Form 8-K

8-K — Tenon Medical, Inc.

Accession: 0001213900-26-095686

Filed: 2026-08-31

Period: 2026-08-27

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 — ea0303883-8k_tenon.htm (Primary)

EX-1.1 — PLACEMENT AGENCY AGREEMENT DATED AUGUST 27, 2026 (ea030388301ex1-1.htm)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea030388301ex4-1.htm)

EX-4.2 — FORM OF SERIES A WARRANT (ea030388301ex4-2.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea030388301ex10-1.htm)

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT (ea030388301ex10-2.htm)

EX-99.1 — PRESS RELEASE ISSUED BY TENON MEDICAL, INC. DATED AUGUST 28, 2026 (ea030388301ex99-1.htm)

EX-99.2 — PRESS RELEASE ISSUED BY TENON MEDICAL, INC., DATED AUGUST 31, 2026 (ea030388301ex99-2.htm)

GRAPHIC (ea030388301_ex99-1img1.jpg)

GRAPHIC (ea030388301_ex99-2img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-08-27

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2026-08-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 27, 2026

TENON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41364

45-5574718

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

104 Cooper Court

Los Gatos, CA

95032

(Address of principal executive offices)

(Zip Code)

(408) 649-5760

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

TNON

The Nasdaq Stock Market LLC

Warrants

TNONW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive

Agreement.

On August 27, 2026, Tenon

Medical, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)

with an institutional investor (the “Purchaser”) for the issuance and sale in a private placement (the “Private

Placement”) of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 597,610

shares (the “Pre-Funded Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common

Stock”), at a purchase price of $5.019 per Pre-Funded Warrant, and (ii) Series A warrants to purchase up to an aggregate of

1,058,517 shares of Common Stock (the “Series A Warrants,” and the shares issuable upon exercise thereof, the “Series

A Warrant Shares”). The Private Placement closed on August 31, 2026. The Company received gross proceeds of $2,999,404.59 (which

does not include $597.61 that the Company may receive from the Purchaser upon exercise of the Pre-Funded Warrants) from the Private Placement.

Each Series A Warrant

has an exercise price of $5.02 per share. The Series A Warrants are immediately exercisable and will expire five (5) years from issuance.

A holder may not exercise any portion of the Series A Warrants to the extent the Purchaser would own more than 4.99% of the outstanding

Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to the Series A Warrants to a

percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.

The Pre-Funded Warrants

are immediately exercisable and may be exercised at a nominal exercise price of $0.001 per share of Common Stock at any time until all

of the Pre-Funded Warrants are exercised in full. A holder may not exercise any portion of the Pre-Funded Warrants to the extent the Purchaser

would own more than 9.99% of the outstanding Common Stock immediately after exercise.

WallachBeth Capital LLC

(the “Placement Agent”) served as the Company’s exclusive placement agent in connection with the Private Placement,

pursuant to that certain placement agency agreement, dated as of August 27, 2026, between the Company and Placement Agent (the “Placement

Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee of 7% of

the aggregate gross proceeds raised in the Private Placement and agreed to reimburse the Placement Agent for certain expenses and legal

fees.

The Placement Agency

Agreement and the Purchase Agreement contain customary representations and warranties, agreements and obligations, conditions to closing

and termination provisions.

In connection with the

Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”),

dated as of August 31, 2026, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with

the Securities and Exchange Commission (the “SEC”) registering the resale of the Pre-Funded Warrant Shares and the

Series A Warrant Shares no later than 15 days after the date of the Registration Rights Agreement, and to use best efforts to have the

registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date

of the Registration Rights Agreement (or 75 days following the date of the Registration Rights Agreement in the event of a “full

review” by the SEC).

The Private Placement

closed on August 31, 2026. The Company intends to use the net proceeds received from the Private Placement for repayment of certain debt,

working capital and general corporate purposes.

The foregoing descriptions

of terms and conditions of the Placement Agency Agreement, the Purchase Agreement, the Pre-Funded Warrants, the Series A Warrants, and

the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the

Placement Agency Agreement, the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Series A Warrant, and the form

of the Registration Rights Agreement, which are attached hereto as Exhibits 1.1, 10.1, 4.1, 4.2, and 10.2, respectively.

Item 3.02 Unregistered

Sales of Equity Securities.

The information contained

in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Neither the issuance of the Pre-Funded Warrants,

the Series A Warrants, or the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities

Act of 1933, as amended (the “Securities Act”) or any state securities laws. The issuance of the Pre-Funded Warrants

and the Series A Warrants were and the shares of Common Stock issuable upon the exercise thereof will be issued in reliance on the exemptions

from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

Item 8.01 Other Events.

On August 28, 2026, the

Company issued a press release announcing the pricing of the Private Placement. A copy of this press release is attached hereto as Exhibit

99.1 and is incorporated herein by reference.

