Form 8-K/A
8-K/A — Tenon Medical, Inc.
Accession: 0001213900-26-093926
Filed: 2026-08-26
Period: 2026-03-11
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/A — ea0303435-8ka1_tenon.htm (Primary)
EX-4.1 — FORM OF SENIOR CONVERTIBLE PROMISSORY NOTES, DATED MARCH 11, 2026 (ea030343501ex4-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K/A — AMENDMENT NO. 1 TO FORM 8-K
8-K/A (Primary)
Filename: ea0303435-8ka1_tenon.htm · Sequence: 1
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2026-03-11
2026-03-11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A (Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends and restates in its entirety the Current Report on Form 8-K filed
by Tenon Medical, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 17,
2026 (the “Original Report”). This Amendment amends the Original Report solely to: (i) correct the aggregate principal amount
of the Notes from $4.3 million to $5.16 million, (ii) replace Exhibit 4.1 with a form of the Note that has correct floor price of $0.1567.
Other than such changes to the Original Report described above, there are no other changes to the Original Report.
1
Item 1.01. Entry into a Material Definitive Agreement.
On March 11, 2026, Tenon Medical, Inc., a Delaware
corporation (the “Company”), entered into securities purchase agreements (the “Purchase Agreements”) with certain
accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a private placement an aggregate
principal amount of $5.16 million 20% Original Issue Discount Senior Convertible Promissory Notes (the “Notes”) for aggregate
gross proceeds of approximately $4.3 million before deducting fees and expenses of the placement agent.
The notes have a maturity date of September 11,
2026 (which can be extended at the option of the Company until December 11, 2026) and are convertible, following the six month anniversary
of the issuance date, into shares of the Company’s common stock at a conversion price equal to 80% of the VWAP for the three (3)
Trading Days immediately prior to the date of conversion, subject to adjustment as provided in the Notes. If the maturity date of the
Notes is extended the outstanding principal amount of the Notes will be increased by 5%. Any prepayment of the Notes will be prepaid at
102.5% of the principal prepayment. Also the Company is required to prepay the Notes in an amount equal to 15% of the net proceeds it
receives from any securities financing.
The Company engaged WallachBeth
Capital LLC (the “Placement Agent”) to act as the Company’s Placement Agent in connection with the Offering. The Company
agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Offering and agreed to reimburse
the Placement Agent $65,000 for its expenses.
The issuance of the Notes
pursuant to the Purchase Agreements was made pursuant to the exemption from the registration requirements under the Securities Act available
to the Company under Section 4(a)(2) and/or Regulation D promulgated thereunder due to the fact the offering of the Notes did not involve
a public offering of securities.
The foregoing summaries
of the Purchase Agreements and Notes do not purport to be complete and are subject to, and qualified in its entirety by, the full text
of the forms of the Purchase Agreements and Notes which are filed as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K, respectively
and are incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The information set forth
under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and
sold the Notes to the Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) and Regulation 506(b) under
the Securities Act of 1933, as amended.
Item 8.01. Other Information.
On March 12, 2026, the
Company issued a press release announcing the closing of the offering described above. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth
in this Item 8.01, including Exhibit 99.1, 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 it 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
The following exhibits
are filed herewith:
Exhibit No.
Description
4.1
Form of Senior Convertible Promissory Notes, dated March 11, 2026
10.1*
Form of Securities Purchase Agreement, dated March 11, 2026, between Tenon Medical, Inc. and Purchasers (incorporated by reference to the exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 17, 2026)
99.1
Press release issued by Tenon Medical, Inc. dated March 12, 2026 (incorporated by reference to the exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 17, 2026)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and similar attachments
have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any omitted schedule
or attachment to the SEC upon request.
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: August 26, 2026
TENON MEDICAL, INC.
(Registrant)
By:
/s/ Steven M. Foster
Name:
Steven M. Foster
Title:
Chief Executive Officer and President
3
EX-4.1 — FORM OF SENIOR CONVERTIBLE PROMISSORY NOTES, DATED MARCH 11, 2026
EX-4.1
Filename: ea030343501ex4-1.htm · Sequence: 2
Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITIES INTO
WHICH THIS SECURITY IS CONVERTIBLE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE
DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), STEVEN M. FOSTER, A REPRESENTATIVE OF THE COMPANY
HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION
DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). MR. FOSTER MAY BE REACHED AT TELEPHONE NUMBER (408) 649-5760.
