Tenon Medical, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
TNON$1.640.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057695
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001213900-26-089258
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 48 previous paragraphs and 61 current paragraphs.
31 unchanged; 16 reworded; 14 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Recent Developments
Current report
Bylaws Amendment
Current report
On June 10, 2026, the Board of Directors approved and adopted Amendment No. 1 (the “Amendment”) to our Bylaws, effective as of that date. The Amendment amended and restated Sections 1.5 and 1.8 of Article I of the Bylaws to change the quorum requirements for meetings of stockholders from a majority to not less than 33 1/3% of the votes entitled to be cast at the meeting, in accordance with Nasdaq Listing Rule 5620, and to provide that holders of a majority of the votes present at a meeting (rather than a majority of all outstanding shares) may determine that voting at meetings of stockholders be conducted by written ballot.
Current report
Notices from Nasdaq and Reverse Stock Split
Current report
As previously disclosed, on February 25, 2026, we received a letter (the “Notification Letter”) from the Nasdaq Listing Qualifications Staff of Nasdaq stating that for the 30 consecutive business day period between January 9, 2026 and February 24, 2026, our common stock had not maintained a minimum closing bid price of $1.00 per share which is required for continued listing on Nasdaq. We were provided an initial period of 180 calendar days, or until August 24, 2026 (the “Compliance Period”), to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during the Compliance Period. On August 10, 2026 we effected a reverse stock split of our issued and outstanding common stock at a ratio of 1-for-35. On August 12, 2026, the closing bid price of our common stock was $5.64. We expect to regain compliance with the Bid Price Rule on or about August 21, 2026. If we do not regain compliance during the Compliance Period, our common stock will be subject to delisting. At that time, we may appeal the delisting determination to a Nasdaq hearings panel.
Current report
In addition, on May 21, 2026, we received a written notice from Nasdaq, notifying us that we are no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000 (“Stockholders’ Equity Rule”). Subsequently, we were informed by Nasdaq that we comply with the Stockholders’ Equity Rule, however if we fail to evidence compliance in our Quarterly Report on Form 10-Q for the period ended September 30, 2026, we may be we may be subject to delisting.
Current report
The notices from Nasdaq have no immediate effect on the listing of our common stock, which will continue to be listed on Nasdaq under the symbol “TNON.” There is no assurance that we will regain compliance with the Bid Price Rule, the Stockholders’ Equity Rule, or maintain compliance with any of the other Nasdaq continued listing requirements.
Current report
*2026 Offering *
Current report
On July 1, 2026, we consummated a best efforts public offering (the “2026 Offering”) of an aggregate of (i) 157,895 shares of common stock and pre-funded warrants to purchase up to 157,895 shares of common stock and (ii) common stock purchase warrants (the “Offering Warrants”) to purchase up to 378,948 shares of common stock. Each share of common stock issued (or pre-funded warrant in lieu thereof) and accompanying Offering Warrants were sold at a combined public offering price of $13.30 per share (inclusive of the pre-funded warrant exercise price of $0.035). Per the terms of the 2026 Offering, the number of shares issuable under the Offering Warrants increased to 473,685 on August 10, 2026, due to the Reverse Stock Split.
Current report
Each Offering Warrant is immediately exercisable for one share of common stock at an exercise price of $13.30 per share and will expire on the fifth anniversary of the initial exercise date. The number of shares of common stock underlying the Offering Warrants equals 150%of the number of shares of common stock purchased by each purchaser. Each pre-funded warrant is immediately exercisable for one share of common stock at an exercise price of $0.035 per share (or on a cashless basis) and will remain exercisable until the pre-funded warrants are exercised in full.
Current report
In connection with the 2026 Offering, we paid WallachBeth Capital, LLC, a placement agent in the 2026 Offering, a cash fee equal to 6.5% of the gross proceeds of the 2026 Offering and a non-accountable expense allowance equal to 1% of gross proceeds, reimbursed certain of the placement agent’s expenses, and issued the placement agent warrants to purchase shares of common stock equal to 3% of the aggregate number of shares sold in the 2026 Offering, at an exercise price equal to 120% of the public offering price per share.
Current report
The proceeds from the 2026 Offering, net of placement agent fees and offering expenses were $3,620. We intend to use the net proceeds for partial repayment of outstanding convertible notes, expansion of the commercial footprint of our product portfolio including training clinicians on 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.
Current report
Research and Development Expenses. Research and development expenses for the three months ended June 30, 2026 increased as compared to 2025 primarily due to increased professional fees ($273) and payroll and employee expenses ($74), partially offset by decreased stock-based compensation ($107). Research and development expenses for the six months ended June 30, 2026 increased as compared to 2025 primarily due to increased professional fees ($501) and payroll and employee expenses ($32), partially offset by decreased stock-based compensation ($360).