On August 31, 2026, the

Company issued a press release announcing the closing of the Private Placement. A copy of this press release is attached hereto as Exhibit

99.2 and is incorporated herein by reference.

The information set forth

in this Item 8.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by

specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this Current

Report on Form 8-K:

Exhibit

Description

1.1

Placement

Agency Agreement dated August 27, 2026

4.1

Form

of Pre-Funded Warrant

4.2

Form

of Series A Warrant

10.1*

Form

of Securities Purchase Agreement

10.2*

Form

of Registration Rights Agreement

99.1

Press

Release issued by Tenon Medical, Inc. dated August 28, 2026

99.2

Press Release issued by Tenon Medical, Inc., dated August 31, 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.

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 31, 2026

TENON MEDICAL, INC.

(Registrant)

By:

/s/ Steven M. Foster

Name:

Steven M. Foster

Title:

Chief Executive Officer and President

EX-1.1 — PLACEMENT AGENCY AGREEMENT DATED AUGUST 27, 2026

EX-1.1

Filename: ea030388301ex1-1.htm · Sequence: 2

Exhibit 1.1

PLACEMENT AGENCY AGREEMENT

August 27, 2026

Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

Ladies and Gentlemen:

Subject to the terms and conditions herein (this

“Agreement”), Tenon Medial, Inc., a Delaware corporation (the “Company”), hereby agrees to sell

up to an aggregate of $3,000,000 of unregistered securities of the Company, consisting of (i) shares of the Company’s common stock

(the “Shares”) par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants issued

in lieu of Shares to certain Investors (the “Pre-Funded Warrants”) to purchase shares of Common Stock (the “Pre-Funded

Warrant Shares”), (iii) Series A common stock purchase warrants (the “Common Warrants”) to purchase shares

of Common Stock to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Common Warrants, the “Warrant

Shares” and, together with the Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Common Warrants and the Warrant

Shares, the “Securities”) directly to various investors (each, an “Investor” and, collectively,

the “Investors”) through WallachBeth Capital LLC as placement agent (the “Placement Agent”). The

documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without

limitation, a securities purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration

Rights Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase price

to the Investors for each Share is $5.02 and $5.019 for each Pre-Funded Warrant (equal to the price per Share less the exercise price

of $0.001 per Pre-Funded Warrant Share). Each Investor will receive (i) Common Warrants exercisable for 150% of the number of Shares (and/or

Pre-Funded Warrant Shares) purchased by such Investor plus an additional [*] Shares at an exercise price of $5.02 per share. The Placement

Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering. Capitalized

terms used and not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement.

The Company hereby confirms its agreement

with the Placement Agent as follows:

Section 1. Agreement to Act as Placement

Agent.

(a) On the basis

of the representations, warranties, and agreements of the Company herein contained, and subject to all the terms and conditions of this

Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the Securities

(the “Offering”) pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of

1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation

D promulgated thereunder (“Regulation D”), to be subject to market conditions and negotiations between the Company,

the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best-efforts basis and the Company agrees

and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective

Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite

or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the

Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any offer

to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer,

in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall

be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”).

The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company

shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement

Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its

clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to

the Placement Agent the fees and expenses set forth below:

(i) Cash Fee.

A cash fee (the “Cash Fee”) equal to seven percent (7.0%) of the gross proceeds from the sale of Securities

at the Closing by deduction from the proceeds thereof.

(ii) Expenses.

The Company agrees to reimburse the Placement Agent’s expenses up to a maximum of Seventy Thousand Dollars ($65,000) payable immediately

upon the Closing of the Offering.

(b) The term of

the Placement Agent’s engagement will be until the earlier of (i) the final closing of the Offering and (ii) a party hereto terminating

the engagement with respect to itself upon ten (10) days written notice to the other parties. Notwithstanding anything to the contrary

contained herein, the provisions concerning confidentiality, indemnification, and contribution contained herein and the Company’s

obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s

obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section

1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or termination of this Agreement.

Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze,

invest in, or engage in investment banking, financial advisory, or any other business relationship with Persons (as defined below) other

than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated, or unincorporated

association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other

entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries,

controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the

Securities Act. The rules and regulations of the United States Securities and Exchange Commission (the “Commission”)

promulgated under the Securities Act are referred to as (the “Rules and Regulations”).

Section 2. Representations,

Warranties and Covenants of the Company. The Company hereby represents, warrants, and covenants to the Placement Agent as of the date

hereof, and as of each Closing Date, as follows:

(a) Authorization; Enforcement.

The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the

consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company

and no further action is required by the Company, the Company’s Board of Directors (the “Board of Directors”)

or the Company’s stockholder in connection therewith other than in connection with the Required Approvals. This Agreement has been

duly executed by the Company and, when delivered in accordance with the terms hereof, assuming due authorization, execution, and delivery

by the Placement Agent, will constitute the legal, valid, and binding obligation of the Company enforceable against the Company in accordance

with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium,

and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to

the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

-2-

(b) No Conflicts. The

execution, delivery, and performance by the Company of this Agreement and the issuance and sale of the Securities and the consummation

by it of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any

provision of the Company’s amended and restated certificate of incorporation, amended and restated bylaws or other organizational

or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become

a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights

of termination, amendment, acceleration, or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility,

debt, or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company is a party

or by which any property or asset of the Company is bound or affected, or (iii) assuming the accuracy of the representations and warranties

of the Placement Agent set forth in Section 3 hereof and subject to the Required Approvals, conflict with or result in a violation of

any law, rule, regulation, order, judgment, injunction, decree, or other restriction of any court or governmental authority to which the

Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is

bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in

a Material Adverse Effect.

certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent shall be deemed

to be a representation and warranty by the Company (and not in such officer’s personal capacity) to the Placement Agent as to the

matters set forth therein.

(d) Reliance. The Company

acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and warranties and

hereby consents to such reliance.

(e) Private Placement;

No General Solicitation. No General Solicitation. Assuming the accuracy of the Investors’ representations and warranties set

forth in Purchase Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company

to the Investors as contemplated hereby. The issuance and sale of the Securities pursuant to the Transaction Documents does not contravene

the rules and regulations of the Trading Market. Neither the Company nor any Person acting on behalf of the Company has offered or sold

any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only

to the Investors and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(f) No Investment Company

Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof, will not be, required

to register as an “investment company,” as defined in and pursuant to the Investment Company Act of 1940, as amended.

(g) Representations and

Warranties Incorporated by Reference. Each of the representations and warranties (together with any related disclosure schedules thereto)

made by the Company to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated herein)

and is hereby made to, and in favor of, the Placement Agent.

-3-

Section 3. Representations

of the Placement Agent.

The Placement Agent represents

and warrants that it (i) is a member in good standing of FINRA, (ii) is a broker/dealer registered under the Exchange Act, (iii) is licensed

as a broker/dealer under the laws of the United States of America and the securities acts of each state into which it is making offers

or sales of Securities, applicable to the offers and sales of the Securities by the Placement Agent, (iv) is and will be a corporate body

validly existing under the law of its place of incorporation, (v) has full power and authority to enter into and perform its obligations

under this Agreement, and (vi) the Placement Agent has not, in connection with the Offering, disclosed to any Investors information that

is different from or inconsistent with the information contained in the Transaction Documents. The Placement Agent will immediately notify

the Company in writing of any change in its status with respect to subsections (i) through (vi) above. The Placement Agent covenants that

it will use its reasonable best efforts to conduct the Offering hereunder in compliance with the provisions of this Agreement and the

requirements of applicable law. The Placement Agent is in compliance with all applicable rules and regulations of the Commission and FINRA,

except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of

the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than the Company or its affiliates or any

person acting on its or their behalf, in respect of which no representation is made) has taken nor will take any action that conflicts

with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration

available pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the Securities Act, or knows of any reason why any such exemption

would be otherwise unavailable to it.

Neither the Placement Agent

nor any of the Placement Agents Related Persons (as defined below) are subject to any disqualification event as set forth in Rule 506(d)

of Regulation D (a “Disqualification Event”) as of the date hereof. The Placement Agent has exercised reasonable care

to determine whether any Placement Agent Related Person is subject to such a Disqualification Event. As used herein, “Placement

Agent Related Persons” means any predecessor of the relevant Placement Agent, any affiliated issuer, any director, executive

officer, other officer of the Placement Agent participating in the Offering, any general partner or managing member of the Placement Agent,

any beneficial owner of 20% or more of the Placement Agent’s outstanding voting equity securities, calculated on the basis of voting

power, and any “promoter” (as defined in Rule 405 under the Securities Act) connected with the Placement Agent in any capacity.

The Placement Agent agrees to promptly notify the Company in writing of (1) any Disqualification Event relating to any Placement Agent

Related Person and (2) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent

Related Person.

Section 4. Delivery and

Payment. Each Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. Subject to the terms

and conditions hereof, at each Closing payment of the purchase price for the Securities sold on such Closing Date shall be made by Federal

Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name or names and shall be in

such denominations, as the Placement Agent may each request at least one business day before the time of purchase.

Deliveries of the documents

with respect to the purchase of the Securities, if any, shall be made at such place as shall be agreed upon by the parties. All actions

taken at a Closing shall be deemed to have occurred simultaneously.

