Tela Bio, Inc. SEC Filings

TELA Bio, Inc. launched a registered direct offering of common stock and, in lieu of shares for certain buyers, pre-funded warrants. Each pre-funded warrant is exercisable for one share at an exercise price of $0.0001 and will be sold at the per‑share offering price minus $0.0001. This prospectus also covers the shares issuable upon exercise of the pre-funded warrants. The company’s common stock trades on Nasdaq as “TELA,” and the last reported price was $1.14 per share on November 12, 2025.

Separately, TELA entered into a senior secured term loan facility with Perceptive for up to $70.0 million, including an initial $60.0 million funding and a $10.0 million delayed draw, maturing November 14, 2030. Interest equals a 7.85% margin plus the greater of the Reference Rate or 4.25%, with prepayment premiums of 2% to 10%. As consideration, TELA will issue Perceptive warrants for up to 2,000,000 shares, and an additional 333,333 shares tied to the delayed draw, expiring November 14, 2035. A post‑closing condition requires at least $8,500,000 in gross proceeds from this registered direct offering. Preliminary Q3 2025 results show revenue of $20.7 million versus $19.0 million a year ago, gross margin of approximately 68%, and cash and equivalents of $29.7 million.

TELA Bio, Inc. furnished an 8-K announcing it issued a press release with financial results for the third quarter ended September 30, 2025 and updated its corporate slide deck.

The press release is furnished as Exhibit 99.1 and the investor presentation as Exhibit 99.2, each dated November 13, 2025. The materials are furnished, not filed, and are not subject to Section 18 liability, and are incorporated by reference only if specifically referenced in a future filing.

TELA Bio, Inc. furnished an 8-K announcing it issued a press release with financial results for the third quarter ended September 30, 2025 and updated its corporate slide deck.

The press release is furnished as Exhibit 99.1 and the investor presentation as Exhibit 99.2, each dated November 13, 2025. The materials are furnished, not filed, and are not subject to Section 18 liability, and are incorporated by reference only if specifically referenced in a future filing.

TELA Bio (TELA) reported a director equity grant. On 10/31/2025, the reporting person acquired 11,925 shares of common stock at $0 (restricted stock units), bringing beneficial ownership of common stock to 11,925 shares, held directly.

The filing also shows a stock option for 17,550 shares at an exercise price of $1.23, expiring on 10/31/2035. The RSUs vest in three equal annual installments beginning 10/31/2026, and the option vests in 36 equal monthly installments starting 10/31/2025, in each case subject to continued service.

TELA Bio reported an insider update: a director filed a Form 3 initial statement of beneficial ownership.

The filing states no securities are beneficially owned as of the event date of 10/31/2025. The form was filed by one reporting person under Section 16.

TELA Bio expanded its Board of Directors from six to seven members and appointed William Plovanic as a Class I director, with his term expiring at the 2026 Annual Meeting of Stockholders. The Board determined he is an independent director under Nasdaq rules.

Plovanic, 56, brings experience as Managing Director of Healthcare Equity Research at Canaccord Genuity and prior leadership roles at Obalon Therapeutics. Upon appointment, he received an initial equity award consisting of an option to purchase 17,550 shares vesting in 36 equal monthly installments and 11,925 RSUs vesting in three equal annual installments, granted under the company’s 2019 Equity Incentive Plan. He will receive a $45,000 annual cash retainer for Board service. Beginning at the 2026 Annual Meeting, his annual equity awards will include options for 11,700 shares and 7,950 RSUs, each vesting on the earlier of one year from grant, the next annual meeting, or a change in control, subject to continued service.

Reporting person: Betty Jo Rocchio, a director at TELA Bio, Inc. (TELA), reported securities awards received on 10/09/2025 and the filing was signed on 10/10/2025.

The report shows 11,925 restricted stock units (RSUs) granted with zero purchase price; these RSUs vest in three equal annual installments beginning on 10/09/2026, subject to continued service. The filing also reports a stock option to buy 17,550 shares with an exercise price of $1.48, granted on 10/09/2025, vesting monthly over 36 months and expiring on 10/09/2035.

TELA Bio director Betty Jo Rocchio filed an initial Form 3 reporting no securities beneficially owned as of 10/09/2025. The filing lists her relationship to the issuer as a director and was signed by an attorney-in-fact on 10/10/2025. No non-derivative or derivative holdings are reported and Exhibit 24 (Power of Attorney) is attached.

TELA Bio reported a change in its board of directors. On October 4, 2025, director Lisa Colleran resigned from the Board and from the Nominating and Corporate Governance and Audit Committees, and her resignation was not due to any disagreement with the company’s operations, policies, or practices.

On October 7, 2025, the Board appointed Dr. Betty Jo Rocchio as a Class I director, effective October 9, 2025, with a term running until the 2026 annual meeting. She is an experienced senior nursing executive and has been deemed an independent director under Nasdaq rules, with no related-party or family relationships disclosed.

In connection with her appointment, Dr. Rocchio received an initial equity package of an option for 17,550 shares and 11,925 restricted stock units, vesting over three years, plus an annual cash retainer of $45,000. Beginning with the 2026 annual meeting, she is eligible for recurring annual equity awards of options for 11,700 shares and 7,950 restricted stock units, subject to continued service.

Laurence W. Lytton reports beneficial ownership of 3,424,191 shares of TELA Bio common stock, representing 8.5% of the outstanding class based on 39,616,440 shares. The position consists of 2,724,191 shares of common stock and 700,000 shares issuable upon exercise of outstanding warrants. The filing states the reporting person has sole voting power and sole dispositive power over all reported shares.

The filer certified the securities were not acquired to change or influence control of the issuer, indicating this disclosure reflects a substantial passive stake. The inclusion of warrants means the economic exposure and potential future share count may change if those instruments are exercised.

TELA Bio filed a Form S-8 to register 3,500,000 additional shares of common stock under its Amended and Restated 2019 Equity Incentive Plan. The board adopted an amendment and the company’s stockholders approved it, and this filing registers the Additional Shares for issuance under the Amended Equity Plan. After this increase, a total of 7,432,620 shares are registered for issuance under the plan. The filing incorporates prior S-8 registration statements by reference and attaches the Amended Equity Plan and related exhibits.