Tenon Medical (TNON) Files for 1.71M Share and Warrant Offering

Tenon Medical (NASDAQ: TNON) has filed the following:

We are offering on a best efforts basis up to 1,708,428 shares of our common stock, par value $0.001 per share, together with common warrants to purchase up to 1,708,428 shares of common stock (the “Common Warrants”), at an assumed combined public offering price of $3.512 per share and accompanying Common Warrant, based on the closing price of our common stock on The Nasdaq Capital Market, or Nasdaq, on September 4, 2024. Common Warrants are immediately exercisable on the date of issuance; provided however if stockholder approval (“Stockholder Approval”) is required by the applicable rules and regulations of The Nasdaq Capital Market (or any successor entity) from our the stockholders with respect to the issuance of all of the Common Warrants and the Common Warrant Shares upon exercise thereof, then the Common Warrants will not be exercisable until the date on which Stockholder Approval has been obtained and is effective under federal securities laws (the first date on which the Common Warrants are exercisable shall be referred to herein as the “Initial Exercise Date”). The Common Warrants have an exercise price of $[*] per share (100% of the combined public offering price per share of our common stock and accompanying Common Warrant) and will expire five years from the Initial Exercise Date. The shares of common stock and Common Warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering.

We are also offering pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 1,708,428 shares of common stock to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, in lieu of shares of common stock that would result in beneficial ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. Each Pre-funded Warrant will be immediately exercisable, is exercisable for one share of our common stock and has an exercise price of $0.0001 per share. The Pre-Funded Warrants will expire when exercised in full. Each Pre-funded Warrant is being offered together with the Common Warrants. The Pre-funded Warrants and Common Warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. For each Pre-funded Warrant that we sell, the number of shares of common stock we are offering will be reduced on a one-for-one basis.

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