Section 5. Covenants and

Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:

(a) Blue Sky

Compliance. If applicable, the Company will reasonably cooperate with the Placement Agent and the Investors in endeavoring to qualify

the Shares and Warrants for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and

the Investors may reasonably request and will make such applications, file such documents, and furnish such information as may be reasonably

required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general

consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided

further that the Company shall not be required to produce any new disclosure document. The Company will, from time to time, prepare

and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long

a period as the Placement Agent may reasonably request for distribution of the Securities. The Company will advise the Placement Agent

promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale,

or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of

any order suspending such qualification, registration, or exemption, the Company shall use its commercially reasonable efforts to obtain

the withdrawal thereof at the earliest possible moment.

-4-

(b) Registration

Statement. As soon as practicable (and in any event within 15 calendar days of the date of this Agreement), the Company shall file

registration statement on Form S-3 providing for the resale by the Purchasers of the Conversion Shares and Warrants.

Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock and Shares.

(d) Additional

Documents. The Company agrees that the Placement Agent may rely upon, and each is a third party beneficiary of, the representations

and warranties, and applicable covenants, set forth in the securities purchase agreements entered into with Investors in the Offering.

(e) No Manipulation

of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted

or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

(f) Acknowledgment.

The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of

Directors of the Company and may not be used, reproduced, disseminated, quoted, or referred to, without the Placement Agent’s prior

written consent.

(g) Announcement

of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement

with the Offering.

(h) Reliance

on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(i) Research

Matters. By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable

or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection

as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable

or any research coverage of the Company. In accordance with FINRA Rule 2241(b)(2), the parties acknowledge and agree that the Placement

Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change

research, a rating or a price target, to the Company or inducement for the receipt of business or compensation. The Company hereby waives

and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to

any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments

may be different from or inconsistent with the views or advice communicated to the Company by the Placement Agent’s investment banking

divisions. The Company acknowledges that the Placement Agent is a full service securities firm and as such from time to time, subject

to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position

in debt or equity securities of the Company.

(j) Subsequent

Equity Sales.

i. From the date hereof until sixty (60) days following the

Effective Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or

proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment

or supplement thereto, in each case other than as contemplated pursuant to the Registration Rights Agreement or filing a registration

statement on Form S-8 in connection with any employee compensation plan.

-5-

ii. From the date hereof until the (6) month anniversary of the

Effective Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or

any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction.

“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities

that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either

(A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of

or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a

conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or

equity security (other than in connection with a stock split or stock dividend or similar event) or upon the occurrence of specified

or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters

into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market”

facility, whereby the Company may issue securities at a future determined price, regardless of whether shares pursuant to such agreement

have actually been issued and regardless of whether such agreement is subsequently canceled; provided, however, that sixty

(60) days after the Effective Date, the entry into and/or issuance of shares of Common Stock in an “at-the-market” facility

shall not be deemed a Variable Rate Transaction. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude

any such issuance, which remedy shall be in addition to any right to collect damages.

iii. Notwithstanding the foregoing, this section shall not apply

in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

iv. Right of First Refusal; Tail.

Until September 30, 2026, the Company

hereby grants a right of first refusal to the Placement Agent to act as lead underwriter or book- running manager or placement agent for

each and every future public and private equity, equity-linked, convertible or debt (excluding commercial bank debt) offerings of the

Company, or any successor to or any subsidiary of the Company until September 30, 2026. If the Placement Agent fails to accept an offer

within ten (10) Business Days after the receipt of a notice containing the material terms of a proposed financing by registered mail or

overnight courier service addressed to the Placement Agent, then the Placement Agent shall have no further claim or right with respect

to the financing proposal contained in such notice. If, however, the terms of such financing proposal are subsequently modified in any

material respect, the preferential right referred to herein shall apply to such modified proposal as if the original proposal had not

been made. The Placement Agent’s failure to exercise its preferential right with respect to any particular proposal shall not affect

its preferential rights relative to future proposals.

Until January 2, 2026, the Placement

Agent will receive a cash fee equal to the Cash Fee and the Placement Agent’s Warrant set forth herein (to the extent allowable

by FINRA) with respect to any sale, warrant inducement, merger, acquisition or other similar transactions (each, a “Transaction”)

occurring with a party that was brought “over-the-wall by the Placement Agent in connection with the Offering.

The term “Transaction”

shall include, without limitation, any investment in (whether in one or a series of transactions) the assets or the capital stock of the

Company, through any proposed merger, consolidation, joint venture or other business/strategic combination with or involving the Company

or any event which results in the transfer of control of or a material interest in the Company or of all or a substantial amount of the

assets thereof, as well as any recapitalization or restructuring of the Company by the current owners, a third party or any combination

thereof, or any other form of transaction which results in the effective acquisition of the principal business and operations of the Company.

