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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):
March 17, 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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On March 17, 2026, TELA Bio, Inc. (the “Company”)
received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid
price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global
Market pursuant to Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”). The Nasdaq deficiency
letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The
Nasdaq Global Market under the symbol “TELA” at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
has been given 180 calendar days, or until September 14, 2026, to regain compliance with Rule 5450(a)(1). If at any time before
September 14, 2026, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive
business days, the Staff will provide written confirmation that the Company has achieved compliance.
If the Company does not regain compliance with Rule 5450(a)(1) by
September 14, 2026, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would
be required to transfer to The Nasdaq Capital Market and meet the continued listing requirement for market value of publicly held shares
and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the
Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. If the Staff concludes
that the Company will not be able to cure the deficiency, or if the Company does not regain compliance with the minimum bid price requirement
within such additional 180 calendar day compliance period, the Staff will provide written notification to the Company that the Company’s
common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq
Hearings Panel (“Panel”). However, there can be no assurance that, if the Company receives a delisting notice
and appeals the delisting determination by the Staff to Panel, such appeal would be successful.
The Company intends to actively monitor the closing bid price for its
common stock and will consider available options to resolve the deficiency and regain compliance with Rule 5450(a)(1). However, there
can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or that the Staff will grant
the Company a further extension of time to regain compliance, if applicable.
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/ Antony Koblish |
| |
Name: |
Antony Koblish |
| |
Title: |
Chief Executive Officer and Director |
Date: March 20, 2026
