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2026-09-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 28, 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. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On September 28, 2026, TELA Bio, Inc. (the “Company”)
entered into a Limited Consent to Credit Agreement and Guaranty (the “Limited Consent”) with Perceptive Credit
Holdings V, LP, as administrative agent and collateral agent (the “Administrative Agent”), and the lenders party
thereto constituting the Required Lenders under the Credit Agreement (as defined below) (the “Consenting Lenders”).
As previously disclosed on November 14, 2025, the Company is party
to that certain Credit Agreement and Guaranty, dated as of November 13, 2025 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), by and among the Company, the Administrative Agent and the lenders
party thereto from time to time, pursuant to which the lenders have made term loans and other financial accommodations available to the
Company.
Pursuant to the Limited Consent, the Administrative Agent and the Consenting
Lenders agreed that the minimum Revenue (as defined in the Credit Agreement) covenant set forth in Section 10.02 of the Credit Agreement
shall not be tested with respect to the fiscal quarters ending on or about September 30, 2026 and December 31, 2026.
The foregoing description of the Limited Consent does not purport to
be complete and is qualified in its entirety by reference to the full text of the Limited Consent, 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/ Heather Getz |
| |
Name: |
Heather Getz |
| |
Title: |
Chief Executive Officer and Director |
Date: September 29, 2026
