0001560293 1 2026-08-25 2026-08-25 0001560293 2 2026-08-25 2026-08-25 0001560293 2026-08-25 2026-08-25 iso4217:USD pure shares S-3/A EX-FILING FEES 0001560293 333-292032 N/A N/A S-3 Tenon Medical, Inc. false Equity Common Stock, par value $0.001 per share true 1680935 4.59 7715491.65 0.0001381 1065.51 true Equity Common Stock, par value $0.001 per share true 155111 38.6750 5998917.93 901.03 13714409.58 1966.54 901.03 0.00 1065.51 In accordance with Rule 416(a), Tenon Medical, Inc. (the “Company”) is also registering an indeterminate number of additional shares of common stock of the Company (the “Common Stock”) that shall be issuable pursuant to Rule 416 to prevent dilution resulting from any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.<br/><br/>Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Company’s Common Stock reported on Nasdaq Capital Markets, LLC on September 1, 2026.<br/><br/>Represents the resale of (i) up to 597,610 shares of Common Stock issuable upon exercise of pre-funded warrants dated August 31, 2026, issued to a certain purchaser thereof (the “August 2026 Purchaser”) in a private placement transaction pursuant to securities purchase agreement (“August 2026 Purchase Agreement”) dated August 27, 2026, by and between the Company and the August 2026 Purchaser, (ii) up to 1,058,517 shares of Common Stock issuable upon exercise of Series A common stock purchase warrant dated August 31, 2026 issued to the August 2026 Purchaser pursuant to August 2026 Purchase Agreement, (iii) 7,918 shares of Common Stock issued by the Company to SiVantage, Inc. pursuant to the asset purchase agreement by and between the Company and SiVantage, Inc., dated August 1, 2025 (the “Asset Purchase Agreement”), and (iv) up to 16,890 shares of Common Stock issuable by the Company to SiVantage, Inc. upon achievement of certain milestones pursuant to the Asset Purchase Agreement. In accordance with Rule 416(a), the Company is also registering an indeterminate number of additional shares of Common Stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.<br/><br/>Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Company’s Common Stock reported on Nasdaq Capital Markets, LLC on December 5, 2025.<br/><br/>Represents the resale of (i) 63,380 shares of Common Stock issued to the accredited investors on November 14, 2025 in a private placement transaction (“Private Placement”) pursuant to securities purchase agreements dated November 10, 2025 (the “Securities Purchase Agreements”), by and between the Company and accredited investors, (ii) up to 63,380 shares of Common Stock issuable upon exercise of common stock purchase warrants issued to the accredited investors in the Private Placement on November 14, 2025, (iii) 3,947 shares of Common Stock issued by the Company to Wyatt Geist, its Chief Innovation Officer, on August 1, 2025, pursuant to his employment agreement with the Company, (iv) 3,947 shares of Common Stock issued by the Company to Nathaniel Grawey, its Chief Commercial Officer, on August 1, 2025, pursuant to his employment agreement with the Company, (v) 20,269 shares of Common Stock issued by the Company to SiVantage, Inc. pursuant to the asset purchase agreement by and between the Company and SiVantage, Inc., dated August 1, 2025, and (vi) 188 shares of Common Stock issued by the Company to its employee pursuant to Tenon Medical, Inc.2022 Equity Incentive Plan, in each case as adjusted for the Company’s 1-for-35 reverse stock split effected on August 10, 2026.