Form 8-K

8-K — Tenon Medical, Inc.

Accession: 0001213900-26-089138

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001560293

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301935-8k_tenon.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 13, 2026

TENON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41364

45-5574718

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

104 Cooper Court

Los Gatos, CA

95032

(Address of principal executive offices)

(Zip Code)

(408) 649-5760

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

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

Instruction A.2. below):

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

TNON

The Nasdaq Stock Market LLC

Warrants

TNONW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging Growth Company ☒

If an emerging growth company, indicate by check

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

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

Item 2.02 Results

of Operations and Financial Condition.

On August 13, 2026, Tenon

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

its financial results for the second quarter ended June 30, 2026.

As previously announced

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

June 30, 2026, provide a corporate update, and conclude with Q&A with the Company’s covering analyst, on August 13, 2026 at

4:30 p.m. ET (1:30 p.m. PT). An audio playback of the call will be available through August 27, 2026, on the Company’s Investor

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

The access code will be 13761819.

A copy of the Press Release

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

The information in this

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

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

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

filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.

Description

99.1

Press Release of Tenon Medical, Inc., dated August 13, 2026.

104

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

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned

hereunto duly authorized.

Date: August 13, 2026

TENON MEDICAL, INC.

(Registrant)

By:

/s/ Steven M. Foster

Name:

Steven M. Foster

Title:

Chief Executive Officer and President

EX-99.1 — PRESS RELEASE OF TENON MEDICAL, INC., DATED AUGUST 13, 2026

EX-99.1

Filename: ea030193501ex99-1.htm · Sequence: 2

Exhibit 99.1

Tenon Medical Reports Second Quarter 2026 Financial

Results

~ Second Quarter 2026 Revenue of $1.3 Million,

a 127% Increase Compared to Prior Year ~

~ Second Quarter Gross Profit of $0.8 Million,

a 232% Increase Compared to Prior Year; Gross Margin of 64% ~

~ Received FDA 510(k) Clearance for Updated

Catamaran® SI Joint Fusion System ~

~ Physician and Distributor Training Events

Increased 98% in 1H 2026 Compared to 2H 2025, Supporting Record Monthly Case Volume in July 2026 ~

~ Closed $4.2 Million Public Offering Subsequent

to Quarter End ~

Los

Gatos, CA – August 13, 2026 – Tenon

Medical, Inc. (NASDAQ: TNON) (“Tenon Medical” or the “Company”),

a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders, today reported financial results

for the second quarter ended June 30, 2026.

Financial Results and Business Updates

● Second Quarter 2026 Results:

o Second quarter revenue of $1.3 million, an increase of 127% compared to $0.6 million in the second quarter

of 2025.

o Second quarter gross profit of $0.8 million, an increase of 232% compared to $0.2 million in the second

quarter of 2025.

o Gross margin of 64%, a twenty-one percentage point improvement from 43% in the second quarter of 2025.

o Cash and cash equivalents of $1.7 million as of June 30, 2026, compared to $3.8 million as of December

31, 2025.

o Net loss of $4.1 million, or $12.35 per share, in the second quarter of 2026, compared to a net loss of

$2.8 million, or $12.76 per share, in the second quarter of 2025.

Subsequent Updates

● On July 1, 2026, closed a best efforts public offering of common stock (or

pre-funded warrants) and common stock purchase warrants for aggregate gross proceeds of $4.2 million, with net proceedsexpected to be

used for partial repayment of convertible notes, commercial expansion, clinical research, and general corporate purposes.

● On July 2, 2026, the Company announced it received U.S. Food and Drug Administration

510(k) clearance for the Catamaran® SI Joint Fusion System. The updated clearance incorporates various instrument upgrades, as well

as the reclassification of certain instruments from disposable to reusable status, which is expected to improve system performance while

reducing ongoing per-procedure costs previously associated with disposable instrumentation.

● In July 2026, the Company recorded its highest monthly surgical case volume

to date, following a 98% increase in physician and distributor training events in the first half of 2026 compared to the second half of

2025.

● On August 10, 2026, the Company effected a 1-for-35 reverse stock split of its common stock. The Company is currently working to regain

compliance with Nasdaq listing requirements, including the minimum bid price rule.

"Revenue of $1.3 million and gross profit of $0.8 million were

each the highest we have reported in a second quarter, and the 64% gross margin demonstrates that the cost structure we’ve implemented

is delivering as designed. Case volume grew across both the Catamaran® and SImmetry®+ platforms, and each incremental procedure

is now carrying meaningfully more profit," said Steven M. Foster, President and CEO of Tenon Medical, Inc.

"Along with record case volume, July added two more building blocks.

The 510(k) clearance for our updated Catamaran® System moves several instruments from disposable to reusable, which we expect will

take recurring cost out of cases we perform going forward, and the $4.2 million offering we closed on July 1 lets us reduce our convertible

note balance while supporting our near-term commercial build-out and clinical program. Our focus through the balance of 2026 is straightforward:

accelerating our development and product launch strategies, expanding training activities, and maintaining discipline on spend."