Original Issue Date: March [●], 2026
Original Principal Amount: $[●]
Purchase Price: $●1
ORIGINAL
ISSUE DISCOUNT
senior
CONVERTIBLE PROMISSORY NOTE
DUE
SEPTEMBER __, 20262
THIS ORIGINAL ISSUE DISCOUNT
SENIOR CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Tenon Medical, Inc., a Delaware corporation
(the “Company” or the “Borrower”), having its principal place of business at 104 Cooper Court, Los
Gatos, CA 95032, designated as its Original Issue Discount Senior Convertible Promissory Note due September __, 2026 (the “Note”).
FOR VALUE RECEIVED, the Company
promises to pay to ________________, or its registered assigns (the “Holder”), or shall have paid pursuant to the terms
hereunder, the principal sum of $[●] and any other sums due hereunder
on September __, 2026 or on December __, 2026, if the Company provides notice that it has extended the maturity date of the Note (the
“Maturity Date”), or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and
to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions
hereof. This Note is subject to the following additional provisions:
1 20% OID
2 6 mo. From Issue Date
Section 1. Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall
have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:
“Bankruptcy
Event” means any of the following events: (a) the Company or any Subsidiary commences a case or other proceeding under any bankruptcy,
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction
relating to the Company or any Subsidiary, (b) there is commenced against the Company or any Subsidiary any such case or proceeding that
is not dismissed within 60 days after commencement, (c) the Company or any Subsidiary is adjudicated insolvent or bankrupt or any order
of relief or other order approving any such case or proceeding is entered, (d) the Company or any Subsidiary suffers any appointment of
any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after
such appointment, (e) the Company makes a general assignment for the benefit of creditors, (f) the Company or any Subsidiary calls a meeting
of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company or any Subsidiary,
by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate
or other action for the purpose of effecting any of the foregoing.
“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which the New York Federal Reserve Bank is closed.
“Buy-In”
shall have the meaning set forth in Section 4(c)(v).
“Change
of Control Transaction” means the occurrence after the date hereof of any of the following: (a) an acquisition after the date
hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess
of fifty percent (50%) of the voting securities of the Company (other than by means of conversion or exercise of the Note), (b) the Company
merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect
to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty-one percent (51%) of the
aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially
all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than fifty-one
percent (51%) of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or
within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those
individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of
the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of
Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or
by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.
-1-
“Conversion
Date” shall have the meaning set forth in Section 4(a).
“Conversion
Price” shall have the meaning set forth in Section 4(b).
“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.
“Distribution”
shall have the meaning set forth in Section 5(c).
“Equity
Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled
to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated
damages and other amounts owing to the Holder in respect of this Note, (c) the Common Stock is trading on a Trading Market and all of
the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes,
in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (d) there
is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares
issuable pursuant to the Transaction Documents, (e) there is no existing Event of Default or no existing event which, with the passage
of time or the giving of notice, would constitute an Event of Default, (f) there has been no public announcement of a pending or proposed
Fundamental Transaction or Change of Control Transaction that has not been consummated, and (g) the Holder is not in possession of any
information provided by the Company that constitutes, or may constitute, material non-public information.
“Event
of Default” shall have the meaning set forth in Section 6(a).
“Financing
Transaction” means any transaction or series of related transactions pursuant to which the Company issues or sells any equity
securities, debt securities (including convertible or exchangeable securities) or any securities exercisable for or convertible into equity
or debt securities, in each case for cash consideration, including any equity line, at-the-market sales agreement, SAFE, warrant exercise
(cash), registered direct offering, PIPE, private placement or public offering.
“Interest
Accrual Amount” means with respect to the calculation of the Required Pre-payment Amount at any time, the product of (A) 0.20
divided by 180 multiplied by the number of days that have occurred between the Original Issuance Date and the closing of the applicable
Financing Transaction and (B) the applicable Loan Reduction Ament.
-2-
“Late Fees”
shall have the meaning set forth in Section 2(d).
