[S-8] TELA Bio, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

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.

Positive

• Additional 3,500,000 shares registered for issuance under the Amended Equity Incentive Plan, increasing flexibility for employee awards
• Total of 7,432,620 shares now registered under the plan, with plan documents and award forms included as exhibits for investor review

Negative

• Potential dilution if and when registered shares are issued under awards, which could increase shares outstanding
• No schedule of planned grants or cap on individual awards is provided in this filing, so timing and economic impact of issuance are not disclosed

Insights

Compensation & Equity Plan Specialist

TL;DR: TELA expanded its equity award pool by 3.5M shares to support future grants and retention.

The amendment increases the pool by 3,500,000 shares, bringing the total registered under the Amended and Restated 2019 Equity Incentive Plan to 7,432,620 shares. This form S-8 is a routine securities registration to enable issuance of awards to employees and service providers. The filing incorporates the plan document, Amendment No. 1 (Exhibit 99.2), and forms of option and RSU agreements (Exhibits 99.3–99.5), which provide the contractual templates for grants. While the registration itself does not disclose grant schedules or dilution timing, the inclusion of plan and grant forms gives investors access to the mechanics and vesting frameworks that will govern future awards.

Corporate Governance Expert

TL;DR: Shareholder‑approved increase in plan shares is standard governance for equity compensation; impact is procedural and modest.

The company followed corporate process by adopting an amendment and obtaining shareholder approval, then filing Form S-8 to register the Additional Shares. The registration incorporates prior S-8 filings and includes legal and accounting consents as exhibits. This filing is primarily administrative housekeeping to permit lawful issuance of awards under the Amended Equity Plan and does not by itself change outstanding share counts or financial metrics until awards are granted and exercised or settled.

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.

Item 8. Exhibits.

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

FAQ

How many additional shares did TELA (TELA) register under the equity plan?

The company registered 3,500,000 additional shares of common stock for issuance under the Amended Equity Incentive Plan.

What is the total number of shares registered under TELA's Amended Equity Incentive Plan?

An aggregate of 7,432,620 shares of common stock are registered for issuance from time to time under the Amended Equity Incentive Plan.

What documents are included with the Form S-8 for TELA?

The filing incorporates the Amended and Restated 2019 Equity Incentive Plan and includes exhibits such as Amendment No. 1 (Exhibit 99.2), forms of option and RSU agreements (Exhibits 99.3–99.5), and legal and accounting consents.

Was shareholder approval obtained for the amendment to TELA's equity plan?

Yes, the filing states that the board adopted the amendment and the company’s stockholders approved the Amendment to the Equity Plan.

Which prior registration statements does this Form S-8 incorporate by reference?

The filing incorporates prior Form S-8 registration statements filed under File Nos. 333-235241 and 333-245707.