Tenon Medical, Inc. 8-K

What Happened

• On June 10, 2026, Tenon Medical, Inc.’s Board approved and adopted Amendment No. 1 to the Company’s Bylaws, effective that date, and reported the change in a Form 8-K filed June 11, 2026 (Item 5.03).
• The amendment restates Sections 1.5 and 1.8 of Article I to change quorum and voting determinations for stockholder meetings, consistent with Nasdaq Listing Rule 5620.

Key Details

• Date adopted: June 10, 2026; Form 8-K filed June 11, 2026 (Item 5.03).
• Quorum change: from a majority of outstanding voting shares to not less than 33 1/3% of the votes entitled to be cast.
• Voting rule change: holders representing a majority of the votes present at a meeting (rather than a majority of all outstanding shares) may decide that voting is by written ballot and conducted by inspectors of election.
• The full text of Amendment No. 1 is filed as Exhibit 3.1 to the Form 8-K.

Why It Matters

• The Bylaw changes alter the thresholds that determine when shareholder meetings are valid and how certain voting procedures are implemented. These are governance rules that affect how shareholder actions are approved at meetings.
• The amendment aligns the company’s bylaws with Nasdaq Listing Rule 5620, a compliance-related update investors should note when considering shareholder rights and corporate governance.