{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-098519","form_type":"8-K","ticker":"TNON","cik":"0001560293","company_name":"Tenon Medical, Inc.","filed_at":"2023-12-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:29.519633+00:00","generated_at":"2026-06-07T07:19:29.503853+00:00","sec_items":["5.07","8.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Tenon Medical stockholders approve reverse split, adjourn meeting for charter amendment vote","bullets":["Proposal 1 (stock issuance for Series A Preferred and Warrants) approved: 938,808 For, 35,310 Against.","Proposal 3 (reverse stock split, ratio 1:2 to 1:50) approved: 1,378,827 For, 114,415 Against.","Proposal 2 (Blank Check Preferred Amendment) failed: 903,573 For vs needed majority of ~1.24M outstanding shares.","Special meeting adjourned to Jan 8, 2024 at 1:30pm PT to re-solicit votes on Proposal 2."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-098519","json":"https://secwatch.observer/filing/0001213900-23-098519.json","markdown":"https://secwatch.observer/filing/0001213900-23-098519.md","text":"https://secwatch.observer/filing/0001213900-23-098519.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1560293/000121390023098519/0001213900-23-098519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1560293/000121390023098519/ea190633-8k_tenonmed.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T07:19:29.503853+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2d1644cb252a3d962e6cb9daa30c784f9ee099c4","claim":"Tenon Medical, Inc. shareholders approved To consider and vote on a proposal to approve, for purposes of Nasdaq Listing Rule 5635(d) and Nasdaq Listing Rule 5635(b), the issuance of the maximum number of shares of our common stock issuable under the terms of Series A Preferred Stock and Warrants to be issued by the Company to investors at the 2023-12-21 meeting.","evidence_excerpt":"Proposal No. 1 – To consider and vote on a proposal to approve, for purposes of Nasdaq Listing Rule 5635(d) and Nasdaq Listing Rule 5635(b), the issuance of the maximum number of shares of our common stock issuable under the terms of Series A Preferred Stock and Warrants to be issued by the Company to investors; For Against Abstain 938,808 35,310 11,668","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1560293/000121390023098519/0001213900-23-098519-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-21"}],"fact_type":"shareholder_vote"},{"claim_id":"323140e5e839f94352cf59b0335ee422fc546028","claim":"Tenon Medical, Inc. shareholders rejected To consider and vote on a proposal to approve an amendment (the \"Blank Check Preferred Amendment\") to the Company's Second Amended and Restated Certificate of Incorporation, as amended (the \"Certificate of Incorporation\"), to expressly vest in the Board of Directors of the Company (the \"Board\") the at the 2023-12-21 meeting.","evidence_excerpt":"Proposal No. 2 – To consider and vote on a proposal to approve an amendment (the \"Blank Check Preferred Amendment\") to the Company's Second Amended and Restated Certificate of Incorporation, as amended (the \"Certificate of Incorporation\"), to expressly vest in the Board of Directors of the Company (the \"Board\") the authority to issue the preferred stock with powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof as the Board; For Against Abstain 903,573 65,526 16,687","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1560293/000121390023098519/0001213900-23-098519-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-12-21"}],"fact_type":"shareholder_vote"},{"claim_id":"4e9f9205336c70d58cfa32532913ca98a058320e","claim":"Tenon Medical, Inc. shareholders approved To consider and vote on the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies. at the 2023-12-21 meeting.","evidence_excerpt":"Proposal No. 4 – To consider and vote on the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies. For Against Abstain 1,356,229 127,140 10,132","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1560293/000121390023098519/0001213900-23-098519-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-21"}],"fact_type":"shareholder_vote"},{"claim_id":"a9ae941f0ccddc0f9e27dca2dfb374d945c3ca85","claim":"Tenon Medical, Inc. shareholders approved To consider and vote on a proposal to approve an amendment (the \"Reverse Stock Split Amendment\") to the Certificate of Incorporation to provide for a reverse stock split (the \"Reverse Stock Split\") of the Common Stock, that will be at a ratio ranging from one for two (1:2) to one for fifty (1:50) (t at the 2023-12-21 meeting.","evidence_excerpt":"Proposal No. 3 – To consider and vote on a proposal to approve an amendment (the \"Reverse Stock Split Amendment\") to the Certificate of Incorporation to provide for a reverse stock split (the \"Reverse Stock Split\") of the Common Stock, that will be at a ratio ranging from one for two (1:2) to one for fifty (1:50) (the \"Split Ratio Range\"), the final determination of which shall be determined by the Board; and For Against Abstain 1,378,827 114,415 5,261","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1560293/000121390023098519/0001213900-23-098519-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-21"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}