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Form 8-K

sec.gov

8-K — Tenon Medical, Inc.

Accession: 0001213900-26-055085

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001560293

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0290384-8k_tenon.htm (Primary)

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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):

May 12, 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 2.02 Results

of Operations and Financial Condition.

On May 12, 2026, Tenon

Medical, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing

its financial results for the first quarter ended March 31, 2026.

As previously announced

and set forth in the Press Release, the Company will host a conference call to discuss its financial results for the first quarter ended

March 31, 2026, provide a corporate update, and conclude with Q&A with the Company’s covering analyst, on May 12, 2026 at 4:30

p.m. ET (1:30 p.m. PT). An audio playback of the call will be available through May 26, 2026, on the Company’s Investor Relations

website at http://ir.tenonmed.com/ or via telephone replay by dialing 1-844-512-2921 (USA) or 1-412-317-6671 (International). The access

code will be 13759830.

A copy of the Press Release

referenced above is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this

Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any

filing under the Securities Act of 1933, as amended, or the 1934 Act, except as may be expressly set forth by specific reference in such

filing.

1

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 May 12, 2026.

104

Cover Page Interactive Data File (embedded with the

Inline XBRL document).

2

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: May 12, 2026

TENON MEDICAL, INC.

(Registrant)

By:

/s/ Steven M. Foster

Name:

Steven M. Foster

Title:

Chief Executive Officer and President

3

EX-99.1 — PRESS RELEASE OF TENON MEDICAL, INC., DATED MAY 12, 2026

EX-99.1

Filename: ea029038401ex99-1.htm · Sequence: 2

Exhibit 99.1

Tenon® Medical Reports First Quarter 2026 Financial

Results

~ First Quarter 2026 Revenue of $1.4 Million, an

Increase of Approximately 90% Compared to Prior Year ~

~ First Quarter Gross Profit of $0.9 Million, an

Increase of Approximately 193% Compared to Prior Year ~

~ Gross Margin Expanded Approximately 24 Percentage

Points Year-Over-Year to 68.5% ~

~ Closed $4.3 Million Senior Convertible Note Private

Placement to Fund Commercial Expansion and Product Development ~

~ Subsequent to Quarter End The Company Opened a

new Center of Excellence Training Center in Tampa, FL, Along with Expansion of the Company’s Sales Leadership Throughout the Eastern

Region~

Los Gatos, CA – May 12, 2026 –

Tenon Medical, Inc. (NASDAQ: TNON) (“Tenon Medical” or the “Company”), a company redefining care for patients

suffering from sacro-pelvic disorders, today reported financial results for the first quarter ended March 31, 2026.

Financial Results and Business Updates

● First Quarter 2026 Results:

o First quarter revenue of $1.4 million, an increase of approximately 90% compared to $0.7 million in the

first quarter of 2025.

o First quarter gross profit of $0.9 million, an increase of approximately 193% compared to $0.3 million

in the first quarter of 2025.

o Gross margin of 68.5%, a twenty-four percentage point improvement from 44.5% in the first quarter of 2025.

o Cash and cash equivalents of $4.6 million as of March 31, 2026, compared to $3.8 million as of December

31, 2025.

o Net loss of $3.5 million, or $0.31 per share, in the first quarter of 2026, compared to a net loss of

$3.6 million, or $1.01 per share, in the first quarter of 2025.

● Strengthened the Company's intellectual property portfolio with multiple

Notices of Allowance from the U.S. Patent and Trademark Office for patent applications expected to issue in 2026, building on the ten

patents issued in 2025 (five U.S. and five international). The portfolio currently includes 29 issued U.S. patents and 9 issued international

patents, along with 31 pending U.S. and foreign applications, further reinforcing protection around the Catamaran® and SImmetry®+

SI Joint Fusion Systems.

● Closed a private placement of senior convertible promissory notes with institutional

and high-net-worth investors for aggregate gross proceeds of $4.3 million. The Company expects to use the net proceeds for commercial

expansion, product development, clinical studies, working capital and general corporate purposes.

