[SCHEDULE 13G/A] TELA Bio, Inc. Amended Passive Investment Disclosure
TELA Bio holder reports 12.94% beneficial stake
Nantahala Capital Management, LLC, together with Wilmot B. Harkey and Daniel Mack, reports amended beneficial ownership of TELA Bio, Inc. common stock as of June 30, 2026.
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Nantahala Capital Management, LLC, together with Wilmot B. Harkey and Daniel Mack, reports amended beneficial ownership of TELA Bio, Inc. common stock as of June 30, 2026. They may be deemed to beneficially own 5,794,114 shares, representing 12.94% of the outstanding common stock, held by funds and separately managed accounts advised by Nantahala.
Each reporting person has shared voting and dispositive power over 5,794,114 shares and no sole voting or dispositive power. Blackwell Partners LLC – Series A, a fund advised by Nantahala, has the right to receive or direct dividends and sale proceeds on more than five percent of the outstanding common stock reported.
Key Figures
Shares beneficially owned:5,794,114 sharesPercent of class:12.94%Shared voting power:5,794,114 shares+2 more
5 metrics
Shares beneficially owned5,794,114 sharesTELA Bio common stock beneficially owned as of June 30, 2026
Percent of class12.94%Percentage of TELA Bio common stock beneficially owned by each reporting person
Shared voting power5,794,114 sharesShares over which the reporting persons have shared power to vote or direct the vote
Shared dispositive power5,794,114 sharesShares over which the reporting persons have shared power to dispose or direct disposition
More-than-5% economic right holderMore than 5% of outstanding sharesEconomic rights to dividends and sale proceeds held by Blackwell Partners LLC - Series A
Key Terms
beneficial owner, shared voting power, shared dispositive power, control person, +1 more
5 terms
beneficial ownerfinancial
"Nantahala may be deemed to be the beneficial owner of 5,794,114 Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"Shared Voting Power 5,794,114.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 5,794,114.00"
control personfinancial
"each is filing this as a control person in respect of shares"
A control person is an individual or entity that can significantly influence a company’s decisions and direction through ownership, voting power, or contractual rights—think of them as the captain who can steer the ship. Investors care because a control person’s choices affect corporate strategy, board appointments, and transactions that can raise or lower a stock’s value, and they often carry additional legal responsibilities and disclosure requirements to protect other shareholders.
investment adviserfinancial
"Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E)"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of TELA (TELA) does Nantahala Capital Management report owning?
Nantahala Capital Management and its principals report beneficial ownership of 12.94% of TELA Bio’s common stock. This percentage is based on 5,794,114 shares beneficially owned as of June 30, 2026.
How many TELA (TELA) shares does Nantahala Capital Management beneficially own?
Nantahala Capital Management and related reporting persons may be deemed to beneficially own 5,794,114 shares of TELA Bio common stock. These shares are held through funds and separately managed accounts under Nantahala’s control.
What voting power does Nantahala have over TELA (TELA) shares?
The reporting persons have shared voting power over 5,794,114 TELA Bio shares and no sole voting power. Voting and dispositive authority are exercised collectively through Nantahala-managed funds and accounts.
Who else can receive dividends or sale proceeds from TELA (TELA) shares?
Blackwell Partners LLC – Series A, a fund advised by Nantahala, has the right to receive or direct dividends and sale proceeds on more than 5% of TELA Bio’s outstanding common stock reported here.
Who are the individual reporting persons for this TELA (TELA) ownership filing?
The individual reporting persons are Wilmot B. Harkey and Daniel Mack, both U.S. citizens. As managing members of Nantahala, they may be deemed beneficial owners of the 5,794,114 TELA Bio shares reported.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
TELA Bio, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
872381108
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
872381108
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,794,114.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,794,114.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,794,114.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.94 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
872381108
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,794,114.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,794,114.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,794,114.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.94 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
872381108
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,794,114.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,794,114.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,794,114.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.94 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TELA Bio, Inc.
(b)
Address of issuer's principal executive offices:
1 GREAT VALLEY PARKWAY, SUITE 24 MALVERN, PENNSYLVANIA, 19355
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
872381108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of June 30, 2026, Nantahala may be deemed to be the beneficial owner of 5,794,114 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of June 30, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 12.94%
(2) Wilmot B. Harkey: 12.94%
(3) Daniel Mack: 12.94%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 5,794,114 Shares.
(2) Wilmot B. Harkey: 5,794,114 Shares.
(3) Daniel Mack: 5,794,114 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 5,794,114 Shares.
(2) Wilmot B. Harkey: 5,794,114 Shares.
(3) Daniel Mack: 5,794,114 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
BLACKWELL PARTNERS LLC - SERIES A, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than five percent of the outstanding shares of common stock beneficially owned by Nantahala reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