“Mandatory
Default Amount” means either, at the Holder’s discretion (i) the conversion of the outstanding principal amount of this
Note, and, at the Holder’s election, all accrued and unpaid interest hereon, converted at the Conversion Price, or (ii) the payment
of 110% of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to, for both (i) and (ii)
above, the payment in cash of all other amounts, costs, expenses and liquidated damages due in respect of this Note. In the event the
Holder makes the election described in (i) above but does not elect to receive Conversion Shares in respect of all accrued and unpaid
interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date the Conversion Shares
are required to be delivered to the Holder.
“Net Proceeds”
means the gross cash proceeds actually received by the Company from a Financing Transaction, net of customary and documented underwriting
discounts and commissions, placement agent fees, and reasonable out-of-pocket transaction expenses paid to unaffiliated third parties.
“New York
Courts” shall have the meaning set forth in Section 8(d).
“Note Register”
shall have the meaning set forth in Section 2(c).
“Notice
of Conversion” shall have the meaning set forth in Section 4(a).
“Original
Issue Date” means the date of the first issuance of the Note, as set forth on the first page hereof, regardless of any transfers
of any Note and regardless of the number of instruments which may be issued to evidence such Note.
“Purchase
Agreement” means the Securities Purchase Agreement, dated as of March [ ], 2026 among the Company and the original Holder, as
amended, modified or supplemented from time to time in accordance with its terms.
“Purchase
Rights” shall have the meaning set forth in Section 5(c).
“Required
Minimum” means, as of any date, the number of shares of Common Stock that equals the aggregate number of shares of Common Stock
as shall be issuable (taking into account the adjustments of Section 5) upon the conversion of the then outstanding principal amount
of this Note and all other Notes issued on the date hereof and payment of interest hereunder. The initial reserve shall be _________ shares
of Common Stock.
“Required
Pre-payment Amount” means for any Financing Transaction, an amount equal to the difference of (A) the product of (x) 15% of
the Net Proceeds for such Financing Transaction multiplied by (y) the percentage obtained by dividing (1) the Original Principal Amount
of the Note by (2) the aggregate initial principal balance of the Company’s Original Issue Discount Senior Convertible Promissory
Notes due on September [ ], 2026 (such product being referred to herein as (the “Loan Reduction Amount”) minus (B) the difference
of (x) (1) the Loan Reduction Amount multiplied by (2) 0.2 minus (y) the product of (1) the Loan Reduction Amount multiplied by (2) the
Interest Accrual Amount.
“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).
-3-
Section 2. Principal
and Interest.
a) On September
__, 2026, the Company shall either (i) pay the outstanding principal amount of the Note; (ii) provide written notice to the Holder that
it will pay the outstanding principal amount of the Note within 5 Business Days of the Maturity Date or (iii) provide written notice to
the Holder that it has extended the Maturity Date for three months (such three month period being referred to herein as the “Extension
Period”). Notwithstanding anything contained herein to the contrary compliance with clause (ii) of this Section 2(a) shall not be
an Event of Default as long as the Note is repaid within such 5 Business Day time period. Upon the commencement of the Extension Period,
the principal amount of the Note shall be increased by 5%.
b) Upon the occurrence
of an Event of Default and continuing until such Event of Default is cured or remedied, the Company shall pay interest to the Holder on
the aggregate unconverted and then outstanding principal amount of this Note at the rate of ten percent (10%) per annum and the Company
shall be required to provide the Holder 5 Business Day’s notice in writing prior to any principal repayment of the Note.
c) Interest Calculations.
Interest shall be calculated on the basis of an actual 360-day year, and shall accrue daily commencing on the Original Issue Date until
payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which
may become due hereunder, has been made. Interest shall cease to accrue with respect to any principal amount converted, provided that,
the Company actually delivers the Conversion Shares within the time period required by Section 4(c)(ii) herein. Interest hereunder
will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of
this Note (the “Note Register”).
Section 3. Registration
of Transfers and Exchanges.
a) Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.
b) Investment
Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase
Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities
laws and regulations.
c) Reliance on
Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat
the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected
by notice to the contrary. The Company shall update the Note Register to reflect permitted transferees and assignees of the Note.
-4-
Section 4. Conversion and
Redemption.
a) At any time after
the six month anniversary of the Original Issue Date, this Note shall be convertible, in whole or in part, into shares of Common Stock
at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d)
hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto
as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note, and amount
of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice
of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender
this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted.
Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable
conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s).