-6-

(q) FINRA.

The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is aware that any officer, director,

10% or greater stockholder of the Company or Person that received the Company’s unregistered equity securities in the past 180 days

is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of this Agreement or the

60-day period after the Effective Date.

Section 6. Conditions of

the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations

and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date,

to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each

of the following additional conditions:

(a) Corporate

Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, and the sale, and delivery of the

Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such

counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass

upon the matters referred to in this Section 6.

(b) No Material

Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement Agent’s

sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect.

Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion from Sheppard, Mullin,

Richter & Hampton LLP, counsel to the Company, dated as of such Closing Date, addressed to the Placement Agent and in form and substance

reasonably satisfactory to the Placement Agent.

(d) Officers’

Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing Date,

signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect that, and the Placement Agent shall

be satisfied that:

(i) The representations

and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company has complied

with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date; and

(ii) Subsequent to

the respective dates of the Securities Purchase Agreement, there has not been: (a) any Material Adverse Effect; (b) any transaction that

is material to the Company and the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business;

(c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company

or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any material change in the capital stock (except

changes thereto resulting from the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any

Subsidiary; (e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or

damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained

which has a Material Adverse Effect.

(e) Secretary’s

Certificate. At each Closing Date, the Placement Agent shall have received a certificate of the Company signed by the Secretary or

another authorized officer of the Company, dated such Closing Date certifying on behalf of the Company and not in an individual capacity:

(i) that the amended and restated certificate of incorporation of the Company is true and complete, has not been modified and is in full

force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect

and have not been modified; and (iii) as to the incumbency of the officers of the Company. The documents referred to in such certificate

shall be attached to such certificate.

-7-

(f) Stock Exchange

Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market, and the Company shall

not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under

the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall the Company have received

any information suggesting that the Commission or the Trading Market is contemplating terminating such registration or listing.

(g) Additional

Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information

and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as

contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of

the conditions or agreements, herein contained.

If any condition specified

in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent

by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party

to any other party, except that Section 7 (Payment of Expenses), Section 8 (Indemnification and Contribution), and Section

9 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.

Section 7. Payment of Expenses.

The Company agrees to pay all costs, fees, and expenses incurred by the Company in connection with the performance of its obligations

hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) any filing fees relating to

the registration of the Securities to be sold in the Offering; (ii) any filing fees associated with the review of an Offering by FINRA;

(iii) all fees and expenses relating to the listing of the Securities on the Trading Market; (iv) all fees, expenses, and disbursements

relating to the registration, qualification, or exemption of the Securities under the securities or “blue sky” laws of such

states of the United States of America as the Company and the Placement Agent shall together determine; (v) the costs of all mailing and

printing of the offering documents, including, without limitation, any underwriting or placement agent agreement, any agreement among

underwriters, any selected dealers’ agreement, any underwriter’s questionnaire, custody agreement, and power of attorney relating

to any selling stockholders, any registration statement, prospectus, prospectus supplement, private placement memorandum, or similar information

document, and all amendments, supplements, and exhibits thereto, all in as many copies as the Placement Agent may reasonably deem necessary;

(vi) the costs of preparing, printing and delivering certificates representing the Securities; (vii) the costs for “tombstones”

and/or other commemorative items; (viii) fees and expenses of accountants, auditors, and the Company’s legal counsel; (ix) fees

and expenses, if any, of the transfer agent for the Securities and of any escrow agent appointed to hold investor’s funds in connection

with the Offering; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of the Securities from the Company to the

Placement Agent or the purchasers thereof; and (xi) all other fees, costs, and expenses required pursuant to the resale registration.

Section 8. Indemnification

and Contribution.

(a) The Company

agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within the

meaning of Section 15 of the Securities Act), and the directors, officers, agents assisting with the Offering, and employees of the Placement

Agent, their affiliates and each such controlling person (the Placement Agent, and each such entity or person, an “Indemnified

Person”) from and against any losses, claims, damages, judgments, assessments, costs, and other liabilities (collectively, the

“Liabilities”), and shall reimburse each Indemnified Person for all reasonable and documented out of pocket fees and

expenses (including the reasonable documented and out of pocket fees and expenses of one counsel for all Indemnified Persons, except as

otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in

investigating, preparing, pursuing, or defending any Actions, whether or not any Indemnified Person is a party thereto, (i) caused by,

or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in any SEC Reports

or any Transaction Document, or by any omission or alleged omission to state therein a material fact necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue statements

in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such

Indemnified Person expressly for use therein) or (ii) otherwise arising out of or in connection with advice or services rendered or to

be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s

actions or inactions in connection with any such advice, services or transactions; provided, however, that, in the case

of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially

determined to have resulted primarily from such Indemnified Person’s (x) negligence, gross negligence, willful misconduct, or bad

faith in connection with any of the advice, actions, inactions, or services referred to above or (y) use of any offering materials or

information concerning the Company in connection with the offer or sale of the Securities in the Offering which were not authorized for

such use by the Company and which use constitutes negligence, gross negligence or willful misconduct. The Company also agrees to reimburse

each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s rights under

this Agreement.

