TELA Bio (NASDAQ: TELA) details 2M-share warrant resale registration
TELA Bio is registering up to 2,000,000 shares of common stock for resale by Perceptive Credit Holdings V, LP, issuable upon exercise of a warrant connected to a November 2025 credit agreement. These shares may be sold from time to time on Nasdaq or in private transactions at market or negotiated prices, with the selling stockholder paying its own selling commissions while TELA covers registration expenses. TELA will not receive proceeds from any resale of these shares, but could receive cash if the warrant is exercised, which it currently plans to use for general corporate purposes such as sales and marketing, research and development, working capital and capital spending.
TELA Bio is a commercial-stage medical technology company focused on soft-tissue reconstruction, led by its OviTex hernia repair and OviTex PRS plastic and reconstructive surgery product portfolios. The company cites an estimated U.S. addressable market of about $1.8 billion for OviTex and $800 million for OviTex PRS. A key risk highlighted is that future sales of these registered shares by the selling stockholder, or the perception that such sales may occur, could put downward pressure on TELA’s stock price.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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45-5320061
(I.R.S. Employer
Identification Number) |
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Malvern, Pennsylvania 19355
(484) 320-2930
Chief Executive Officer
TELA Bio, Inc.
1 Great Valley Parkway, Suite 24
Malvern, Pennsylvania 19355
(484) 320-2930
Justin S. Platt, Esq.
Goodwin Procter LLP
3025 John F. Kennedy Boulevard,
8th Floor
Philadelphia, PA 19104
(445) 207-7800
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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ABOUT THIS PROSPECTUS
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PROSPECTUS SUMMARY
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THE OFFERING
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RISK FACTORS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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USE OF PROCEEDS
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DESCRIPTION OF CAPITAL STOCK
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SELLING STOCKHOLDER
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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symbol
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SELLING STOCKHOLDER(1)
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SHARES OF
COMMON STOCK BENEFICIALLY OWNED BEFORE THIS OFFERING(2) |
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NUMBER OF
SHARES BEING OFFERED HEREBY(3) |
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SHARES BENEFICIALLY
OWNED AFTER THE OFFERING(4) |
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NUMBER
OF SHARES |
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PERCENTAGE
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Perceptive Credit Holdings V, LP
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| | | | 2,000,000 | | | | | | 2,000,000 | | | | | | — | | | | | | —% | | |
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SEC registration fee
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| | | $ | 317.63 | | |
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Legal fees and expenses
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| | | $ | 50,000.00 | | |
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Accounting fees and expenses
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| | | $ | 25,000.00 | | |
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Printing expenses
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| | | $ | 5,000.00 | | |
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Total
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Exhibit
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Description of Exhibit
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| | 3.1 | | | Fourth Amended and Restated Certificate of Incorporation of TELA Bio, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39130) filed on November 19, 2019). | |
| | 3.2 | | | Certificate of Amendment to TELA Bio, Inc.’s Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39130) filed on August 11, 2025). | |
| | 3.3 | | | Third Amended and Restated Bylaws of TELA Bio, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39130) filed on November 13, 2023). | |
| | 4.1 | | | Specimen Common Stock Certificate of TELA Bio, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-234217), dated October 29, 2019). | |
| | 4.2 | | | Amended and Restated Investors’ Rights Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated October 15, 2019). | |
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Form of Warrant to Purchase Common Stock. (incorporated by reference to Exhibit 4.1 the Company Current Report on Form 8-K (File No. 001-39130) filed on November 14, 2025).
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Opinion of Goodwin Procter LLP (filed herewith).
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| | 10.1*# | | | Credit Agreement and Guaranty dated as of November 13, 2025, by and among TELA Bio, Inc., Perceptive Credit Holdings V, LP, as lender and administrative agent (incorporated by reference to Exhibit 10.1 the Company Current Report on Form 8-K (File No. 001-39130) filed on November 14, 2025). | |
| | 10.2* | | | Security Agreement, dated as of November 13, 2025, by and among the Company and Perceptive Credit Holdings V, LP. (incorporated by reference to Exhibit 10.2 the Company Current Report on Form 8-K (File No. 001-39130) filed on November 14, 2025). | |
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Consent of KPMG LLP, independent registered public accounting firm (filed herewith).