The Company may deliver an objection to any Notice of Conversion within two Business Days of delivery of such Notice of Conversion, stating
the basis of such objection and citing the relevant Section of the Note upon which such objection is based. In the event of any dispute
or discrepancy, the Company and the Holder shall work to resolve such dispute or discrepancy to the mutual satisfaction of both parties.
The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph,
following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated
on the face hereof.
b) Conversion
Price. Except as expressly set forth herein, the conversion price in effect on any Conversion Date shall be equal to 80% of the VWAP
for the three (3) Trading Days immediately prior to the date of conversion, subject to adjustment hereunder (the “Conversion
Price”). Notwithstanding the foregoing, the Conversion Price shall not be less than $0.1567 per share (subject to adjustment
for splits, consolidations or other adjustments to the like) (“Floor Price”).
c) Mechanics
of Conversion.
i. Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be
determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted by (y) the Conversion
Price.
-5-
ii. Delivery of
Certificate Upon Conversion. Not later than one (1) Trading Day after each Conversion Date (the “Share Delivery Date”),
the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares
representing the number of Conversion Shares being acquired upon the conversion of this Note and (B) a bank check in the amount of accrued
and unpaid interest (unless the Holder has elected to receive Conversion Shares for the accrued and unpaid interest).
iii. Failure to
Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed
by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time
on or before its receipt of such certificate or certificates, to rescind such Notice of Conversion, ab initio, in which event the Company
shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the
Common Stock certificates issued to such Holder pursuant to the rescinded Notice of Conversion.
iv. Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of
this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to
enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder
or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the
issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of
any such action the Company may have against the Holder. If the Company fails for any reason to deliver to the Holder such certificate
or certificates pursuant to Section 4(c)(ii) by the 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 principal amount being converted $5 per Trading Day (increasing to $10 per Trading Day
on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each
Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall
limit the Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof for the Company’s
failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise
of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable
law.
-6-
v. Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if
the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section
4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm 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 Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to
or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions)
for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled
to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation
was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a
principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or
deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery
requirements under Section 4(c)(ii). 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 conversion of this Note with respect to which the actual sale price of the Conversion Shares
(including any brokerage commissions) giving rise to such purchase obligation was a total 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 certificates
representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.
vi. Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock a number of shares of Common Stock at least equal to 200% of the Required Minimum (to be adjusted
monthly) for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided,
free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of
the Note). The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly
issued, fully paid and nonassessable.
vii. Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction
of a share which the Holder would otherwise be entitled to purchase upon such conversion, 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 Conversion Price or round up
to the next whole share.
-7-
viii. Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge
to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates,
provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company
shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall
have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.
d) Holder’s
Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert
any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the
Holder (together with the Holder’s Affiliates, and any 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 conversion of this Note or any
portion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which
are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of
its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company 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
4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether
this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and
the portion of principal amount (and accrued but unpaid interest) of this Note that is convertible shall be in the sole discretion of
the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may
be converted (in relation to other securities owned by the Holder together with any Affiliates) and the portion of principal amount of
this Note (and, if applicable, accrued and unpaid interest) that is convertible, in each case subject to the Beneficial Ownership Limitation.
To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion
that such Notice of Conversion has not violated the restrictions set forth in this paragraph 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 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice
delivered by the Company or the Company’s transfer agent to the Holder setting forth the number of shares of Common Stock outstanding.
Upon the written or oral request of the Holder, the Company shall within one 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 Note, 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% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon
conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue
to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein 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 Note.
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e) Principal
Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the
terms of this Note (taken together with the issuance of such shares upon the exercise of any securities convertible or exercisable into
Common Stock that are issued in connection with this Note (“Related Securities”)) if the issuance of such shares of
Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Notes or otherwise
pursuant to the terms of this Note or Related Securities (as the case may be) without breaching the Company’s obligations under
the rules or regulations of The Nasdaq Stock Market (the number of shares which may be issued without violating such rules and regulations,
including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except
that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable
rules of The Nasdaq Stock Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from
counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder. Until such approval
or such written opinion is obtained, Holder shall not be issued in the aggregate, upon conversion or exercise (as the case may be) of
any Notes or any Related Securities or otherwise pursuant to the terms of the Notes or any Related Securities, shares of Common Stock
in an amount greater than the Exchange Cap. If, due to the Company’s failure to obtain the approval of its stockholders as required
by the applicable rules of The Nasdaq Stock Market, the Company is prohibited from issuing shares of Common Stock pursuant to this Section
4(e) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such portion of this
Note convertible into such Exchange Cap Shares at a price equal to the product of (x) such number of Exchange Cap Shares multiplied
by (y) the closing bid price as reported by the principal Trading Market on the day before the Conversion Date (collectively, the “Exchange
Cap Share Cancellation Amount”).
f) Prepayment.
