As filed with the United States Securities
and Exchange Commission on August 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
TELA BIO, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
45-5320061 |
(State
or other jurisdiction of incorporation or
organization) |
|
(I.R.S.
Employer Identification No.) |
1
Great Valley Parkway, Suite 24
Malvern, Pennsylvania |
|
19355 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
TELA BIO, INC. AMENDED AND RESTATED 2019
EQUITY INCENTIVE PLAN
(Full title of the plan)
Antony Koblish
Chief Executive Officer
TELA Bio, Inc.
1 Great Valley Parkway, Suite 24
Malvern, Pennsylvania 19355
(Name and address of agent for service)
(484) 320-2930
(Telephone number, including area code, of agent for service)
Copies to:
Rachael M. Bushey, Esq.
Justin S. Platt, Esq.
Goodwin Procter LLP
3025 John F Kennedy Blvd
Philadelphia, PA 19104
(445) 207-7805
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated filer ¨ |
| Non-accelerated filer x |
Smaller reporting company x |
| |
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 7(a)(2)(B) of the Securities Act. ¨ |
EXPLANATORY NOTE
On April 3, 2025, the Board of Directors
of TELA Bio, Inc. (the “Company”) adopted, subject to approval by the stockholders, an amendment to the TELA
Bio, Inc. Amended and Restated 2019 Equity Incentive Plan (the “Equity Plan”) (such amendment, the “Amendment”
and the Equity Plan, after giving effect to the Amendment, the “Amended Equity Plan”), which the stockholders of the
Company approved at the Company’s 2025 Annual Meeting of Stockholders held on May 28, 2025. The Amendment increased the number
of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), authorized for issuance thereunder
by 3,500,000 shares of Common Stock (the “Additional Shares”). This Registration Statement on Form S-8 (the “Registration
Statement”) is being filed solely for the purpose of registering the Additional Shares for issuance under the Amended Equity
Plan.
Such Additional Shares are of the same class
of securities as the shares of Common Stock issuable under the Equity Plan for which the currently effective Registration Statements
on Form S-8 (File Nos. 333-235241 and 333-245707) filed with the Securities and Exchange Commission (the “Commission”)
on November 25, 2019 and August 8, 2020, respectively (the “Prior Registration Statements”), were filed.
Upon the effectiveness of this Registration Statement, an aggregate of 7,432,620 shares of Common Stock will be registered for issuance
from time to time under the Amended Equity Plan, inclusive of the Additional Shares. Pursuant to General Instruction E of Form S-8 regarding
registration of Additional Securities, the contents of the Prior Registration Statements are incorporated herein by reference except
to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new
information not contained in the Prior Registration Statement are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents, which have been filed
by the Registrant with the Commission are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 21, 2025 (the “2024 10-K”);
(b) The
Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed with
the Commission on May 8, 2025 and August 11, 2025;
(b) The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 17, 2025, to the extent incorporated by reference into the 2024
10-K.
(c) The Registrant’s Current
Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying
such reports that are related to such items) filed with the Commission on March 31, 2025, May 30, 2025 and June 2, 2025.
(d) The description of the Registrant’s
Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on November 7, 2019 (File No. 001-39130), together with any amendment thereto filed with the Commission for the purpose of updating such description;
and
(e) All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration
Statement; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are
furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration
Statement.
Any statement contained herein or in a document, all or a portion
of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
The following documents are filed as exhibits
to this Registration Statement:
Exhibit
Number |
|
Description
of Exhibit |
| 3.1 |
|
Fourth
Amended and Restated Certificate of Incorporation of TELA Bio, Inc. (incorporated herein 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 herein 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 herein 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 |
|
Form of
Certificate of Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on
Form S-1 (File No. 333-234217) filed on October 29, 2019). |
| 5.1* |
|
Opinion
of Goodwin Procter LLP as to the legality of the securities being registered. |
| 23.1* |
|
Consent
of KPMG LLP, independent registered public accounting firm for TELA Bio, Inc. |
| 23.2* |
|
Consent
of Goodwin Procter LLP (contained in Exhibit 5.1). |
| 24.1* |
|
Power
of Attorney (included on the signature page of the Registration Statement). |
| 99.1# |
|
TELA
Bio, Inc. Amended and Restated 2019 Equity Incentive Plan (incorporated by reference to exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on June 8, 2020). |
| 99.2* |
|
Amendment
No. 1 to TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan. |
| 99.3# |
|
Form of
TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan Stock Option Grant Notice and Stock Option Agreement (incorporated
by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 11, 2022). |
| 99.4# |
|
Form of
TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit
Agreement (time-based vesting) (incorporated by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q,
filed on May 11, 2022). |
| 99.5# |
|
Form of
TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit
Agreement (performance-based vesting) (incorporated by reference to exhibit 10.13 to the Company’s Annual Report on Form 10-K,
filed on March 23, 2023). |
| 107* |
|
Filing
Fee Table. |
| * |
Filed herewith |
| # |
Denotes management contract
or compensatory plan or arrangement |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough
of Malvern, Commonwealth of Pennsylvania, on August 11, 2025.
| TELA BIO, INC. |
|
| |
|
|
| By: |
/s/ Antony Koblish
|
|
| |
Antony Koblish |
|
| |
Chief Executive Officer and Director |
|
POWER
OF ATTORNEY
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Antony Koblish and
Roberto Cuca as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same,
with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, proxy,
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,
as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact,
proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Antony Koblish |
|
Chief
Executive Officer and Director |
|
August 11,
2025 |
| Antony
Koblish |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Roberto Cuca |
|
Chief
Operating Officer and Chief Financial Officer |
|
August 11,
2025 |
| Roberto
Cuca |
|
(Principal
Financial Officer) |
|
|
| |
|
|
|
|
| /s/
Megan Smeykal |
|
Chief
Accounting Officer and Controller |
|
August 11,
2025 |
| Megan
Smeykal |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Doug Evans |
|
Chairman,
Board of Directors |
|
August 11,
2025 |
| Doug
Evans |
|
|
|
|
| |
|
|
|
|
| /s/
Kurt Azarbazin |
|
Director |
|
August 11,
2025 |
| Kurt
Azarbazin |
|
|
|
|
| |
|
|
|
|
| /s/
Vince Burgess |
|
Director |
|
August 11,
2025 |
| Vince
Burgess |
|
|
|
|
| |
|
|
|
|
| /s/
Lisa Colleran |
|
Director |
|
August 11,
2025 |
| Lisa
Colleran |
|
|
|
|
| |
|
|
|
|
| /s/
Federica O’Brien |
|
Director |
|
August 11,
2025 |
| Federica O’Brien |
|
|
|
|