-8-

(b) Upon receipt

by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be sought under

this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified

Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity

or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall,

if requested by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably satisfactory

to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate

counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of

such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel; or (ii) the named parties

to any such Action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall

have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected

by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that

the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all

Indemnified Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be liable

for any settlement of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company

shall not, without the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise, or

consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification

or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise,

consent, or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for

which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments

of the amount thereof during the course of the investigation or defense, as such expense, loss, damage, or liability is incurred and is

due and payable.

that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company shall contribute

to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative

benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other hand, of the matters

contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law,

not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent and any other Indemnified

Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant

equitable considerations; provided that in no event shall the Company contribute less than the amount necessary to ensure that

all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees actually received

by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company, on the one hand,

and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion

as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by the Company in the transaction

or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees

to be received by the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation

within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty

of fraudulent misrepresentation.

-9-

(d) The Company

also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the

Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services,

or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted primarily

from such Indemnified Person’s negligence, gross negligence or willful misconduct in connection with any such advice, actions, inactions

or services.

(e) The reimbursement,

indemnity, and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement and shall remain

in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection

with, this Agreement.

Section 9. Representations

and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties, and other statements of

the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant to this Agreement

will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, or any

of its or their respective partners, officers, or directors or any controlling person, as the case may be, and will survive delivery of

and payment for the Securities sold hereunder and any termination of this Agreement. A successor to the Placement Agent, or to the Company,

its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution, and

reimbursement agreements contained in this Agreement.

Section 10. Notices.

All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed to the parties hereto as

follows:

WallachBeth Capital, LLC

Harborside Financial Plaza 5,

185 Hudson St., STE 1410, Jersey City,

NJ 07311

e-mail: cap-mkts@wallachbeth.com

Attention: Kenneth Bantum

With a copy to:

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10036

e-mail: sreid@sheppard.com

Attention: Sean F. Reid, Esq.

If to the Company:

Steven M. Foster

Chief Executive Officer

Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

sfoster@tenonmed.com

With a copy (which shall not constitute notice) to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 26th Floor

New York, NY 10036

Attn: Jeffrey Wofford

Email: jwofford@srfc.law

Any party hereto may change the address

for receipt of communications by giving written notice to the others.

-10-

Section 11. Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and

directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative,

and no other person will have any right or obligation hereunder.

Section 12. Partial Unenforceability.

The invalidity or unenforceability of any section, paragraph, or provision of this Agreement shall not affect the validity or enforceability

of any other section, paragraph, or provision hereof. If any Section, paragraph, or provision of this Agreement is for any reason determined

to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to

make it valid and enforceable.

Section 13. Governing Law

Provisions. This Agreement shall be governed by and construed in accordance with the law of the State of New York. Each of the Placement

Agent and the Company: (i) agrees that any legal suit, action, or proceeding arising out of or relating to this Agreement and/or the transactions

contemplated hereby shall be instituted exclusively in Supreme Court, of the State of New York, sitting in the County of New York, (ii)

waives any objection which it may have or hereafter to the venue of any such suit, action, or proceeding, and (iii) irrevocably consents

to the jurisdiction such courts in any such suit, action or proceeding. The Placement Agent and the Company further agree to accept and

acknowledge service of any and all process which may be served in any such suit, action, or proceeding in such courts and agree that service

of process upon the Company mailed by certified mail to the Company’s address set forth in Section 10 hereof (or to such

other address as the Company shall have advised the Placement Agent by notice pursuant to Section 10) shall be deemed in every

respect effective service of process upon the Company, in any such suit, action, or proceeding, and service of process upon the Placement

Agent mailed by certified mail to the Placement Agent’s address as set forth in Section 10 hereof (or to such other address

as the Placement Agent shall have advised the Company by notice pursuant to Section 10) shall be deemed in every respect effective

service process upon the Placement Agent, in any such suit, action, or proceeding. Notwithstanding any provision of this Agreement to

the contrary, the Company agrees that neither the Placement Agent nor their affiliates, and the respective officers, directors, employees,

agents, and representatives of the Placement Agent, their affiliates and each other person, if any, controlling the Placement Agent or

any of their affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or

in connection with the engagement and transaction described herein except for any such liability for losses, claims, damages, or liabilities

incurred by the Placement Agent that are finally judicially determined to have resulted from the fraud, willful misconduct, or gross negligence

of such individuals or entities. If either party shall commence an action or proceeding to enforce any provision of this Agreement, then

the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and

other costs and expenses incurred with the investigation, preparation, and prosecution of such action or proceeding.

