Tenon Medical, Inc. Completes \$4.3 Million Private Placement of Senior Convertible Notes

Key Highlights for Investors

• Private Placement Closed: Tenon Medical, Inc. (NASDAQ: TNON) has successfully closed a private placement offering of senior convertible promissory notes, raising gross proceeds of \$4.3 million.
• Investor Base: The offering attracted participation from several institutional and high net worth investors, demonstrating confidence in Tenon’s growth trajectory and business prospects.
• Note Structure & Conversion:
  • The notes were issued at a 20% original issue discount and have an aggregate principal amount of \$4.3 million.
  • Maturity Date: September 11, 2026.
  • Convertible Feature: Following the six-month anniversary of issuance, the notes are convertible into shares of Tenon’s common stock. The conversion price is set at 80% of the volume-weighted average price (VWAP) for the three trading days immediately prior to the date of conversion, subject to further adjustment.
  • Potential Dilution: The conversion feature could result in dilution for existing shareholders if investors opt to convert their notes into equity. This is a key price-sensitive element to monitor.
• Use of Proceeds: Tenon plans to use the net proceeds for:
  • Commercial expansion
  • Product development
  • Clinical studies
  • Working capital
  • General corporate purposes
• Placement Agent & Legal Advisors: WallachBeth Capital, Inc. served as placement agent. Legal counsel for Tenon was Sichenzia Ross Ference Carmel LLP; Sheppard Mullin, Richter and Hampton LLP represented the placement agent.
• Securities Registration Status: The notes and shares issuable upon conversion have not been registered under the Securities Act of 1933 or any state securities laws. They cannot be offered or sold in the U.S. without registration or an applicable exemption.
• Additional Disclosure: More detailed information about the transaction will be available in Tenon’s Current Report on Form 8-K, which will be filed with the SEC.

Company Overview

Tenon Medical, Inc., founded in 2012, is a medical device company focused on improving care for patients with sacro-pelvic disorders. The company’s flagship product, the Catamaran SI Joint Fusion System, is a minimally invasive solution using a single titanium implant designed to stabilize and transfix the SI Joint along its longitudinal axis. The surgical approach aims to minimize risk by avoiding critical neural and vascular structures and targeting the strongest cortical bone.

Since the national launch in October 2022, Tenon is targeting three primary opportunities:

1. Primary SI Joint procedures
2. Revision procedures for failed SI joint implants
3. Augmenting spinal fusion procedures

The company holds a robust intellectual property portfolio with several registered trademarks including Catamaran®, PiSIF®, CAT PiSIF®, ETAD®, SImmetry®, and others.

Forward-Looking Statements & Risks

Tenon’s announcement contains forward-looking statements regarding its future plans, intended use of capital, and potential developments. Actual results may differ materially due to uncertainties and risks outlined in the company’s SEC filings, including its Annual Report on Form 10-K.

Implications for Shareholders

• Potential Share Price Impact: The successful closing of this financing provides Tenon with additional capital to fuel growth, potentially enhancing shareholder value if the funds are deployed effectively. However, the convertible nature of the notes and their discounted conversion price could lead to dilution and downward pressure on share price if converted into equity.
• Product & Commercial Expansion: The funding supports Tenon’s ongoing commercial and clinical initiatives, which could drive revenue growth and improve market positioning.
• Regulatory & Legal Considerations: The notes and underlying shares are currently unregistered, which may impact liquidity and investor access until registration or exemption is achieved.
• Risk Factors: Investors should review Tenon’s filings for detailed risk disclosures, particularly around dilution, execution of business plans, and other uncertainties.

Investor Contacts

For further information, investors may contact Shannon Devine at MZ North America, phone: 203-741-8811, email: [email protected].

Disclaimer

This article is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities. Forward-looking statements are subject to risks and uncertainties and actual results may differ materially. Investors are advised to review Tenon Medical, Inc.’s filings with the SEC for comprehensive risk disclosures before making any investment decisions.

View Tenon Medical, Inc. Historical chart here