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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 15, 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. |
As previously disclosed, on March 17, 2026, TELA Bio, Inc. (the “Company”)
received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing
on The Nasdaq Global Market, as the minimum bid price of the Company’s common stock was less than $1.00 per share for the previous
30 consecutive business days (the “Minimum Bid Price Requirement”). As the Company did not regain compliance
with the Minimum Bid Price Requirement within the 180-calendar day grace period set forth by Nasdaq Listing Rule 5810(c)(3)(A), by September
14, 2026, the Staff notified the Company by letter dated September 15, 2026, that the Company’s listed security is subject to delisting
from Nasdaq unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”).
Accordingly, the Company intends to timely request a hearing before
the Panel. At such hearing, the Company intends to submit a plan to regain compliance with the Minimum Bid Price Requirement and demonstrate
its ability to sustain long term compliance with all applicable continued listing requirements. The hearing request will automatically
stay any suspension or delisting of the Company’s listed security and, as a result, the Company expects that its common stock will
continue to be listed and traded on Nasdaq pending the conclusion of the hearings process.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(H), in order to regain compliance
with the Minimum Bid Price Requirement, the closing minimum bid price of the Company’s common stock must be at least $1.00 per share
for at least 10 consecutive business days and up to 20 consecutive business days, at the Staff’s or Panel’s discretion. In
that regard, on September 14, 2026, the Company filed a proxy statement seeking approval by its stockholders to effect a reverse stock
split of the Company’s outstanding common stock at a ratio ranging from 1-for-5 and 1-for-15 in order to regain compliance with
the Minimum Bid Price Requirement. The special meeting is to be held on October 8, 2026, and the Company cannot assure you such proposal
will be approved by the stockholders at the special meeting.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (this “Current Report”)
contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, which statements are subject to considerable risks and uncertainties. The Company
intends such forward-looking statements to be covered by the safe harbor provisions contained in the Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical facts included in this Current Report, including statements about the
Company’s beliefs and expectations, are “forward-looking statements” and should be evaluated as such. Forward-looking
statements may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “may,” “plans,” “projects,” “seeks,” “should,” “suggest,”
“will,” and similar expressions. Forward-looking statements in this Current Report include, without limitation, statements
regarding the Company’s ability to regain or maintain compliance with the Minimum Bid Price Requirement. The Company has based these
forward-looking statements on its current expectations and projections about future events. Forward-looking statements are subject to
and involve risks, uncertainties, and assumptions that may cause the Company’s actual results, performance or achievements to be
materially different from any future results, performance or achievements predicted, assumed or implied by such forward-looking statements,
including, without limitation, risks, uncertainties and assumptions related to the trading price of the Common Stock, as well as the risks
disclosed under Item 1A, “Risk Factors,” in the Company’s most recently Annual Report on Form 10-K filed with
the Securities and Exchange Commission, as updated by the Company’s subsequently filed Quarterly Reports on Form 10-Q. This Current
Report speaks as of the date indicated above. The Company undertakes no obligation to update any forward-looking statements, whether as
a result of new information, future events, or otherwise, except as required by law. The Company expressly disclaims any obligation to
update or revise any forward-looking statements found herein to reflect any future changes in the Company’s expectations of results
or any future change in events, except as required by law.
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 18, 2026
