Dilution profile // every instrument, one screen, from SEC filings

Tenon Medical, Inc. (TNON)

CIK 1560293 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$116M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
HIGHwarrants = 2998% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-73% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~1.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2022-06-092026-08-13

Latest: 667,047 shares as of Aug 13, 2026 (10-Q). Share count fell from 11.6M to 667,047 between May 15, 2026 and Aug 13, 2026, a pattern consistent with a reverse split (roughly 1-for-17); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Warrant378,948$0.035
Series C1 Warrants69,878$43.755y
PIPE Warrants63,369$40.63y
Series E Warrants36,329$70
New Warrants34,939$43.75
Series C2 Warrants34,939$43.753y
Series D Warrants20,958$70
Registered Offering Warrants5,929not tagged
Series A Preferred Stock Warrants1,484$149.8
Series B Preferred Stock Warrants464$149.65
Convertible Note Warrants161$543.2
IPO Warrants35$14000

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 20.0M underlying shares, as reported Jun 30, 2023 (10-Q).

Reported exercise price: $1.16 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 20.7M = 667,047 O/S + 20.0M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Promissory Notesnot tagged$5.2M$5.4845

Notes exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding667,047Aug 13, 2026
+ Warrant (if exercised)378,948Jul 1, 2026
+ Series C1 Warrants (if exercised)69,878Mar 11, 2025
+ PIPE Warrants (if exercised)63,369Nov 11, 2025
+ Series E Warrants (if exercised)36,329Mar 25, 2025
+ New Warrants (if exercised)34,939Mar 11, 2025
+ Series C2 Warrants (if exercised)34,939Mar 11, 2025
+ Series D Warrants (if exercised)20,958Mar 25, 2025
+ Registered Offering Warrants (if exercised)5,929Jun 30, 2026
+ Series A Preferred Stock Warrants (if exercised)1,484Feb 20, 2024
+ Series B Preferred Stock Warrants (if exercised)464Sep 5, 2024
+ Convertible Note Warrants (if exercised)161Nov 30, 2023
+ IPO Warrants (if exercised)35Apr 30, 2022
Fully diluted estimate1.3M+97.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $116.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Aug 11, 2026$100.0M registeredfiling →
S-1Jun 22, 2026$10.2M registeredfiling →
S-3Dec 10, 2025$6.0M registeredfiling →

Last 12 months: 4 executed · 6 registered.

REGISTEREDAug 11, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDJun 30, 2026Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
REGISTEREDJun 29, 2026S-1MEF registration — capacity to sell shares, not a sale yetS-1MEF
EFFECTIVEJun 29, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJun 26, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDJun 22, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDJun 22, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDMar 17, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDDec 10, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDNov 17, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDOct 16, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 7, 2025Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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