● Hosted 21 physicians in targeted training sessions for both Catamaran®

and SImmetry® within the first quarter.

"The first quarter of 2026 reflects the early returns on the strategy

we have been executing, broadening our SI joint fusion platform, deepening surgeon engagement, and translating those investments into

meaningful top-line growth. We delivered significant first quarter revenue of $1.4 million, up approximately 90% year-over-year, and significant

first quarter gross profit of $0.9 million, up approximately 193%, demonstrating both the commercial traction of our Catamaran® and

SImmetry®+ systems and the operating leverage we have been working to build.” said Steven M. Foster, President and CEO of Tenon

Medical, Inc. “Looking ahead, our priorities are clear: drive continued procedure growth across both Catamaran® and SImmetry®+,

expand our base of trained surgeons, and maintain the disciplined cost structure that is now showing through in our gross margin and field

productivity. With a differentiated multi-approach portfolio, a strengthened balance sheet, and the capital flexibility from our recent

financing, we believe Tenon is well positioned to build on this quarter's momentum and deliver increasing value to patients, providers,

and stockholders."

First Quarter 2026 Financial Results

Revenue was $1.4 million in the first quarter of 2026,

an increase of approximately 90% compared to $0.7 million in the same period of 2025. The increase in revenue for the three months ended

March 31, 2026 as compared to 2025 was primarily driven by continued adoption of our Catamaran system, leading to an increase in the number

of surgical procedures, and the addition of revenue related to the SImmetry®+ System following the August 2025 acquisition.

Gross profit was $0.9 million, or 68.5% of revenue,

in the first quarter of 2026, compared to $0.3 million, or 44.5% of revenue, in the first quarter of 2025. The twenty-four percentage

point gross margin improvement was primarily driven by higher revenue in the period, driving further absorption of production overhead

costs within cost of goods sold.

Operating expenses totaled $4.2 million in the first

quarter of 2026, compared to $4.0 million in the first quarter of 2025. The increase in the three months ended March 31, 2026 was driven

by higher sales and marketing expenses associated with increased commercial activity due to higher revenue and ongoing rollout of the

SImmetry®+ System, partially offset by lower research and development expenses.

Net loss was $3.5 million, or $0.31 per share, in

the first quarter of 2026, compared to a net loss of $3.6 million, or $1.01 per share, in the first quarter of 2025. The year-over-year

improvement was largely driven by increased revenue and gross profit, partially offset by higher operating expenses and interest expense

related to the convertible notes issued in March 2026.

As of March 31, 2026, cash and cash equivalents totaled $4.6 million, compared

to $3.8 million at December 31, 2025. In March 2026, the Company closed a private placement of senior convertible notes for gross proceeds

of $4.3 million to fund continued commercial expansion, upcoming product launches, clinical studies, working capital and general corporate

purposes.

First Quarter 2026 Earnings Conference Call

Management will host a conference call at 4:30 p.m.

ET (1:30 p.m. PT) today, May 12, 2026, to discuss Tenon's first quarter 2026 financial results, provide a corporate update, and conclude

with Q&A with the Company’s covering analyst. To participate, please use the following information:

Date:

Tuesday, May 12, 2026

Time:

4:30 p.m. Eastern time

Dial-in:

1-877-407-0792

International Dial-in:

1-201-689-8263

Webcast:

TNON Conference Call

Please dial in at least 10 minutes before the start

of the call to ensure timely participation.

An audio playback of the call will be available through May 26, 2026, on

Tenon’s Investor Relations website at http://ir.tenonmed.com/ or via telephone replay by dialing 1-844-512-2921 (USA) or 1-412-317-6671

(International). The access code will be 13759830.

2

About Tenon Medical, Inc.