Section 14. General Provisions.

(a) This Agreement constitutes

the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements,

understandings, and negotiations with respect to the subject matter hereof.

(b) [Reserved].

executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto

were upon the same instrument. Facsimile or other electronically scanned and transmitted signatures (including by email attachment) and

electronic signatures (including by DocuSign) shall be deemed originals for all purposes of this Agreement. This Agreement may not be

amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless

waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties

only and shall not affect the construction or interpretation of this Agreement.

(d) The Company acknowledges

that in connection with the Offering: (i) the Placement Agent has acted at arm’s length, is not agent of, and owes no fiduciary

duties to the Company, any officer or director of the Company or any other person affiliated with any of them, (ii) the Placement Agent

owes the Company only those duties and obligations set forth in this Agreement, and (iii) the Placement Agent may have interests that

differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the

Placement Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

[The remainder of this page has been intentionally

left blank.]

-11-

If the foregoing is in accordance

with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become

a binding agreement in accordance with its terms.

Very truly yours,

WallachBeth Capital, LLC

By:

Name:

Eric Schweitzer

Title:

Chief Compliance Officer

The foregoing Placement Agency

Agreement is hereby confirmed and accepted as of the date first above written.

TENON MEDICAL, INC.

By:

Name:

Steven M. Foster

Title:

CEO

-12-

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea030388301ex4-1.htm · Sequence: 3

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

TENON

MEDICAL, INC.

Warrant Shares:

[*]

Issue Date:

August 31, 2026

Initial Exercise Date:

August 31, 2026

THIS PRE-FUNDED COMMON STOCK

PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Tenon Medical, Inc., a Delaware corporation (the “Company”),

up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the common stock, par value $0.001

per share, of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall

be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement

(the “Purchase Agreement”), dated August 27, 2026, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

a) Exercise of

Warrant. Subject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may be made, in whole

or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company

of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form attached hereto

as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of

Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,

the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer

or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is applicable

and specified in the attached Notice of Exercise. The Company shall have no obligation to inquire with respect to or otherwise confirm

the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing such Notice of Exercise.

No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of

any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender

this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following

the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of

a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection

to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this

Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on

the face hereof.

b) Exercise Price.

The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share, was pre-funded to the Company

on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.001

per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not

be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any

reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaid

exercise price per share of Common Stock under this Warrant shall be $0.001, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise.

This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder

shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof, or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B)

the Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City

time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”), the OTCQX Best Market (“OTCQX”)

or the OTCID Basic Market (“OTCID”) is not a Trading Market, the volume weighted average price of the Common Stock

for such date (or the nearest preceding date) on OTCQB, OTCQX or OTCID as applicable, (c) if the Common Stock is not then listed or quoted

for trading on OTCQB, OTCQX or OTCID and if prices for the Common Stock are then reported on the Pink Limited Market (“Pink Market”)

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB, OTCQX or OTCID is not a Trading Market, the volume weighted

average price of the Common Stock for such date (or the nearest preceding date) on OTCQB, OTCQX or OTCID as applicable, (c) if the Common

Stock is not then listed or quoted for trading on OTCQB, OTCQX or OTCID and if prices for the Common Stock are then reported on the Pink

Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the

Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent

appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to

the Company, the fees and expenses of which shall be paid by the Company.

If Warrant Shares

are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,

the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to

take any position contrary to this Section 2(c).

d) Mechanics

of Exercise.

i. Delivery of

Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent

to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company

through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system

and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant

Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant

to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s

share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to

such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading

Day after delivery of the aggregate Exercise Price to the Company (if applicable), and (ii) the number of Trading Days comprising the

Standard Settlement Period, in each case (i) or (ii), after the delivery to the Company of the Notice of Exercise (such date, the “Warrant

Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have

become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery

of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received

by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice

of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,

for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice

of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd)

Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares

are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program

so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the

standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common

Stock as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its

broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common

Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise

(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise

at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants with an aggregate sale

price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be

required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in

respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise

of the Warrant as required pursuant to the terms hereof.

v. No Fractional

Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As

to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,

either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or

round up to the next whole share.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other

securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the

number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with

the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company

or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder, the Company

shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In

any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities

of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number

of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of

the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon

exercise of this Warrant. The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation

provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of

Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held

by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will

not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall

be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph

(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to

make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph

shall apply to a successor holder of this Warrant.