Current report
On July 1, 2026, we consummated a public offering of an aggregate of (i) 157,895 shares of common stock and pre-funded warrants to purchase up to 157,895 shares of common stock, and (ii) common stock purchase warrants to purchase up to 473,685 shares of common stock. Each share of common stock, pre-funded warrant and accompanying common stock purchase warrants was sold at a combined public offering price of $13.30 per share, for proceeds, net of placement fees and offering expenses, of approximately $3,620.
Removed paragraphs (1)
Previous report
Research and Development Expenses. Research and development expenses for the three months ended March 31, 2026 decreased as compared to 2025 primarily due to decreases in stock-based compensation ($254) and payroll and employee expenses ($42), partially offset by increases in professional fees ($203).
Reworded paragraphs (16)
Previous wording
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2026. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. You should not place undue reliance on these forward-looking statements, which involve risks and uncertainties. As a result of many factors, including but not limited to those set forth under “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 27, 2026, our actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”
Current wording
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2026. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. You should not place undue reliance on these forward-looking statements, which involve risks and uncertainties. As a result of many factors, including but not limited to those set forth under “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 27, 2026, our actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”
Previous wording
Tenon Medical, Inc. was incorporated in the State of Delaware on June 19, 2012 and was headquartered in San Ramon, California until June 2021 when it relocated to Los Gatos, California. We are a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. We currently offer two systems to treat a diseased SI Joint. We developed The Catamaran®™ SI Joint Fusion System (“The Catamaran System”) that offers a novel, less invasive approach to the SI Joint using a single, robust, titanium implant for treatment of the most common types of SI Joint disorders that cause lower back pain. We received U.S. Food and Drug Administration (“FDA”) clearance in 2018 for The Catamaran System and are currently focused on the US market.
Current wording
Tenon Medical, Inc. was incorporated in the State of Delaware on June 19, 2012 and was headquartered in San Ramon, California until June 2021 when it relocated to Los Gatos, California. We are a medical device company dedicated to transforming care for patients with certain sacro-pelvic disorders. We currently offer two systems to treat a diseased SI Joint. We developed The Catamaran®™ SI Joint Fusion System (“The Catamaran System”) that offers a novel, less invasive approach to the SI Joint using a single, robust, titanium implant for treatment of the most common types of SI Joint disorders that cause lower back pain. We received U.S. Food and Drug Administration (“FDA”) clearance in 2018 for The Catamaran System and are currently focused on the U.S. market.
Previous wording
In August 2025, we acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+® SI Joint Fusion System (“The SImmetry+ System”) that treats disorders of the SI Joint through minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles-including joint decortication, bone graft placement, and rigid fixation-with the goal of achieving a true biological fusion across the SI Joint.
Current wording
In August 2025, we acquired substantially all of the assets of SiVantage, Inc. and SIMPL Medical, LLC, including the SImmetry+® SI Joint Fusion System (“The SImmetry+ System”) that treats disorders of the SI Joint through a minimally invasive lateral access solution that incorporates well-established orthopedic fusion principles-including joint decortication, bone graft placement, and rigid fixation-with the goal of achieving a true biological fusion across the SI Joint.
Previous wording
We have incurred net losses since our inception in 2012. As of March 31, 2026, we had an accumulated deficit of approximately $84.8 million. To date, we have financed our operations primarily through public equity offerings, private placements of equity securities, certain debt-related financing arrangements, and sales of our product. We have devoted substantially all of our resources to research and development, regulatory matters and sales and marketing of our product.
Current wording
We have incurred net losses since our inception in 2012. As of June 30, 2026, we had an accumulated deficit of approximately $88.8 million. To date, we have financed our operations primarily through public equity offerings, private placements of equity securities, certain debt-related financing arrangements, and sales of our product. We have devoted substantially all of our resources to research and development, regulatory matters and sales and marketing of our product.
Previous wording
Comparison of the Three Months Ended March 31, 2026 and 2025 (in thousands, except percentages)
Current wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025 (in thousands, except percentages)
Previous wording
*Revenue.*The increase in revenue for the three months ended March 31, 2026 as compared to 2025 was primarily due to an increase in the number of surgical procedures and the addition of revenue related to The SImmetry+ System.
Current wording
*Revenue.*The increase in revenue for both the three and six months ended June 30, 2026 as compared to 2025 was primarily due to a significant increase in the number of surgical procedures, including the addition of revenue related to The SImmetry+ System.
Previous wording
Cost of Goods Sold, Gross Profit, and Gross Margin. The change in cost of goods sold for the three months ended March 31, 2026 as compared to 2025 was due to the absorption of production overhead costs into our standard cost and operating leverage created due to lower relative fixed costs and increased revenue volume.
Current wording
Cost of Sales, Gross Profit, and Gross Margin. The change in cost of sales for the three and six months ended June 30, 2026 as compared to 2025 was due to the absorption of production overhead costs into our standard cost and operating leverage created due to lower relative fixed costs and increased revenue volume.
