Tenon Medical, Inc.

S-11 ea0295255-s1_tenon.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on June 22, 2026.

Registration No. 333-[*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

104 Cooper Court

Los Gatos, CA 95032

(408) 649-5760

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Steven M. Foster

Chief Executive Officer and President

104 Cooper Court

Los Gatos, CA 95032

(408) 649-5760

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

1,812,987 shares of Common Stock

Common Stock Purchase Warrants to Purchase up to 6,975,584 shares of Common Stock

Pre-funded Warrants to Purchase up to 4,000,000 shares of Common Stock

Up to 6,975,584 shares of Common Stock underlying the Common Stock Purchase Warrants

Up to 4,000,000 shares of Common Stock underlying the Pre-funded Warrants

We are offering on a firm commitment basis up to 1,812,987 shares of our common stock, par value $0.001 per share, together with common stock purchase warrants to purchase up to 6,975,584 shares of common stock (the “Common Warrants”), at an assumed combined public offering price of $0.6021 per share of common stock and accompanying Common Warrants, based on the closing price of our common stock on The Nasdaq Capital Market, or Nasdaq, on June 17, 2026; provided however, if we effect a reverse stock split, the number of shares of common stock issuable under the Common Warrants will increase to 8,719,481 (on a pre-stock split basis).

Each Common Warrant will be immediately exercisable on the date of issuance. The first date on which each of 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 Warrants) and will expire five years from the Initial Exercise Date.

We are also offering pre-funded common stock purchase warrants (the “Pre-funded Warrants”) to purchase up to 4,000,000 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. The purchase price of each Pre-funded Warrant and accompanying Common Warrants will be equal to combined public offering price per share and accompanying Common Warrants minus $0.0001. Each Pre-funded Warrant will be immediately 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.

Each share of common stock, or a pre-funded warrant in lieu thereof, is being sold together with one and two tenths (1.2) Common Warrants; provided however, if we effect a reverse stock split, the number of warrants will be increased to one and one-half (1.5) for each share of common stock and/or pre-funded warrant sold. 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.

Pursuant to the registration statement, of which this prospectus forms a part, we are also registering the shares of common stock issuable upon exercise of the Common Warrants, the Pre-funded Warrants, and the Underwriter’s Warrants.

Our common stock is listed on The Nasdaq Capital Market under the symbol “TNON.” The last reported sale price of our common stock on The Nasdaq Capital Market on June 17, 2026 was $0.6021 per share. The actual combined public offering price per share and accompanying Common Warrants will be determined between WallachBeth Capital LLC as underwriter (“WallachBeth” or the “underwriter”) and us at the time of pricing, considering several factors as described in “Underwriting - Pricing of the Offer” and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

We do not intend to apply to list the Common Warrants or Pre-funded Warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Common Warrants and Pre-funded Warrants will be limited.

We intend to use the proceeds from this offering for expansion of the commercial footprint of our product portfolio including training clinicians on our current procedures, hiring additional direct sales reps, expansion of our external distribution network, continuing clinical research studies to support reimbursement and coverage efforts, funding research and development including upcoming future launches, and increases to inventory and instrumentation capacities, as well as other marketing activities, working capital and general corporate purposes. See “Use of Proceeds.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have elected to comply with certain reduced public company reporting requirements.

We have granted the underwriter a 45-day option from the date of this prospectus to purchase up to a total of an additional [] shares of common stock at $[●] per share, and/or [] Common Warrants at $[*] per warrant, or any combination of additional shares of common stock and Common Warrants, less, in each case, the underwriting discounts and commissions, to cover over-allotments, if any.

We anticipate that delivery of the securities against payment therefor will be made on or before [*], 2026.

WallachBeth Capital LLC

The date of this prospectus is , 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the underwriter, have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriter take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus, or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

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