Second Quarter 2026 Financial Results

Revenue was $1.3 million in the second quarter

of 2026, an increase of 127% compared to $0.6 million in the same period of 2025. Revenue for the six months ended June 30, 2026 was $2.7

million, an increase of 106% compared to $1.3 million in the six months ended June 30, 2025. The increase in revenue for the three months

ended June 30, 2026 as compared to 2025 was primarily due to a significant increase in the number of surgical procedures, including the

addition of revenue related to the SImmetry®+ System.

Gross profit was $0.8 million, or 64% of revenue,

in the second quarter of 2026, compared to $0.2 million, or 43% of revenue, in the second quarter of 2025. For the six months ended June

30, 2026, gross profit was $1.8 million, or 66% of revenue, compared to $0.6 million, or 44% of revenue, for the six months ended June

30, 2025. The twenty-one point gross margin improvement in the three months ended June 30, 2026 was primarily driven by higher revenue

and lower fixed costs in the period, driving further absorption of production overhead costs within cost of goods sold.

Operating expenses totaled $4.2 million in the

second quarter of 2026, compared to $3.1 million in the second quarter of 2025. For the six months ended June 30, 2026, operating expenses

totaled $8.4 million, compared to $7.1 million in the prior year period. The increase in the three months ended June 30, 2026 was primarily

due to higher sales expenses associated with higher revenue, the expanded commercial team and ongoing rollout of the SImmetry®+ System,

in addition to higher research and development expenses as we continue to work towards future product additions.

Net loss was $4.1 million, or $12.35 per share,

in the second quarter of 2026, compared to a net loss of $2.8 million, or $12.76 per share, in the second quarter of 2025. For the six

months ended June 30, 2026, net loss was $7.5 million, or $23.16 per share, compared to a net loss of $6.4 million, or $39.91 per share,

in the same year ago period. The year-over-year increase in the three months ended June 30, 2026 was largely driven below the line by

non-cash interest expense of $0.9 million, which includes amortization of the original issue discount related to our convertible notes,

partially offset by higher other income of $0.1 million, related to gains on the change in fair value of our derivative liability.

As of June 30, 2026, cash and cash equivalents totaled $1.7 million,

compared to $3.8 million at December 31, 2025. Subsequent to quarter end in July 2026, Tenon closed a public offering with gross proceeds

of $4.2 million, with net proceeds of approximately $3.6 million. The Company intends to use the net proceeds for partial repayment of

outstanding convertible notes, commercial expansion, clinical research, product development, and general corporate purposes.

The Company’s $5.2 million convertible notes mature on September

11, 2026 (extendable to December 11, 2026). A portion of the July 2026 offering proceeds will be used toward partial repayment; there

can be no assurance the Company will repay or refinance these obligations in full.

Second Quarter 2026 Earnings Conference Call

Management will host a conference call at 4:30

p.m. ET (1:30 p.m. PT) today, August 13, 2026, to discuss Tenon's second quarter 2026 financial results, provide a corporate update, and

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

Date:

Thursday, August 13, 2026

Time:

4:30 p.m. Eastern time

Dial-in:

1-877-407-0792

International Dial-in:

1-201-689-8263

Webcast:

TNON Conference Call

Please dial in at least 10 minutes before the

start of the call to ensure timely participation.

An audio playback of the call will be available through August 27,

2026, on Tenon’s Investor Relations website at http://ir.tenonmed.com/ or via telephone replay

by dialing 1-844-512-2921 (USA) or 1-412-317-6671 (International). The access code will be 13761819.

About Tenon Medical, Inc.

Tenon Medical, Inc. is a medical device company

dedicated to transforming care for patients with certain sacro-pelvic disorders. Tenon was incorporated in the State of Delaware in 2012

and currently offers two systems to treat a diseased sacroiliac joint (the "SI Joint"). The Company has developed The Catamaran®

SI Joint Fusion System that offers a novel, less invasive approach to the SI Joint using a single, robust titanium implant. In August

2025, the Company acquired substantially all the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+® SI Joint

Fusion System, which treats disorders of the SI Joint through a minimally invasive lateral access solution that incorporates well-established

orthopedic fusion principles. Since the national launch of The Catamaran System in October 2022, Tenon is focused on three commercial

opportunities: 1) primary SI Joint procedures, 2) revision procedures of failed SI Joint implants and 3) SI-Joint fusion adjunct to a

spine fusion construct.

For more information, please visit www.tenonmed.com.

Information on the Company's website does not constitute a part of and is not incorporated by reference into this press release.

The Tenon Medical logo shown above, and Catamaran®,

PiSIF®, CAT PiSIF®, ETAD®, Posterior Inferior Sacroiliac Fusion®, CAT SIJ Fusion System®, Catamaran SIJ Fusion System®,

Catamaran Inferior Posterior Fusion System®, Catamaran Transfixation Fusion System®, Catamaran Transfixation Fusion Device®,

SImmetry® are registered trademarks of Tenon Medical, Inc. MAINSAILTM, and SImmetry+ are also trademarks of Tenon Medical,

Inc.