Previous wording
*Sales and Marketing Expenses.*Sales and marketing expenses for the three months ended March 31, 2026 increased as compared to the same period in 2025 primarily due to increased payroll and employee expenses ($82), commission expenses ($48) and consulting and professional fees ($7), partially offset by decreases in stock-based compensation ($25).
Current wording
*Sales and Marketing Expenses.*Sales and marketing expenses for the three months ended June 30, 2026 increased as compared to the same period in 2025 primarily due to increased commission expenses ($369), payroll and employee expenses ($309) and stock-based compensation ($8), partially offset by decreased consulting and professional fees ($2). Sales and marketing expenses for the six months ended June 30, 2026 increased as compared to the same period in 2025 primarily due to increased commission expense ($417) and payroll and employee expenses ($408), partially offset by decreased consulting and professional fees ($72) and stock-based compensation ($16).
Previous wording
General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2026 increased as compared to the same period in 2025 primarily due to increased payroll and employee expenses ($188), professional service fees ($80) and insurance costs ($26), partially offset by a decrease in stock-based compensation ($262).
Current wording
General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2026 increased as compared to the same period in 2025 primarily due to increased stock-based compensation ($92) and payroll and employee expenses ($66), partially offset by decreased professional service fees ($111). General and administrative expenses for the six months ended June 30, 2026 increased as compared to the same period in 2025 primarily due to increased payroll and employee expenses ($255) and insurance costs ($25), partially offset by decreased stock-based compensation ($170) and professional service fees ($23).
Previous wording
Gain on Investments, Interest Expense and Other Expense
Current wording
Gain on Investments, Interest Expense and Other Income
Previous wording
Gain on investments for the three months ended March 31, 2026 decreased as compared to 2025 due to interest on lower average cash and cash equivalent balances. Interest expense for the three months ended March 31, 2026 related to interest on our convertible notes. Other expense in 2026 related to losses on the change in fair value of our derivative liability.
Current wording
Gain on investments for the three and six months ended June 30, 2026 decreased as compared to 2025 due to interest on lower average cash and cash equivalent balances. Interest expense for the three and six months ended June 30, 2026 related to interest on our convertible notes. Other income for the three and six months ended June 30, 2026 related to gains on the change in fair value of our derivative liability.
Previous wording
As of March 31, 2026, we had cash and cash equivalents of $4.6 million. Since inception, we have financed our operations through private placements of preferred stock, debt financing arrangements, our initial public offering, additional stock offerings and the sale of our products. As of March 31, 2026, we had an accumulated deficit of $84.8 million, and we expect to incur additional losses in the future. We have not achieved positive cash flow from operations to date.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $1.7 million. Since inception, we have financed our operations through private placements of preferred stock, debt financing arrangements, our initial public offering, additional stock offerings and the sale of our products. As of June 30, 2026, we had an accumulated deficit of $88.8 million, and we expect to incur additional losses in the future. We have not achieved positive cash flow from operations to date.
Previous wording
The increase in net cash used in operating activities for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily attributable to our increased net loss as adjusted for reduced non-cash expenses ($263) in addition to decreased accounts payable ($326) and increased accounts receivable ($259), partially offset by decreases in inventory ($237).
Current wording
The increase in net cash used in operating activities for the six months ended June 30, 2026 as compared to 2025 was primarily attributable to our increased net loss adjusted for increased non-cash expenses ($460) in addition to decreased accounts payable ($742) and increased accounts receivable ($348), partially offset by decreases in inventory ($598).
Previous wording
Cash used in investing activities for the three months ended March 31, 2026 consisted of purchases of property and equipment ($56).
Current wording
Cash used in investing activities for the six months ended June 30, 2026 and 2025 consisted of purchases of property and equipment ($228 and $192, respectively).
Previous wording
Cash provided by financing activities for the three months ended March 31, 2026 consisted of the net proceeds from the issuance of convertible notes ($3,867). Cash provided by financing activities for the three months ended March 31, 2025 consisted primarily of gross proceeds from the issuance of common stock from our securities purchase agreements ($4,010) and gross proceeds from the exercise of warrants under the inducement agreement ($3,057), net of total offering costs ($808).
Current wording
Cash provided by financing activities for the six months ended June 30, 2026 consisted of the net proceeds from the issuance of convertible notes ($3,867). Cash provided by financing activities for the six months ended June 30, 2025 consisted primarily of gross proceeds from the issuance of common stock from our securities purchase agreements ($4,010) and gross proceeds from the exercise of warrants under the inducement agreement ($3,057), net of total offering costs ($867).
Previous wording
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported results of operations during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from three other sources. Actual results could differ from these estimates under different assumptions or conditions. For the three months ended March 31, 2026, there were no significant changes to our existing critical accounting policies from those disclosed in our Annual Report on Form 10-K with the exception of our policy for derivative liabilities which is included herein.
Current wording
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported results of operations during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. For the six months ended June 30, 2026, there were no significant changes to our existing critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K with the exception of our policy for derivative liabilities which is included in Note 2 to our condensed financial statements.