Tenon Medical Inc美股招股说明书(2026-06-30版)

PROSPECTUS 5,526,315 shares of Common Stock Common Stock Purchase Warrants to Purchase up to 13,263,159 shares of Common StockPre-funded Warrants to Purchase up to 5,526,316 shares of Common StockUp to 13,263,159 shares of Common Stock underlying the Common Stock Purchase WarrantsUp to 5,526,316 shares of Common Stock underlying the Pre-funded Warrants Tenon Medical, Inc. We are offering on a reasonable best efforts basis up to 5,526,315 shares of our common stock, par value $0.001 per share, togetherwith common stock purchase warrants to purchase up to 13,263,159 shares of common stock (the “Common Warrants”), at acombined public offering price of $0.38 per share of common stock and accompanying Common Warrants; provided however, if we Each Common Warrant will be immediately exercisable on the date of issuance. The first date on which each of the Common Warrantsare exercisable shall be referred to herein as the “Initial Exercise Date”. The Common Warrants have an exercise price of $0.38 pershare (100% of the combined public offering price per share of our common stock and accompanying Common Warrants) and will We are also offering pre-funded common stock purchase warrants (the “Pre-funded Warrants”) to purchase up to 5,526,316 shares ofcommon stock to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, togetherwith its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of ouroutstanding common stock immediately following the consummation of this offering, in lieu of shares of common stock that wouldresult in beneficial ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. Thepurchase price of each Pre-funded Warrant and accompanying Common Warrants will be equal to the combined public offering priceper share and accompanying Common Warrants minus $0.001. Each Pre-funded Warrant will be immediately exercisable for one share Each share of common stock, or a pre-funded warrant in lieu thereof, is being sold together with one and two tenths (1.2) CommonWarrants; provided however, if we effect a reverse stock split, the number of warrants will be increased to one and one-half (1.5) foreach share of common stock and/or pre-funded warrant sold. The shares of common stock and Common Warrants are immediately Pursuant to the registration statement, of which this prospectus forms a part, we are also registering the shares of common stockissuable upon exercise of the Common Warrants, the Pre-funded Warrants, and the Placement Agent’s Warrants. Our common stock is listed on The Nasdaq Capital Market under the symbol “TNON.” The last reported sale price of our commonstock on The Nasdaq Capital Market on June 29, 2026 was $0.4465 per share. We do not intend to apply to list the Common Warrants or Pre-funded Warrants on any national securities exchange or other nationallyrecognized trading system. Without an active trading market, the liquidity of the Common Warrants and Pre-funded Warrants will be The combined public offering price for the securities in this offering is $0.38 per share of common stock and accompanying CommonWarrants. The securities are offered at a fixed price and are being issued in a single closing. We expect this offering to be completed not laterthan one business day following the commencement of sales in this offering and we will deliver all securities to be issued inconnection with this offering upon receipt of investor funds received by us. Accordingly, neither we nor the placement agent have We have engaged WallachBeth Capital LLC (whom we refer to herein as “WallachBeth” or the “Placement Agent”) as our exclusiveplacement agent to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The Placement Agent hasno obligation to purchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amountof the securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual publicoffering amount, placement agent’s fee and proceeds to us, if any, are not presently determinable and may be substantially less than the We intend to use the proceeds from this offering for partial repayment of outstanding convertible notes, expansion of the commercialfootprint of our product portfolio including training clinicians on our current procedures, hiring additional direct sales reps, expansionof our external distribution network, continuing clinical research studies to support reimbursement and coverage efforts, funding Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission