Tenon Medical issues warrant to expand at-the-market stock offering

Tenon Medical, Inc. (TNON) filed an 8-K on October 16, 2026, disclosing an agreement that permits the company to increase the number of shares available in its at-the-market offering. The development follows a securities purchase agreement signed on August 27, 2026, with an institutional investor who had previously restricted the company's ability to expand its equity sales.

The investor irrevocably waived specific restrictions in Section 4.12 of the Purchase Agreement, including Sections 4.12(a) and 4.12(b), solely to allow Tenon Medical to file prospectus supplements that increase the share count under the Sales Agreement dated August 11, 2026. This agreement is with A.G.P./Alliance Global Partners. The waiver also covers any amendments to the Sales Agreement related to the share increase. The investor waived any right to seek injunctive relief or damages under Section 4.12 regarding this specific expansion.

In exchange for the waiver, Tenon Medical issued a Series B common stock purchase warrant to the investor. The warrant allows the purchase of up to 125,000 shares of common stock at an exercise price of $5.02 per share. The warrant expires on September 14, 2031, and is subject to beneficial ownership limitations. Additionally, the parties agreed to extend the period for the remaining restrictions in Section 4.12(a) by fifteen days, meaning those restrictions now apply until seventy-five days following the Effective Date of the original Purchase Agreement.

The company is required to file a registration statement on Form S-3, or another appropriate form, as soon as reasonably practicable and within 60 calendar days of the waiver date. This filing will register the resale of the new warrant shares by the investor. Tenon Medical must use commercially reasonable efforts to have this registration statement become effective within 90 calendar days of the waiver date, or within 120 days if the Securities and Exchange Commission conducts a full review. The company must keep the registration statement effective until no holder of the new warrant owns any shares or warrants.

On the same date, WallachBeth Capital LLC, acting as placement agent, waived its rights to prohibit the increase in common stock saleable under the Sales Agreement. The placement agent entered into a separate waiver with Tenon Medical regarding this matter.

The new warrant and the shares issuable upon its exercise are issued in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The full texts of the Investor Waiver, New Warrant, and Placement Agent Waiver are filed as Exhibits 10.1, 4.1, and 10.2, respectively, to the Current Report on Form 8-K.