$5.16 million in aggregate principal amount is the corrected figure at the center of Tenon Medical, Inc.'s (Nasdaq: TNON) amended Form 8-K/A, filed August 26, 2026, which restates a March 17, 2026 original report that had listed the principal erroneously at $4.3 million. The Los Gatos, California company simultaneously reset the conversion floor price in an amended exhibit to $0.1567 per share. Gross proceeds from the March 11, 2026 private placement remain approximately $4.3 million before placement agent fees, reflecting the 20% original issue discount built into the notes' face amount.
The distinction is load-bearing. At maturity, noteholders hold $5.16 million in face claims, not the $4.3 million of cash they advanced. That gap is the OID yield.
Note terms and conversion mechanics
The 20% Original Issue Discount Senior Convertible Promissory Notes carry a six-month restriction on conversion into Tenon common stock. After that window opens, conversion prices at 80% of the three-day volume-weighted average price immediately preceding each conversion date, with the floor at the corrected $0.1567 per share.
Maturity falls on September 11, 2026. Tenon may extend at its option to December 11, 2026, though any extension adds 5% to the outstanding principal balance. Prepayments carry a 102.5% premium on the repaid amount. The company is also obligated to apply 15% of net proceeds from any future securities financing against the notes.
| Term | Detail |
|---|---|
| Principal (corrected) | $5.16 million |
| Gross proceeds | ~$4.3 million |
| OID | 20% |
| Maturity | Sept. 11, 2026; extendable to Dec. 11, 2026 |
| Extension penalty | +5% to outstanding principal |
| Conversion price | 80% of 3-day VWAP; floor $0.1567/share |
| Conversion lockup | 6 months from March 11, 2026 issuance |
| Prepayment premium | 102.5% of repaid principal |
| Mandatory prepay trigger | 15% of any future securities financing net proceeds |
| Placement agent fee | 7.0% of gross proceeds + $65,000 expenses |
WallachBeth Capital LLC acted as placement agent, earning a 7.0% cash fee on aggregate gross proceeds plus a $65,000 expense reimbursement. The notes were sold to accredited investors under the Section 4(a)(2) and Regulation D exemptions from Securities Act registration. Chief Executive Officer and President Steven M. Foster signed the amended filing on August 26, 2026.