UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 1.01. Entry into a Material Definitive Agreement.
On November 21, 2023, Tenon Medical, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain investors (the “Investors”), pursuant to which the Company agreed to sell, issue and deliver to the Investors, in a private placement offering (the “Offering”), a total of $1,250,000 in secured notes (the “Notes”) and warrants (the “Warrants”) to purchase 45,000 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) at an exercise price equal to $1.94 per share.
The Notes bear an interest rate of 10% per annum with a default rate of 12% per annum and have a maturity date of November 21, 2024. All principal and accrued interest is payable at maturity. However, at any time during the term of the Notes, the principal amount of the Notes together with all accrued and unpaid principal thereon (the “Prepayment Amount”) may be paid in full, but not in part, by the Company. The Prepayment Amount may be paid by the Company in cash or by the issuance to the Investors of in shares of Series A Preferred Stock (the “Series A Preferred Stock”) to be designated by the Company having a stated value equal to the Prepayment Amount and terms described in the Company’s proxy statement filed with the Securities and Exchange Commission on November 22, 2023, if prior to such payment with Series A Preferred Stock the following conditions are met:
| 1. | Certain stockholder proposals described in the Notes are approved by the Company’s stockholders; and |
| 2. | The Company has commitments from investors other than the Investors to purchase shares of Series A Preferred Stock with a stated value of at least $3,750,000. |
The Notes are secured by a first priority security interest in all of the assets of the Company.
The Warrants expire five (5) years from the issuance date of the Warrants. The Warrants contain a “cashless exercise” feature and contain anti-dilution rights on subsequent issuances of equity or equity equivalents.
The Company received $1,125,000 from the Offering after payment of investor expenses. The Company intends to use the net proceeds for working capital and other general corporate purposes.
The foregoing summaries of the Purchase Agreement, the Notes and the Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such form of documents attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K (this “Report”), which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Warrants to the purchasers in reliance on the exemption from registration provided by Section 4(a)(2) and Regulation 506(b) under the Securities Act of 1933, as amended (the “Securities Act”).
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 10.2 | Form of Note. | |
| 10.3 | Form of Warrant. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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: November 28, 2023 | TENON MEDICAL, INC. | |
| By: | /s/ Steven M. Foster | |
| Name: | Steven M. Foster | |
| Title: | Chief Executive Officer and President | |
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