Form 8-K

8-K — Tenon Medical, Inc.

Accession: 0001213900-26-067819

Filed: 2026-06-11

Period: 2026-06-10

CIK: 0001560293

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

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

Item: Financial Statements and Exhibits

Documents

8-K — ea0294434-8k_tenon.htm (Primary)

EX-3.1 — AMENDMENT NO. 1 TO THE BYLAWS OF TENON MEDICAL, INC (ea029443401ex3-1.htm)

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8-K — CURRENT REPORT

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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):

June 10, 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 ☒

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

On June 10, 2026, the Board of Directors (the

“Board”) of Tenon Medical, Inc. (the “Company’) approved and adopted Amendment No.1 (the “Amendment”)

to the Bylaws of the Company (“Bylaws”), effective as of such date. The Amendment amends and restates in their entirety Sections

1.5 and 1.8 of Article I of the Bylaws.

The Amendment changes the quorum requirement for

meetings of stockholders from a majority to not less than 33 1/3% of the votes which could be cast by the holders of all outstanding shares

of stock entitled to vote at the meeting, in accordance with Nasdaq Listing Rule 5620. The Amendment also amends the voting provisions

in Section 1.8 of the Bylaws to provide, among other things, that the holders of shares of stock having not less than a majority of the

votes present at a meeting (instead of a majority of all outstanding shares of stock) may determine that the voting at meetings of stockholders

needs to be by written ballot and conducted by inspectors of election.

The foregoing description of the Amendment does

not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached

hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.

Description

3.1

Amendment No. 1 to the Bylaws of Tenon Medical, Inc.

104

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

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 11, 2026

TENON MEDICAL, INC.

By:

/s/ Steven M. Foster

Name:

Steven M. Foster

Title:

Chief Executive Officer and President

EX-3.1 — AMENDMENT NO. 1 TO THE BYLAWS OF TENON MEDICAL, INC

EX-3.1

Filename: ea029443401ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDMENT

NO. 1

TO THE

BYLAWS

TENON

MEDICAL, INC.

The Bylaws (the “Bylaws”) of

Tenon Medical, Inc., a Delaware corporation (the “Company”), are hereby amended as follows:

1. Section 1.5 of Article I of the

Bylaws is hereby amended and restated in its entirety to read as follows:

1.5 Quorum. Except as otherwise

provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy

of the holders of shares of stock having not less than 33 1/3% of the votes which could be cast by the holders of all outstanding shares

of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. Where a separate vote by a class or

series or classes or series is required, 33 1/3% of the outstanding shares of such class or series or classes or series, present in person

or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise

provided by law, the certificate of incorporation or these bylaws. If, however, such quorum is not present or represented at any meeting

of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present

in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section

1.6, until a quorum is present or represented.

2. Section 1.8 of Article I of the Bylaws is hereby amended and

restated in its entirety to read as follows:

1.8 Voting. The stockholders

entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of

these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218

(relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided

in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for

each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders

need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined

by the holders of shares of stock having not less than a majority of the votes which could be cast by the holders of all shares of stock

entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written

ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that

any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic

transmission was authorized by the stockholder or proxy holder.

Except as otherwise required by

law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a

majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject

matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors

shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled

to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other

than the election of directors, the affirmative vote of majority of shares of such class or series or classes or series present in person

or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by

law, the certificate of incorporation or these bylaws.

3. Except as specifically amended

herein, the Bylaws shall remain unchanged and, as modified, continue in full force and effect.

The undersigned, Chief Executive Officer of the

Company, hereby certifies that this Amendment No. 1 to the Bylaws was approved by the Board of Directors on June 10, 2026 and is effective

as of such date.

TENON MEDICAL, INC.

/s/ Steven Foster

Steven Foster, Chief Executive Officer and President

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