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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.
1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 3, 2026
TELA
Bio, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39130 |
|
45-5320061 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
1
Great Valley Parkway, Suite 24
Malvern,
Pennsylvania |
|
19355 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (484) 320-2930
Not Applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| Common
Stock, par value $0.001 per share |
|
TELA |
|
Nasdaq
Global Market |
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).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K supplements
and amends Item 5.02 of the Current Report on Form 8-K filed on August 4, 2026 (the “Original Form 8-K”) to
disclose information regarding material modifications to a material compensatory plan, contract or arrangement as to which a named executive
officer of the registrant participates that were effected pursuant to an agreement entered into subsequent to the filing of the Original
Form 8-K. No other changes have been made to the Original Form 8-K.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As reported in the Original Form 8-K, the Board of Directors (the “Board”)
of TELA Bio, Inc. (the “Company”) determined that Antony Koblish will no longer serve as the Company’s
Chief Executive Officer as of August 3, 2026 (the “Separation Date”) and that the Company and Mr. Koblish expected
to enter into a separation agreement.
On August 7, 2026 (the “Effective Date”),
the Company and Mr. Koblish entered into a Separation Agreement and General Release (the “Separation Agreement”).
Pursuant to the Separation Agreement, Mr. Koblish will receive all accrued and unpaid base salary through the Separation Date and will
remain eligible to elect to continue coverage under the Company’s health, dental and vision benefits pursuant to the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”) through August 31, 2026. Further, pursuant to the Separation Agreement, Mr. Koblish
will receive an amount equal to 12 months of his base salary rate in effect immediately prior to the Separation Date, paid ratably in
substantially equal installments in accordance with the Company’s payroll practice over 12 months, beginning on the first payroll
date following the Effective Date. If Mr. Koblish timely elects to continue his health, dental and vision coverage under COBRA by September
1, 2026, the Company will pay COBRA premiums on Mr. Koblish’s behalf for a period of twelve (12) months, under the same terms and
conditions as if Mr. Koblish was an active employee. Mr. Koblish’s equity awards granted under the Company’s Amended and Restated
2019 Equity Incentive Plan, as amended, and any other equity plan shall all immediately accelerate and become fully vested and exercisable
or nonforfeitable as of the Effective Date. Mr. Koblish’s option excise period for any outstanding options (including any options
accelerated in accordance with the above) shall be extended until the earlier of (i) December 31, 2027 and (ii) the applicable expiration
date of such options, subject to earlier termination in the event of a change in control. Mr. Koblish’s performance stock units
shall remain outstanding and eligible to vest upon the achievement of certain annual revenue and gross margin goals to the extent achieved
on or prior to December 31, 2026; provided that if a change in control transaction occurs on or prior to December 31, 2026, such performance
stock units shall vest at target. Additionally, Mr. Koblish agreed to a general release and waiver of claims against the Company.
The foregoing description of the Separation Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which will be filed as an exhibit
to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
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.
| TELA BIO, INC. |
|
| |
|
| By: |
/s/ Roberto Cuca |
|
| Name: |
Roberto Cuca |
|
| Title: |
Chief Operating Officer; Chief Financial Officer and Corporate Secretary |
|
Date: August 13, 2026