The Company may, at any time, prepay all or any such portion of the Note by paying to the Holder an amount equal to one hundred two and
one-half percent (102.5%) of the outstanding principal amount of this Note being prepaid, plus all accrued and unpaid interest thereon
and any other amounts then owing under this Note. With respect to any principal amount of this Note plus any amount of accrued and unpaid
interest (if any) thereon included in a Conversion Notice that has been delivered, the Company may prepay such amount in cash on or prior
to the applicable Share Delivery Date.
g) Mandatory
Repayment from Proceeds. At any time and from time to time during the term of this Note, upon the consummation by the Company of any
Financing Transaction, the Company shall pay the Holder the Required Pre-payment Amount and as a result of such payment the principal
amount of the Note shall be reduced by the applicable Loan Reduction Amount. The Company shall make such payment to the Holder no later
than two (2) Business Days following receipt of Net Proceeds
Section 5. Certain
Adjustments.
a) Stock Dividends
and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of
doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Note), (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split)
outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the
Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event,
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made
pursuant to this Section 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.
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b) [Reserved]
c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) and Section 5(b) above, if at any time the
Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to 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 conversion of this Note (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, 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).
d) Pro Rata Distributions.
During such time as this Note 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 Note,
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 Note (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, 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).
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e) Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company effects any merger or consolidation of the Company with
or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of
related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects
any reclassification 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 (in any such case, a “Fundamental Transaction”), then, upon
any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable
upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash
or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of 1 share of Common Stock (the “Alternate Consideration”). For purposes
of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of 1 share of Common Stock in such Fundamental Transaction, and the
Company shall apportion the Conversion 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 conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent
with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of
any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity
to comply with the provisions of this Section 5(e) and insuring that this Note (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
f) Calculations.
All calculations under this Section 5 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 5, 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 any treasury shares of the Company) issued and outstanding.
-11-
g) Notice to
the Holder.
i. Adjustment to
Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall
promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.
ii. Notice to Allow
Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock,
(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize
the granting to all holders of the Common Stock of 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 is a party, any sale or transfer of all or substantially all of
the assets of the Company, 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 filed at each office or agency maintained for the purpose of conversion of this Note,
and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar
days prior to the applicable record or effective date hereinafter specified (or such shorter period as is reasonably possible, but not
less than ten (10) calendar days, if twenty (20) calendar days is not reasonably possible), 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, or the date on which the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company was authorized, 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 any such reclassification, consolidation,
merger, sale, transfer, share exchange, or voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,
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 hereunder 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 or if it is not subject to the reporting requirements of the Commission, a press release. The
Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective
date of the event triggering such notice except as may otherwise be expressly set forth herein.
-12-
Section 6. Events
of Default.
