TELA Bio does not intend reverse split at this time

After Nasdaq notified TELA of regained minimum-bid-price compliance, the company said it does not intend to implement the authorized reverse split at this time.

Rhea-AI Filing Summary

TELA Bio, Inc. (TELA) stockholders approved an amendment authorizing the Board, in its sole discretion, to combine common shares at a reverse-split ratio from one-for-five to one-for-fifteen. The company said it does not intend to effect the reverse stock split at this time after Nasdaq notified it on October 5, 2026, that it had regained compliance with the minimum bid price requirement for continued listing.

Proposal 1 received 30,515,571 votes for, 80,512 against and 1,737,011 abstentions. Stockholders also approved an adjournment, if necessary, to solicit and vote proxies if Proposal 1 lacked sufficient support, with 30,757,679 votes for, 123,860 against and 1,451,555 abstentions. TELA Bio had 45,143,410 common shares outstanding as of September 8, 2026, the record date.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding: 45,143,410 shares Authorized reverse-split ratio range: one-for-five to one-for-fifteen Proposal 1 votes for: 30,515,571 votes +2 more

5 metrics

Common shares outstanding 45,143,410 shares As of September 8, 2026, the Special Meeting record date

Authorized reverse-split ratio range one-for-five to one-for-fifteen Proposal 1 approved by stockholders

Proposal 1 votes for 30,515,571 votes Amendment to the Certificate of Incorporation

Proposal 1 votes against 80,512 votes Amendment to the Certificate of Incorporation

Proposal 1 abstentions 1,737,011 votes Amendment to the Certificate of Incorporation

Key Terms

reverse stock split, minimum bid price requirement, record date

3 terms

reverse stock split technical

"does not intend to effect the reverse stock split at this time"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

minimum bid price requirement regulatory

"regained compliance with the minimum bid price requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

record date regulatory

"the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Will TELA Bio (TELA) carry out the reverse stock split?

TELA Bio said it does not intend to effect the reverse stock split at this time. Nasdaq notified the company on October 5, 2026, that it had regained compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Market.

What reverse stock split did TELA stockholders approve?

Stockholders approved authority for the Board, in its sole discretion, to choose a ratio from one-for-five to one-for-fifteen for combining outstanding common shares. The approved amendment establishes a range; the exact ratio is to be set by the Board.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 8, 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 5.07 Submission of Matters to a Vote of Security Holders.

On October 8, 2026, TELA Bio, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). As of September 8, 2026, the record date for the Special Meeting, there were 45,143,410 outstanding shares of the Company’s common stock, par value $0.001 per share. The Special Meeting was conducted virtually, and the following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting, which are described in detail in the Company’s Proxy Statement.

As previously reported by the Company on Current Form 8-K, on October 5, 2026, the Company received a letter from The Nasdaq Stock Market LLC stating that the Company has regained compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). As a result, the Company does not intend to effect the reverse stock split at this time.

(a)            Proposal 1 – Approval of an amendment to the Company’s Certificate of Incorporation to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares by a ratio of not less than one-for-five and not more than one-for-fifteen, with the exact ratio to be set within this range by the Board, in its sole discretion. The amendment to the Company’s Certificate of Incorporation was approved, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
30,515,571		80,512		1,737,011		0

(b)           Proposal 2 - Approval of an adjournment of the Special Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes in favor of Proposal 1. The adjournment was approved, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
30,757,679		123,860		1,451,555		0

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: October 8, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB