UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 10, 2026, the Board of Directors (the “Board”) of Tenon Medical, Inc. (the “Company’) approved and adopted Amendment No.1 (the “Amendment”) to the Bylaws of the Company (“Bylaws”), effective as of such date. The Amendment amends and restates in their entirety Sections 1.5 and 1.8 of Article I of the Bylaws.
The Amendment changes the quorum requirement for meetings of stockholders from a majority to not less than 33 1/3% of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting, in accordance with Nasdaq Listing Rule 5620. The Amendment also amends the voting provisions in Section 1.8 of the Bylaws to provide, among other things, that the holders of shares of stock having not less than a majority of the votes present at a meeting (instead of a majority of all outstanding shares of stock) may determine that the voting at meetings of stockholders needs to be by written ballot and conducted by inspectors of election.
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, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to the Bylaws of Tenon Medical, Inc. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
1
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 11, 2026 | TENON MEDICAL, INC. | |
| By: | /s/ Steven M. Foster | |
| Name: | Steven M. Foster | |
| Title: | Chief Executive Officer and President | |
2
Exhibit 3.1
AMENDMENT NO. 1
TO THE BYLAWS
OF
TENON MEDICAL, INC.
The Bylaws (the “Bylaws”) of Tenon Medical, Inc., a Delaware corporation (the “Company”), are hereby amended as follows:
| 1. | Section 1.5 of Article I of the Bylaws is hereby amended and restated in its entirety to read as follows: |
1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having not less than 33 1/3% of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. Where a separate vote by a class or series or classes or series is required, 33 1/3% of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section 1.6, until a quorum is present or represented.
| 2. | Section 1.8 of Article I of the Bylaws is hereby amended and restated in its entirety to read as follows: |
1.8 Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.
Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having not less than a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.
Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation or these bylaws.
| 3. | Except as specifically amended herein, the Bylaws shall remain unchanged and, as modified, continue in full force and effect. |
The undersigned, Chief Executive Officer of the Company, hereby certifies that this Amendment No. 1 to the Bylaws was approved by the Board of Directors on June 10, 2026 and is effective as of such date.
| TENON MEDICAL, INC. | |
| /s/ Steven Foster | |
|
Steven Foster, Chief Executive Officer and President |