{"filing":{"accession_number":"0001213900-26-087352","cik":"0001560293","ticker":"TNONW","company_name":"Tenon Medical, Inc.","form":"8-K","filing_date":"2026-08-10","report_date":"2026-08-06","primary_document":"ea0301424-8k_tenon.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1560293/000121390026087352/ea0301424-8k_tenon.htm"},"events":[{"id":26748,"run_id":24319,"accession_number":"0001213900-26-087352","anchor_item_number":"3.03","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"summary":"Tenon Medical implemented a 1-for-35 reverse stock split effective August 10, 2026, to meet Nasdaq's minimum $1.00 average closing price requirement for continued listing on the Nasdaq Capital Market. The reverse split was undertaken in direct response to delisting risk and represents a material event affecting the company's exchange listing status.","company_name":"Tenon Medical, Inc.","ticker":"TNONW","filing_date":"2026-08-10","form":"8-K","submitted_at":null,"items":[{"id":27980,"accession_number":"0001213900-26-087352","item_number":"3.03","item_title":"Material Modification to Rights","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a 1-for-35 reverse stock split undertaken to meet Nasdaq's minimum $1.00 average closing price requirement for continued listing. The press release explicitly states \"The primary goal of the reverse stock split is to increase the per share market price of the Company's common stock to meet the minimum $1.00 average closing price requirement for continued listing on the Nasdaq Capital Market.\" This is a direct response to delisting risk and would materially affect investor assessment of the company's exchange listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:32.846677+00:00","company_name":"","ticker":null,"filing_date":""},{"id":27981,"accession_number":"0001213900-26-087352","item_number":"5.03","item_title":"Amendment to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure reports the implementation of a 1-for-35 reverse stock split that was previously approved by stockholders at the July 23, 2026 annual meeting. The filing documents the filing of the Certificate of Amendment with Delaware and the effective date of the split (August 10, 2026). While reverse stock splits can signal delisting risk, the company explicitly states the goal is to \"increase the per share market price of the Company's common stock to meet the minimum $1.00 average closing price requirement for continued listing on the Nasdaq Capital Market\"—a governance/capital structure matter rather than a material adverse event. The split itself is a routine administrative implementation of previously approved shareholder action.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:32.846677+00:00","company_name":"","ticker":null,"filing_date":""},{"id":27982,"accession_number":"0001213900-26-087352","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a 1-for-35 reverse stock split undertaken to meet Nasdaq's minimum $1.00 average closing price requirement for continued listing. The press release explicitly states \"The primary goal of the reverse stock split is to increase the per share market price of the Company's common stock to meet the minimum $1.00 average closing price requirement for continued listing on the Nasdaq Capital Market.\" This is a direct response to delisting risk and would materially affect investor assessment of the company's exchange listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:32.846677+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":27980,"accession_number":"0001213900-26-087352","item_number":"3.03","item_title":"Material Modification to Rights","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a 1-for-35 reverse stock split undertaken to meet Nasdaq's minimum $1.00 average closing price requirement for continued listing. The press release explicitly states \"The primary goal of the reverse stock split is to increase the per share market price of the Company's common stock to meet the minimum $1.00 average closing price requirement for continued listing on the Nasdaq Capital Market.\" This is a direct response to delisting risk and would materially affect investor assessment of the company's exchange listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:32.846677+00:00","company_name":"Tenon Medical, Inc.","ticker":"TNONW","filing_date":"2026-08-10"},{"id":27981,"accession_number":"0001213900-26-087352","item_number":"5.03","item_title":"Amendment to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure reports the implementation of a 1-for-35 reverse stock split that was previously approved by stockholders at the July 23, 2026 annual meeting. The filing documents the filing of the Certificate of Amendment with Delaware and the effective date of the split (August 10, 2026). While reverse stock splits can signal delisting risk, the company explicitly states the goal is to \"increase the per share market price of the Company's common stock to meet the minimum $1.00 average closing price requirement for continued listing on the Nasdaq Capital Market\"—a governance/capital structure matter rather than a material adverse event. The split itself is a routine administrative implementation of previously approved shareholder action.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:32.846677+00:00","company_name":"Tenon Medical, Inc.","ticker":"TNONW","filing_date":"2026-08-10"},{"id":27982,"accession_number":"0001213900-26-087352","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a 1-for-35 reverse stock split undertaken to meet Nasdaq's minimum $1.00 average closing price requirement for continued listing. The press release explicitly states \"The primary goal of the reverse stock split is to increase the per share market price of the Company's common stock to meet the minimum $1.00 average closing price requirement for continued listing on the Nasdaq Capital Market.\" This is a direct response to delisting risk and would materially affect investor assessment of the company's exchange listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:11:32.846677+00:00","company_name":"Tenon Medical, Inc.","ticker":"TNONW","filing_date":"2026-08-10"}]}
