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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 26, 2026
TENON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41364 |
|
45-5574718 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
| 104 Cooper Court |
|
|
| Los Gatos, CA |
|
95032 |
| (Address of principal executive offices) |
|
(Zip Code) |
(408) 649-5760
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
TNON |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
TNONW |
|
The Nasdaq Stock Market LLC |
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).
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure under Item 5.02 of this Current Report on Form 8-K
is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2026 Executive Compensation Plan
On February 26, 2026, the Compensation Committee
(the “Committee”) of the Board of Directors (the “Board”) of Tenon Medical, Inc. (the “Company”) approved
the Company’s 2026 Executive Compensation Plan (the “2026 Compensation Plan”), which provides for increased compensation
for certain of the Company’s executive officers, effective as of March 1, 2026.
Under the 2026 Compensation Plan, the annual base salaries of Steven
M. Foster, Chief Executive Officer and President, Kevin Williamson, Chief Financial Officer, and Richard Ginn, Chief Operating Officer,
were each increased by 5%, to $420,000, $330,750 and $304,500, respectively. In addition, the annual bonus opportunity for Mr. Foster
was changed to 50% of base salary based upon achievement of mutually agreed upon milestones, and for each of Mr. Williamson and Mr. Ginn
to 35% of base salary based upon achievement of mutually agreed upon milestones. The 2026 Compensation Plan also provides for a second
bonus to each of Mr. Foster, Mr. Williamson, and Mr. Ginn of up to $100,000, $70,000, and $50,000, respectively, based on certain milestones
determined by the Board.
Amendment to Richard Ferrari’s Consulting
Agreement
On May 7, 2026, the Committee approved an amendment (the “Amendment”)
to the consulting agreement, dated May 7, 2021, by and between the Company and Richard Ferrari, the Company’s Executive Chairman
(the “Original Agreement”). The Amendment extends the term of the Original Agreement for an additional one (1) year, beginning
on May 7, 2026 and ending on May 6, 2027. Under the Amendment, Mr. Ferrari will continue to serve as Executive Chairman of the Company
and will receive compensation of $45,000 per quarter ($180,000 on an annual basis).
A copy of the Amendment is attached hereto as Exhibit 10.2 and is incorporated
herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference
to the full text of the Amendment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment to the Consulting Agreement, dated May 7, 2021, by and between Tenon Medical, Inc. and Richard Ferrari, dated as of May 7, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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: June 12, 2026 |
TENON MEDICAL, INC. |
| |
|
|
| |
By: |
/s/ Steven M. Foster |
| |
Name: |
Steven M. Foster |
| |
Title: |
Chief Executive Officer and President |
