重大事件
即時報告
8-K
2026-07-24
Tenon Medical, Inc.（納斯達克代碼：TNON）於2026年7月23日以虛擬形式舉行年度股東大會，並於7月24日提交8-K表格報告投票結果。
AI 繁中摘要
Tenon Medical, Inc.（納斯達克代碼：TNON）於2026年7月23日以虛擬形式舉行年度股東大會，並於7月24日提交8-K表格報告投票結果。📊
截至記錄日（6月8日），公司已發行普通股11,849,674股、A系列優先股204,159股（每票1.25權）及B系列優先股86,454股（每票1.25權）。出席股東代表約52.98%投票權，達法定人數。
**六項提案全數通過：**
1️⃣ **重選七名董事**：所有候選人均以超過3,468,650票贊成當選，包括Richard Ferrari、Steven Foster、Richard Ginn、Stephen Hochschuler MD、Ivan Howard、Kristine Jacques、Robert Weigle。有約165萬張經紀人非投票。
2️⃣ **續聘核數師**：批准Haskell & Whitee LLP為2026年度會計師事務所，贊成5,795,018票，反對149,616票，棄權526,838票，無經紀人非投票。
3️⃣ **批准反向拆股授權**：修改公司註冊證書，授權董事會決定以1:2至1:35比例進行反向股份合併。贊成4,583,877票，反對1,723,195票，棄權164,400票。此舉旨在符合納斯達克上市規則，可能影響股價及流通股份數目。📌
4️⃣ **批准2026年3月11日債務融資發行股份**：根據納斯達克規則5636(d)，批准發行可轉換票據相關股份，因發行量可能超過3月11日已發行普通股的19.99%。贊成3,742,855票，反對1,005,184票，棄權68,667票。
5️⃣ **批准未來低於最低價格的20%發行授權**：根據納斯達克規則5635(d)，授權未來以低於最低價格進行的任何20%發行。贊成3,653,331票，反對1,080,498票，棄權82,877票。
6️⃣ **批准會議延期授權**：必要時可延期以收集額外委託書。贊成4,930,518票，反對1,333,040票，棄權207,914票。
**對投資者啟示**：反向拆股授權及未來融資授權為管理層提供更大財務靈活性，但可能導致現有股東權益攤薄。公司短期內或採取資本市場行動改善股價合規性。建議投資者留意董事會最終敲定的反向拆股比例及未來集資計劃。📈
展開英文正文
false 0001560293 0001560293 2026-07-23 2026-07-23 0001560293 TNON:CommonStockParValue0.001PerShareMember 2026-07-23 2026-07-23 0001560293 TNON:WarrantsMember 2026-07-23 2026-07-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): July 23, 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 5.07 Submission of Matters to a Vote of Security Holders. Tenon Medical, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually on July 23, 2026. The record date for the Annual Meeting was June 8, 2026 (the “Record Date”), and the notice of the Annual Meeting and related proxy materials were mailed to stockholders of record as of the Record Date on or about June 23, 2026. As of the Record Date, the Company had 11,849,674 shares of common stock outstanding representing 11,849,674 votes, 204,159 shares of Series A Preferred Stock outstanding representing 255,184 votes, and 86,454 shares of Series B Preferred Stock outstanding representing 108,074 votes. At the Annual Meeting, the holders of 6,471,472 shares of the Company’s voting stock, representing 52.98% votes, were present online or represented by proxy, constituting at least 33 1/3% of the outstanding shares of the Company’s voting stock entitled to vote and therefore a quorum under Delaware law and the Company’s Bylaws. There were six matters submitted to a vote of stockholders at the Annual Meeting and the final voting results were as follows: 1. Election of the seven (7) nominees to the Board of Directors of the Company: Name Votes For Withheld Broker Non-Votes Richard Ferrari 3,687,209 1,129,497 1,654,766 Steven Foster 4,105,114 711,592 1,654,766 Richard Ginn 3,468,650 1,348,056 1,654,766 Stephen Hochschuler, MD 4,163,792 652,914 1,654,766 Ivan Howard 3,686,753 1,129,953 1,654,766 Kristine Jacques 3,783,904 1,032,802 1,654,766 Robert Weigle 3,525,337 1,291,369 1,654,766 Each director nominee was elected to serve as a director until the Company’s 2026 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death or removal. Because directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable. 2. Ratification of the Audit Committee’s appointment of Haskell & Whitee LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Appointment Proposal”). Votes For Votes Against Abstentions Broker Non-Votes 5,795,018 149,616 526,838 0 The affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval of the Auditor Appointment Proposal. The proposal was approved. 1 3. Approval of the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio within the range from one-for-two (1:2) to one-for-thirty-five (1:35), with the final ratio to be determined by the Board of Directors of the Company in its sole discretion (the “Reverse Stock Split Proposal”). Votes For Votes Against Abstentions Broker Non-Votes 4,583,877 1,723,195 164,400 0 The affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval of the Reverse Stock Split Proposal. The proposal was approved. 4.Approval, for purposes of complying with Nasdaq Listing Rule 5636(d), of the issuance of shares of common stock underlying convertible promissory notes issued by the Company in the debt financing consummated on March 11, 2026, which issuance may exceed 19.99% of the Company’s outstanding shares of common stock as of March 11, 2026 (the “Debt Financing Proposal”). Votes For Votes Against Abstentions Broker Non-Votes 3,742,855 1,005,184 68,667 1,654,766 The affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval of the Debt Financing Proposal. The proposal was approved. 5.Approval, for purposes of Nasdaq Listing Rule 5635(d), of any 20% Issuance (as defined in the proxy statement) made by the Company that is priced less than the Minimum Price (as defined in the proxy statement) and is within the Nasdaq Parameters described in the Company’s proxy statement for the Annual Meeting (the “Future Financings Proposal”). Votes For Votes Against Abstentions Broker Non-Votes 3,653,331 1,080,498 82,877 1,654,766 The affirmative vote of the holders of a majority of the shares represented at the Annual meeting and entitled to vote was required for approval of the Future Financing Proposal. The proposal was approved. 6.Approval of the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve one or more of the other proposals (the “Adjournment Proposal”). Votes For Votes Against Abstentions Broker Non-Votes 4,930,518 1,333,040 207,914 0 The affirmative vote of the holders of a majority of the shares represented at the Annual Meeting and entitled to vote was required for approval of Adjournment Proposal. The proposal was approved. 2 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: July 24, 2026 Tenon Medical, Inc. By: /s/ Steven M. Foster Name: Steven M. Foster Title: Chief Executive Officer and President 3