the information contained herein,

including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Tenon Medical, Inc., filed on August 6, 2026

99.1

Press release of the Company issued August 6, 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, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned

hereunto duly authorized.

Date: August 10, 2026

TENON MEDICAL, INC.

(Registrant)

By:

/s/ Steven M. Foster

Name:

Steven M. Foster

Title:

Chief Executive Officer and President

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TENON MEDICAL, INC., FILED ON AUGUST 6, 2026

EX-3.1

Filename: ea030142401ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE

OF AMENDMENT OF SECOND AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION OF

TENON MEDICAL, INC.

(Pursuant to Section 242 of the

General Corporation Law of the State of Delaware)

Tenon Medical, Inc., a corporation

organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That

at a meeting of the Board of Directors of Tenon Medical, Inc. resolutions were duly adopted setting forth a proposed amendment of

the Second Amended and Restated Certificate of Incorporation of said corporation, as corrected and amended (the “Certificate of

Incorporation’’), declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for

consideration thereof. The resolution setting forth the proposed amendment is as follows:

“RESOLVED,

that the Certificate of Incorporation of this corporation be amended by adding the following to Article IV:

Reverse Stock

Split. Effective as of 12:01 a.m. Eastern Time on August 10, 2026 (the “Effective

Time’’), each thirty five (35) shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective

Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and converted

into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse

Stock Split’’). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and shall be rounded

up to a whole share. The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are

surrendered to the Corporation or its transfer agent. Each certificate or book entry position that immediately prior to the Effective

Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares of Common

Stock represented by such certificate or book entry position has been combined, subject to the elimination of fractional interests set

forth above.”

SECOND:

That thereafter, the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize

or take such action at a stockholders meeting at which all shares entitled to vote thereon were present and voted, approved of the proposed

amendment at the Annual Meeting of Stockholders held on July 23, 2026 pursuant to Section 242 of the General Corporation Law of the State

of Delaware.

THIRD:

That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation

has caused this certificate to be signed on August 5, 2026.

By:

/s/ Steven Foster

Name:

Steven Foster

Title:

Chief Executive Officer and President

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:25 AM 08/06/2026

FILED 08:25 AM 08/06/2026

SR 20263973165 - File Number 5172409

EX-99.1 — PRESS RELEASE OF THE COMPANY ISSUED AUGUST 6, 2026

EX-99.1

Filename: ea030142401ex99-1.htm · Sequence: 3

Exhibit 99.1

Tenon Medical, Inc. Announces 1:35 Reverse Stock

Split

Los Gatos, CA, August 6, 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 a 1-for-35 reverse stock split of the Company’s issued and outstanding common

stock.

The reverse stock split will become effective

at 12:01, Eastern Time, on August 10, 2026, prior to the commencement of trading on the Nasdaq Capital Market. As of that time, each 35

shares of issued and outstanding common stock will be converted into one share of common stock. The Company’s common stock is expected

to commence trading on a split-adjusted basis when the markets open on August 10, 2026, under the existing trading symbol “TNON.”

The new CUSIP number for the Company’s common stock following the reverse stock split will be 88066N402.

At the annual meeting held on July 23, 2026, the

Company’s stockholders approved the reverse stock split. The primary goal of the reverse stock split is to increase the per share

market price of the Company’s common stock to meet the minimum $1.00 average closing price requirement for continued listing on

the Nasdaq Capital Market.

Vstock Transfer, LLC (“Vstock”), the

Company’s transfer agent, is acting as the exchange agent for the reverse stock split. Stockholders with book-entry shares or who

hold their shares through a bank, broker or other nominee will not need to take any action. Stockholders of record holding certificates

representing pre-split shares of the Company’s common stock, as applicable, will receive a letter of transmittal from Vstock with

instructions on how to surrender certificates representing pre-split shares. Stockholders should not send in their pre-split certificates

until they receive a letter of transmittal from Vstock. Unless a stockholder specifically requests a new paper certificate or holds restricted

shares, stockholders of record who held pre-split certificates will receive their post-split shares book-entry and will be receiving a

statement from Vstock regarding their common stock ownership post-reverse stock split. No fractional shares will be issued in connection

with the reverse stock split. All fractional shares will be rounded up to the next whole share.

Additional information about the reverse stock

split can be found in the Company’s definitive proxy statement, as amended (the “Proxy Statement”), filed with the Securities

and Exchange Commission (the “SEC”) on June 23, 2026, which is available free of charge at the SEC’s website, www.sec.gov,

and on the Company’s Investor Relations website at https://ir.tenonmed.com/.

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.

Safe Harbor

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 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 meet the minimum $1.00 average closing price requirement for continued listing on the Nasdaq Capital Market.

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 of its 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, 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.

IR Contact:

Shannon Devine

203-741-8811

MZ North America

tenon@mzgroup.us

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