Section 3. Certain

Adjustments.

a) Stock Dividends

and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution

or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,

for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides

outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding

shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of

capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the

number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator

shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise

of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment

made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification.

b) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time while this Warrant is outstanding

the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro

rata to all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will

be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired

if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations

on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is

taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders

of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,

that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership

of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held

in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

c) Pro Rata Distributions.

During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets

(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,

any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,

scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,

then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have

participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without

regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the

date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that

the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,

then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares

of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the

benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

d) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the

Company in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether

by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their

shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Common Stock

or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more

related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange

pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than a stock

split) or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement

or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)

(other than a stock split) with another Person or group of Persons whereby such other Person or group acquires greater than 50% of the

outstanding shares of Common Stock or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental

Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant

Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option

of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock

of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the

“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares

of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation

in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be

appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of

one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration

in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common

Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be

given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance

with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and

approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver

to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar

in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity

(or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard

to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the

exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant

to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise

price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental

Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,

the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation

of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity

or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the

Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other

Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had

been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section

3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or

(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

e) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to

Holder.

i. Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly

deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number

of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment; provided, however, that the Company may

satisfy this notice requirement in this Section 3(f) by filing such notice with the Commission pursuant to a Current Report on

Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K.

ii. Notice to

Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form other than a stock

split) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,

(C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares

of capital stock of any class or of any rights (excluding any granting or issuance of rights to all of the Company’s shareholders

pursuant to a shareholder rights plan), (D) the approval of any stockholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of

all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities,

cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs

of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall

appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter

specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,

rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to

such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,

merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders

of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable

upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice

or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such

notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the

Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report

on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer

of Warrant.

a) Transferability.

Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of

Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights)

are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent,

together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent

or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,

such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,

and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing

the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,

the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,

in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers

an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised

by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants.

This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together

with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent

or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company

shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with

such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this

Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register.

The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),

in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the

absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual

notice to the contrary.

d) Transfer Restrictions.

If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not

be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities

or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements

pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant,

as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

e) Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights

as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or

other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth

in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section

2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to

net cash settle an exercise of this Warrant.

b) Loss, Theft,

Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to

it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Authorized

Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the

extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate

of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all

times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder as set forth in this Warrant against impairment (it being understood that this Warrant shall not in any

case prevent the Company from effecting any such amendment, reorganization, transfer, consolidation, merger, dissolution, issuance or

sale). Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the

amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of

this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory

body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

e) Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance

with the provisions of the Purchase Agreement.

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to

exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant, if the Company willfully

and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall

pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’

fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing

any of its rights, powers or remedies hereunder.

h) Notices.

Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in

accordance with the notice provisions of the Purchase Agreement.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

Other than Section 2(e) above and this Section 5(l), which may not be modified, amended or waived, this Warrant may be modified or amended

or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other

hand.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

TENON MEDICAL, INC.

By:

Name:

Steven M. Foster

Title:

Chief Executive Officer

EXHIBIT A

NOTICE OF EXERCISE

To:

TENON MEDICAL, INC.

(1) The undersigned hereby elects

to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders

herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form

of (check applicable box):

☐

in lawful money of the United States; or

☐

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3) Please issue said Warrant

Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

(4) Accredited Investor.

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: __________________________________________________

Name of Authorized Signatory: ____________________________________________________________________

Title of Authorized Signatory: _____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED,

the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature: ____________________

Holder’s Address:

EX-4.2 — FORM OF SERIES A WARRANT

EX-4.2

Filename: ea030388301ex4-2.htm · Sequence: 4

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES A COMMON STOCK PURCHASE WARRANT

TENON

MEDICAL, Inc.

Warrant Shares:

[*]

Issue Date:

August 31, 2026

THIS SERIES A COMMON STOCK

PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary

of the Issue Date, provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Tenon Medical, Inc., a Delaware corporation (the “Company”),

up to ______ shares1 (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s

shares of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined

in Section 2(b).

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement

(the “Purchase Agreement”) dated as of August 27, 2026, among the Company and the Purchasers signatory thereto.

Section 2. Exercise.

a) Exercise of

Warrant. Subject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may be made, in whole

or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company

of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form attached hereto as Exhibit

A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days

comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the

Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer

or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is

applicable and specified in the attached Notice of Exercise. The Company shall have no obligation to inquire with respect

to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing

such Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee

or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the

Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as

reasonably practicable following the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this

Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering

the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.

The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company

shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee,

by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a

portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than

the amount stated on the face hereof.

1 150% COVERAGE FOR Series A plus [*] shares

b) Exercise Price.

The exercise price per share of Common Stock under this Warrant shall be $[__], subject to adjustment hereunder (the “Exercise

Price”).

c) Cashless Exercise.

If and only if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein

is not available for the issuance or resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or

in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: