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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 4, 2025
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Director
On October 4, 2025, Lisa Colleran, a member of the Board of Directors
(the “Board”) of TELA Bio, Inc. (the “Company”), tendered her resignation from the
Board, effective as of October 4, 2025. Ms. Colleran also resigned from her positions as a member of the Nominating and Corporate Governance
Committee and the Audit Committee. Ms. Colleran’s decision to resign did not result from any disagreement with the Company on any
matters relating to the Company’s operations, policies or practices.
Appointment of Director
On October 7, 2025, the Board, upon recommendation from the Nominating
and Corporate Governance Committee of the Board, appointed Dr. Betty Jo Rocchio as a member of the Board, effective as of October 9, 2025.
Dr. Rocchio will serve as a Class I director, with a term expiring at the Company’s 2026 Annual Meeting of Stockholders.
Dr. Rocchio, 57, has served as the Executive Vice President, Chief
Executive Nurse at Advocate Health, a nonprofit integrated health system, since November 2024. As Chief Executive Nurse, Dr. Rocchio oversees
the enterprise nursing structure, which consists of 165,000 full time employees, including 42,000 registered nurses, and is a serving
member of the CEO’s cabinet. Previously, Dr. Rocchio served as the Senior Vice President, Chief Nurse Executive at Mercy Health
System (“Mercy”) from October 2020 to November 2024. At Mercy, Dr. Rocchio held additional roles of System Vice
President, Perioperative Performance Acceleration and System Vice President, Chief Nursing Optimization Officer from July 2013 to March
2018 and April 2018 to October 2020, respectively. Dr. Rocchio holds a Bachelor’s degree in Nursing and an Associate degree in Business
Management from the Franciscan University of Steubenville, a Master’s degree in Health Sciences from LaRoche College, a Certificate
of Anesthesia from St. Francis School of Anesthesia, and a Doctorate of Nursing Practice from The Ohio State University.
The Board has determined that Dr. Rocchio is an independent director
under the applicable Nasdaq listing rules. There are no arrangements or understandings between Dr. Rocchio and any other person pursuant
to which she was selected as a director. There are no related party transactions between the Company and Dr. Rocchio (or any of her immediate
family members) requiring disclosure under Item 404(a) of Regulation S-K. Dr. Rocchio does not have any family relationships with
any of the Company’s directors or executive officers.
On October 9, 2025, the Board granted an initial equity award to Dr.
Rocchio consisting of (i) an option to purchase 17,550 shares of the Company’s common stock, par value $0.001 per share (“Common
Stock”), vesting in 36 equal monthly installments; and (ii) a restricted stock unit award with respect to 11,925 shares
of Common Stock vesting in three equal annual installments (collectively, the “Initial Equity Award”), in each
case subject to Dr. Rocchio’s continuous service with the Company. The Initial Equity Award was granted to Dr. Rocchio in connection
with her appointment to the Board in accordance with the Company’s non-employee director compensation policy, with such award being
made under the Company’s Amended and Restated 2019 Equity Incentive Plan, as amended.
In accordance with the Company’s non-employee director compensation
policy, Dr. Rocchio will receive an annual base retainer of $45,000 for her service on the Board.
In accordance with the Company’s non-employee director compensation
policy, beginning at the Company’s 2026 Annual Meeting of Stockholders, Dr. Rocchio will receive an annual award consisting
of (i) an option to purchase 11,700 shares of Common Stock and (ii) a restricted stock unit award with respect to 7,950 shares
of Common Stock. Each component of the annual award will vest on the earlier of (x) the first anniversary of the date of grant; (y) the
date of the subsequent annual meeting of stockholders following the date of grant; or (z) the occurrence of a change in control,
in each case subject to Dr. Rocchio’s continued service through the applicable vesting dates.
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: October 9, 2025
