Tenon Medical, Inc.

false --12-31 0001560293 0001560293 2026-06-10 2026-06-10 0001560293 TNON:CommonStockParValue0.001PerShareMember 2026-06-10 2026-06-10 0001560293 TNON:WarrantsMember 2026-06-10 2026-06-10 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): June 10, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 10, 2026, the Board of Directors (the “Board”) of Tenon Medical, Inc. (the “Company’) approved and adopted Amendment No.1 (the “Amendment”) to the Bylaws of the Company (“Bylaws”), effective as of such date. The Amendment amends and restates in their entirety Sections 1.5 and 1.8 of Article I of the Bylaws. The Amendment changes the quorum requirement for meetings of stockholders from a majority to not less than 33 1/3% of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting, in accordance with Nasdaq Listing Rule 5620. The Amendment also amends the voting provisions in Section 1.8 of the Bylaws to provide, among other things, that the holders of shares of stock having not less than a majority of the votes present at a meeting (instead of a majority of all outstanding shares of stock) may determine that the voting at meetings of stockholders needs to be by written ballot and conducted by inspectors of election. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed herewith: Exhibit No. Description 3.1 Amendment No. 1 to the Bylaws of Tenon Medical, Inc. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 1 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: June 11, 2026 TENON MEDICAL, INC. By: /s/ Steven M. Foster Name: Steven M. Foster Title: Chief Executive Officer and President 2