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Consent of Goodwin Procter LLP (included in Exhibit 5.1).
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Powers of Attorney (incorporated by reference to the signature page hereto).
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Filing Fee Table (filed herewith).
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Signature
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Title
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Date
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/s/ Antony Koblish
Antony Koblish
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Chief Executive Officer
and Director (Principal Executive Officer) |
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December 12, 2025
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/s/ Roberto Cuca
Roberto Cuca
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Chief Operating Officer and
Chief Financial Officer (Principal Financial Officer) |
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December 12, 2025
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/s/ Megan Smeykal
Megan Smeykal
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Chief Accounting Officer and
Controller (Principal Accounting Officer) |
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December 12, 2025
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/s/ Doug Evans
Doug Evans
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Chairman, Board of Directors
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December 12, 2025
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/s/ Kurt Azarbarzin
Kurt Azarbarzin
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Director
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December 12, 2025
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/s/ Vince Burgess
Vince Burgess
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Director
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December 12, 2025
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Signature
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Title
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Date
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/s/ Federica O’Brien
Federica O’Brien
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Director
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December 12, 2025
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/s/ William Plovanic
William Plovanic
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Director
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December 12, 2025
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/s/ Betty Jo Rocchio
Betty Jo Rocchio
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Director
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December 12, 2025
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FAQ
What is TELA Bio (TELA) registering in this prospectus?
TELLA Bio is registering up to 2,000,000 shares of common stock for resale by Perceptive Credit Holdings V, LP. These shares are issuable upon exercise of a warrant that Perceptive received in connection with a November 13, 2025 Credit Agreement.
Will TELA Bio (TELA) receive any cash from the resale of these 2,000,000 shares?
TELA Bio will not receive proceeds from the sale of the registered shares by the selling stockholder. The company would only receive cash if the warrant is exercised on a cash basis, and it currently intends to use any such funds for general corporate purposes, including sales and marketing, R&D, working capital and capital expenditures.
Who is the selling stockholder in TELA Bio’s 2,000,000-share resale registration?
The selling stockholder is Perceptive Credit Holdings V, LP. Perceptive holds a warrant for 2,000,000 shares of TELA Bio common stock and, under this prospectus, may resell the warrant shares over time through various methods such as ordinary brokerage trades, block trades, privately negotiated transactions and other permitted distribution methods.
What risk does TELA Bio highlight about this resale by Perceptive Credit Holdings V, LP?
TELA Bio notes that future sales of a substantial number of these shares by the selling stockholder, or the perception that such sales may occur, could depress the market price of its common stock and could make it harder for the company to raise capital through additional equity offerings.
What does TELA Bio (TELA) do as a business?
TELA Bio is a commercial-stage medical technology company focused on soft-tissue reconstruction. Its main product portfolios are OviTex, used in hernia repair and abdominal wall reconstruction, and OviTex PRS, used in plastic and reconstructive surgery. The company estimates an annual U.S. addressable market of about $1.8 billion for OviTex and $800 million for OviTex PRS.
What is the Nasdaq symbol and listing status of TELA Bio common stock?
TELA Bio’s common stock is listed on the Nasdaq Global Market under the trading symbol “TELA”. The prospectus notes that on December 11, 2025, the last reported sale price of the common stock on Nasdaq was $1.13 per share.
Is there a limit on how much of TELA Bio’s stock Perceptive can beneficially own?
The warrant held by Perceptive includes a Beneficial Ownership Limitation. It cannot be exercised if, after exercise, Perceptive’s aggregate beneficial ownership of TELA Bio common stock would exceed 9.99% of the outstanding common shares.