Tenon Medical, Inc. is a medical device company founded

in 2012 and committed to developing novel technologies for patients suffering from debilitating SI joint pain and dysfunction. The Company

markets the Catamaran® and SImmetry+® SI Joint Fusion Systems, which offer a novel, less invasive approach to treating SI joint

disease. Together, these platforms uniquely position Tenon with multiple surgical approaches, lateral and inferior-posterior, both designed

to be minimally invasive, enable authentic arthrodesis, and supported by robust clinical evidence, including the published prospective

Mainsail™ and EVoluSIon™ SI joint fusion studies. These differentiated technologies enable physicians to customize treatment

plans through an innovative portfolio spanning SI joint fusion, spinal fusion, and deformity adjuncts, each solution engineered to deliver

fusion outcomes more reliably. This multi-platform, multiapproach strategy strengthens Tenon's competitive advantage in the expanding

SI joint fusion market and underscores the Company's commitment to delivering proven, durable outcomes for physicians and patients. Tenon

is focused on three commercial opportunities in the SI joint market: 1) primary SI joint procedures, 2) revision of failed SI joint implants,

and 3) augmenting spinal fusion. For more information, please visit www.tenonmed.com.

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 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, 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

3

Tenon Medical, Inc.

Condensed Balance Sheets (Unaudited)

(In thousands, except share data)

March 31,

December31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 4,607

$ 3,756

Accounts receivable, net

1,969

1,698

Inventory

806

1,054

Prepaid expenses and other current assets

238

260

Total current assets

7,620

6,768

Property and equipment, net

901

918

Deposits

51

51

Operating lease right-of-use asset

1,389

131

Intangible assets, net

470

485

Goodwill

2,407

2,407

TOTAL ASSETS

$ 12,838

$ 10,760

Liabilities and Stockholders’ EQUITY

Current liabilities:

Accounts payable

$ 646

$ 845

Accrued expenses

1,774

1,637

Current portion of accrued commissions

686

590

Current portion of operating lease liability

211

141

Convertible notes

3,480

Derivative liability

608

Total current liabilities

7,405

3,213

Accrued commissions, net of current portion

1,392

1,514

Operating lease liability, net of current portion

1,186

Contingent consideration

960

993

Total liabilities

10,943

5,720

Commitments and contingencies

Stockholders’ equity:

Series A convertible preferred stock, $0.001 par value; 4,500,000 shares authorized at March 31, 2026 and December 31, 2025; 204,159 shares issued and outstanding at March 31, 2026 and December 31, 2025

2,622

2,622

Series B convertible preferred stock, $0.001 par value; 491,222 shares authorized at March 31, 2026 and December 31, 2025; 86,454 shares issued and outstanding at March 31, 2026 and December 31, 2025

452

452

Common stock, $0.001 par value; 130,000,000 shares authorized at March 31, 2026 and December 31, 2025; 11,296,378 and 10,851,273 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

11

11

Additional paid-in capital

83,588

83,257

Accumulated deficit

(84,778 )

(81,302 )

Total stockholders’ equity

1,895

5,040

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 12,838

$ 10,760

4

Tenon Medical, Inc.

Condensed Statements of Operations and Comprehensive

Loss (Unaudited)

(In thousands, except per share data)

Three Months Ended

March 31,

2026

2025

Revenue

$ 1,379

$ 726

Cost of revenue

434

403

Gross Profit

945

323

Operating Expenses

Research and development

662

691

Sales and marketing

1,858

1,647

General and administrative

1,705

1,662

Total Operating Expenses

4,225

4,000

Loss from Operations

(3,280 )

(3,677 )

Other (Expense) Income, net

Gain on investments

25

61

Interest expense

(176 )

Other expense

(45 )

Total Other (Expense) Income, net

(196 )

61

Net Loss

$ (3,476 )

$ (3,616 )

Net Loss Per Share of Common Stock

Basic and diluted

$ (0.31 )

$ (1.01 )

Weighted Average Shares of Common Stock Outstanding

Basic and diluted

11,268

3,597

5

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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