a) “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event
shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):
i. any default in
the payment of (A) the principal amount of the Note or (B) interest, liquidated damages and other amounts owing to the Holder on the Note,
as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise),
which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within three (3) Trading
days;
ii. the Company shall
fail to observe or perform any other covenant or agreement contained in the Note (other than a breach by the Company of its obligations
to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below) which failure is not
cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such failure sent by the Holder to
the Company and (B) ten (10) Trading Days after the Company has become or should have become aware of such failure;
iii. a breach, default,
event of default or the failure observe or perform any covenant or agreement (subject to any grace or cure period provided in the applicable
agreement, document or instrument) shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease,
document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (v) below);
iv. the Company experiences
a Material Adverse Effect;
v. any representation
or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any other report,
financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect
(or, to the extent such representation or warranty is qualified by materiality or Material Adverse Effect, in any respect) as of the date
when made or deemed made;
vi. the Company or
any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring
agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed
money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000, whether
such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise become due and payable;
-13-
vii. the Company or
any Subsidiary shall be subject to a Bankruptcy Event;
viii. (A) the Common
Stock shall not be eligible for listing or quotation for trading, or has been suspended from listing or quotation, on its Principal Market
and shall not resume listing or quotation for trading thereon or on any other Trading Market within three (3) Trading Days, (B) the transfer
of shares of Common Stock through the Depository Trust Company System is no longer available or “chilled”, or (C) the Company’s
failure to comply with any rules or regulations of its Principal Market;
ix. the Company shall
be a party to any Change of Control Transaction or shall agree to sell or dispose of all or in excess of fifty percent (50%) of its assets
in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction);
x. the Company shall
fail for any reason to deliver certificates to the Holder prior to the fifth Trading Day after a Conversion Date or the Company shall
provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests
for conversions of the Note in accordance with the terms hereof;
xi. the Company fails
to be in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);
xii. the occurrence
of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Borrower or any Subsidiary having
an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually or in the aggregate, and any such levy,
seizure or attachment shall not be set aside, bonded or discharged within forty-five (45) days after the date thereof;
xiii. any monetary
judgment, writ or similar final process shall be entered or filed against the Company, any Subsidiary or any of their respective property
or other assets for more than $500,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed
for a period of forty-five (45) calendar days;
xiv. the
Company shall enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole
or in part, Section 3(a)(l0) of the Securities Act;
xv. [Reserved];
xvi. any
attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance,
or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower,
to the Holder or its successors and assigns, which is not immediately cured by Borrower’s public disclosure of such information
on that same date.
xvii. the
Company fails to obtain Stockholder Approval on or before September 1, 2026.
-14-
b) Remedies Upon
Event of Default. If any Event of Default occurs, at the Holder’s election (i) the outstanding principal amount of this Note,
plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall
become immediately due and payable in cash pursuant to clause (ii) of the definition of Mandatory Default Amount, or (ii) the outstanding
principal amount of this Note, and, if elected by the Holder, all accrued and unpaid interest hereon, shall be converted into share of
Common Stock at the Conversion Price pursuant to clause (i) of the definition of Mandatory Default Amount. In the event the Holder makes
the election described in clause (ii) of this Section above, but does not elect to receive Conversion Shares in respect of all accrued
and unpaid interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date the Conversion
Shares are required to be delivered to the Holder. Commencing on the occurrence of any Event of Default and for as long an Event of Default
is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at a rate equal to 10% per annum. Upon
the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In
connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of
its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and
annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time,
if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon. No such rescission or annulment shall affect any subsequent Event of Default
or impair any right consequent thereon. The Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’
fees.
Section 7 Negative Covenants.
As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, the Company
shall not, and shall not permit any of its subsidiaries (whether or not a Subsidiary on the Original Issue Date) to, directly or indirectly:
a) except for Permitted Indebtedness,
enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited
to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income
or profits therefrom;
b) except for Permitted Liens,
enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned
or hereafter acquired or any interest therein or any income or profits therefrom;
-15-
c) amend its charter documents,
including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights
of the Holder;
d) except for Permitted Indebtedness,
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common
Stock Equivalents other than as to (i) the Conversion Shares as permitted or required under the Transaction Documents and (ii) repurchases
of Common Stock or Common Stock Equivalents of departing officers and directors of the Company, provided that such repurchases shall not
exceed an aggregate of $100,000 for all officers and directors during the term of this Note;
e) repay, repurchase or offer
to repay, repurchase or otherwise acquire any Indebtedness, other than the Liabilities, and other than regularly scheduled principal and
interest payments of Permitted Indebtedness as such terms are in effect as of the Original Issue Date, provided that such payments shall
not be permitted if, at such time, or after giving effect to such payment, any Event of Default exist or occur; provided that neither
the Company nor any of its Subsidiaries shall make any cash payment in respect of the Indebtedness, until the full and final payment in
cash of the Liabilities;
f) pay cash dividends or
distributions on any equity securities of the Company;
g) enter into any transaction
with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction
is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even if less
than a quorum otherwise required for board approval);
h) sell, lease or otherwise
dispose of any significant portion of its assets or acquire any assets or business on or after the Original Issue Date;
i) make or suffer to exist
any Investments using any proceeds from the Holder or any of its Affiliates (including without limitation, loans and advances to, and
other Investments in, Subsidiaries), or commitments therefor, or to become or remain a partner in any partnership or joint venture;
j) create or reclassify any
security senior to, or par-passu with, the Note;
k) use any proceeds from
the Holder or any of its Affiliates to pay any liquidated damages, penalties, fees or other amounts that may be due and payable under
the Note;
l) enter into any agreement
with respect to any of the foregoing.