Safe Harbor

This press release contains "forward-looking

statements," which are statements related to events, results, activities or developments that Tenon expects, believes or anticipates

will or may occur in the future. Forward-looking statements often contain words such as "intends," "estimates," "anticipates,"

"hopes," "projects," "plans," "expects," "seek," "believes," "see,"

"should," "will," "would," "target," and similar expressions and the negative versions thereof.

These forward-looking statements include, but are not limited to, statements regarding the anticipated use of proceeds from the July 2026

offering, the Company’s ability to continue as a going concern, the Company’s ability to regain and maintain compliance with

Nasdaq listing requirements; its plans to raise additional capital on acceptable terms or at all, the expected benefits of the updated

Catamaran SI Joint Fusion System, future product development, commercial expansion plans, cost structure improvements, and anticipated

case volume growth. Such statements are based on Tenon's experience and perception of current conditions, trends, expected future developments

and other factors it believes are appropriate under the circumstances, and speak only as of the date made. Forward-looking statements

are inherently uncertain and actual results may differ materially from assumptions, estimates or expectations reflected or contained in

the forward-looking statements as a result of various factors. For details on the uncertainties that may cause Tenon's actual results

to be materially different than those expressed in any forward-looking statements, please review Tenon's Annual Report on Form 10-K for

the fiscal year ended December 31, 2025 and updated from time to time in our Form 10-Q filings and in our other public filings on file

with the SEC at www.sec.gov, particularly the information contained in the section entitled "Risk Factors." We undertake no

obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise unless

required by law.

IR Contact:

Shannon Devine

203-741-8811

MZ North America

tenon@mzgroup.us

Tenon Medical, Inc.

Condensed Balance Sheets (Unaudited)

(In thousands, except share data)

June 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 1,677

$ 3,756

Accounts receivable, net

1,947

1,698

Inventory

783

1,054

Prepaid expenses and other current assets

400

260

Total current assets

4,807

6,768

Property and equipment, net

771

918

Deposits

Operating lease right-of-use asset

1,431

131

Intangible assets, net

455

485

Goodwill

2,407

TOTAL ASSETS

$ 9,922

$ 10,760

Liabilities and Stockholders’ (DEFICIT) EQUITY

Current liabilities:

Accounts payable

$ 628

$ 845

Accrued expenses

1,952

1,637

Current portion of accrued commissions

674

590

Current portion of operating lease liability

215

141

Current portion of contingent consideration

—

Convertible notes

4,332

—

Derivative liability

475

—

Total current liabilities

8,305

3,213

Accrued commissions, net of current portion

1,250

1,514

Operating lease liability, net of current portion

1,131

—

Contingent consideration, net of current portion

979

993

Total liabilities

11,665

5,720

Stockholders’ (deficit) equity:

Series A convertible preferred stock, $0.001 par value; 4,500,000 shares authorized at June 30, 2026 and December 31, 2025; 204,159 shares issued and outstanding at June 30, 2026 and December 31, 2025

2,622

Series B convertible preferred stock, $0.001 par value; 491,222 shares authorized at June 30, 2026 and December 31, 2025; 86,454 shares issued and outstanding at June 30, 2026 and December 31, 2025

452

Common stock, $0.001 par value; 130,000,000 shares authorized at June 30, 2026 and December 31, 2025; 330,670 and 310,036 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

—

Additional paid-in capital

84,011

83,268

Accumulated deficit

(88,828 )

(81,302 )

Total stockholders’ (deficit) equity

(1,743 )

5,040

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

$ 9,922

$ 10,760

Tenon Medical, Inc.

Condensed Statements of Operations and Comprehensive

Loss (Unaudited)

(In thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

$ 1,279

$ 564

$ 2,658

$ 1,290

Cost of sales

465

319

899

722

Gross Profit

814

245

1,759

568

Operating Expenses

Research and development

768

503

1,430

1,194

Sales and marketing

1,869

1,119

3,727

2,766

General and administrative

1,531

1,480

3,236

3,142

Total Operating Expenses

4,168

3,102

8,393

7,102

Loss from Operations

(3,354 )

(2,857 )

(6,634 )

(6,534 )

Other Income (Expense)

Gain on investments

149

Interest expense

(852 )

—

(1,028 )

—

Other income

132

—

Total Other Income (Expense), net

(696 )

(892 )

149

Net Loss and Comprehensive Loss

$ (4,050 )

$ (2,769 )

$ (7,526 )

$ (6,385 )

Net Loss Per Share of Common Stock

Basic and diluted

$ (12.35 )

$ (12.76 )

$ (23.16 )

$ (39.91 )

Weighted-Average Shares of Common Stock Outstanding

Basic and diluted

328

217

325

160

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

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