Tenon Medical Announces $5.16M Convertible Note Private Placement

What Happened

• Tenon Medical, Inc. announced on March 11, 2026 that it entered into securities purchase agreements to issue $5.16 million aggregate principal amount of 20% Original Issue Discount (OID) Senior Convertible Promissory Notes. The offering generated approximately $4.3 million in gross proceeds before placement agent fees and expenses.
• The Notes mature on September 11, 2026 (company may extend to December 11, 2026). The Notes become convertible after the six-month anniversary of issuance into common stock at a conversion price equal to 80% of the volume-weighted average price (VWAP) for the three trading days immediately prior to conversion (subject to adjustment). The Company engaged WallachBeth Capital LLC as placement agent.

Key Details

• Aggregate principal: $5.16 million in 20% OID senior convertible promissory notes; gross proceeds ≈ $4.3 million.
• Maturity/extension: September 11, 2026, extendable by Company to December 11, 2026; extension increases outstanding principal by 5%.
• Conversion and repayment: Convertible after six months at a price equal to 80% of the prior 3-day VWAP; prepayments bear a 2.5% premium (prepay at 102.5% of principal). Company must prepay 15% of net proceeds from any future securities financing.
• Placement agent: WallachBeth Capital LLC; fee = 7.0% of gross proceeds + $65,000 expense reimbursement. Offering conducted under Section 4(a)(2)/Regulation D (private placement).

Why It Matters

• This transaction provides Tenon Medical with near-term cash (about $4.3M before fees) to fund operations, but it is short-term debt with a high effective cost (20% OID plus a 7% placement fee and expense reimbursement).
• The conversion feature (conversion at 80% of recent VWAP) could lead to equity dilution if holders convert the Notes into common stock. The short maturity means the company may need to repay, convert, or extend the Notes within months, which could affect liquidity or trigger additional financings.
• Investors should note the placement was a private (Reg D) offering; further details are in the forms of the Notes and Purchase Agreements filed as exhibits and the company’s March 12, 2026 press release.