On October 16, 2026, Tenon Medical, Inc. entered into a waiver agreement with an institutional investor to allow the company to increase the amount of common stock it may sell under an existing at-the-market (ATM) offering. The waiver permits the filing of one or more prospectus supplements to raise additional shares of common stock, par value $0.001 per share, as authorized by a Sales Agreement dated August 11, 2026, with A.G.P./Alliance Global Partners.
In consideration for the waiver, the Company issued a Series B common stock purchase warrant to the Investor. This warrant allows the Investor to purchase up to 125,000 shares of Common Stock at an exercise price of $5.02 per share. The warrant is set to expire on September 14, 2031, and is subject to beneficial ownership limitations. The issuance of the warrant and the underlying shares relies on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D.
Additionally, the waiver agreement extends the period during which certain restrictions on sales under the ATM offering apply by fifteen days, making them effective until seventy-five days following the Effective Date of the original Purchase Agreement. The Company also agreed to file a registration statement on Form S-3 (or another appropriate form) to register the resale of the New Warrant Shares by the Investor. This registration must be filed within 60 calendar days of the waiver and become effective within 90 days (or 120 days in the case of a full review by the SEC). The registration statement must remain effective until no holder of the New Warrant owns any of the New Warrant Shares.
Separately, the Company’s placement agent, WallachBeth Capital LLC, also entered into a waiver on October 16, 2026, waiving its rights to prohibit the increase in the amount of Common Stock saleable under the Sales Agreement.