-16-
Section 8. Miscellaneous.
a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice
of Conversion, shall be in writing and delivered personally, by facsimile, electronic mail or sent by a nationally recognized overnight
courier service, addressed to the Company, at the facsimile number, email address or mailing address set forth on its signature page hereto,
or such other facsimile number, electronic mail or address as the Company may specify for such purposes by notice to the Holder delivered
in accordance with this Section 8(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder
shall be in writing and delivered personally, by electronic mail, by facsimile, or sent by a nationally recognized overnight courier service
addressed to the Holder at the email address, facsimile number or address of the Holder appearing on the books of the Company, or if no
such email address or facsimile number or address appears on the books of the Company, at the principal place of business of such Holder,
as set forth in the Purchase Agreement, or such other facsimile number, electronic mail or address as the Holder may specify for such
purposes by notice to the Company delivered in accordance with this Section 8(a). Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered
via electronic mail or facsimile prior to 5:30 p.m. (New York City time) on any Trading Day, (ii) the next Trading Day after the date
of transmission, if such notice or communication is delivered via electronic mail or facsimile on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.
b) Absolute Obligation.
Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and
rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu
with all other Notes now or hereafter issued under the terms set forth herein.
c) Lost or Mutilated
Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the
principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction
of such Note, and of the ownership hereof, reasonably satisfactory to the Company.
-17-
d) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed exclusively
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan
(the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York
Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts,
or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of
this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees
and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
e) Waiver.
Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to
insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party
of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver
by the Company or the Holder must be in writing.
f) Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall
be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate
of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying
all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.
-18-
g) Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and
consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there
shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein
with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and
shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for
any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder
shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach,
without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information
and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the
terms and conditions of this Note.
h) Next Business
Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.
i) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect
any of the provisions hereof.
(Signature Pages Follow)
-19-
IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.
TENON MEDICAL INC.
By:
Name:
Title:
Mailing Address for Notices:
Email Address for delivery of Notices:
Facsimile No. for delivery of Notices:
-20-
ANNEX A - NOTICE OF CONVERSION
The undersigned hereby elects
to convert principal (and, if applicable, accrued and unpaid interest) under the Original Issue Discount Senior Convertible Promissory
Note due September __, 2026 of Tenon Medical, Inc., a Delaware Corporation (the “Company”), into shares of common stock
(the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of
Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.
No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
By the delivery of this Notice
of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts
specified under Section 4(d) and Section 4(e) of this Note, as determined in accordance with such Section.
The undersigned agrees to
comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid
shares of Common Stock.
Conversion Information
Date to Effect Conversion: __________________________________________
Outstanding Principal Before Conversion: __________________________________________
Outstanding Interest Before Conversion: __________________________________________
Principal Amount of Note to be Converted: __________________________________________
Interest Amount of Note to be Converted: __________________________________________
Conversion Price Calculations:
Total Shares of Common Stock to be Issued:
Outstanding Principal After Conversion: __________________________________________
Outstanding Interest After Conversion: __________________________________________
DWAC Instructions
Physical Delivery
Broker:
Issue to:
DTC#:
Address:
Account:
Account Name:
Entity Name:
Signatory Name:
Title:
Signature:
-21-
Schedule 1
CONVERSION SCHEDULE
This Original Issue Discount Senior Convertible
Promissory Note due on September __, 2026 in the original principal amount of $_________ is issued by Tenon Medical, Inc., a Delaware
corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.
Dated:
Date of Conversion
(or for first entry,
Original Issue Date)
Amount of
Conversion
Aggregate Principal Amount Remaining
Subsequent
to Conversion
(or original Principal Amount)
Company
Attest
-22-
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This Current Report on Form 8-K/A (this “Amendment”) amends and restates in its entirety the Current Report on Form 8-K filed
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2026 (the “Original Report”). This Amendment amends the Original Report solely to: (i) correct the aggregate principal amount
of the Notes from $4.3 million to $5.16 million, (ii) replace Exhibit 4.1 with a form of the Note that has correct floor price of $0.1567.
Other than such changes to the Original Report described above, there are no other changes to the Original Report.
Document Period End Date
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