Laurence Lytton Discloses 8.5% TELA Stake, Includes 700K Warrants

Rhea-AI Filing Summary

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.

Positive

• Beneficial ownership disclosed: Reporting person holds 3,424,191 shares of TELA common stock
• Material stake: The position represents 8.5% of the outstanding class based on 39,616,440 shares
• Includes warrants: 700,000 shares are issuable upon exercise of outstanding warrants
• Sole control: Reporting person has sole voting power and sole dispositive power over all reported shares

Negative

• None.

Insights

Financial Analyst

TL;DR: An 8.5% beneficial stake is a material passive holding that includes warrant exposure and full voting/dispositive control of reported shares.

The reported 3,424,191-share position is large relative to the issuers outstanding base (8.5%) and therefore material to investor ownership profiles. The filing explicitly states the position comprises 2,724,191 common shares plus 700,000 shares issuable on warrants, which creates contingent dilution if exercised. The reporting persons sole voting and dispositive power means they can act unilaterally with respect to votes or dispositions of these reported shares. However, the certification that the securities were not acquired to influence control indicates the filer is representing this as a passive holding rather than an activist position.

Corporate Governance Expert

TL;DR: The disclosure signals a significant single-owner stake but the filer affirms no intent to seek control, making governance impact limited on its face.

From a governance perspective, any holder above 5% typically attracts attention from boards and investors. This Schedule 13G/A documents sole voting and dispositive power over 3,424,191 shares, which could affect voting outcomes if the holder chooses to act. The filings certification that the securities were not acquired to change control is important: it classifies the position as passive under the filing rules and reduces immediate expectation of engagement or proxy contests based solely on this filing. The presence of 700,000 warrants is also relevant because exercises would alter voting power and share count.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

TELA Bio, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872381108

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 872381108

1

Names of Reporting Persons

Lytton, Laurence W.

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 3,424,191.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,424,191.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,424,191.00

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)

8.5 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The shares of Common Stock beneficially owned by the reporting person consist of 2,724,191 shares of Common Stock and 700,000 shares of Common Stock issuable pursuant to outstanding warrants. The percentages reported in this Schedule 13G are based on 39,616,440 shares of Common Stock outstanding as of August 4, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.

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, PA 19355
Item 2.
(a)	Name of person filing: Laurence W. Lytton
(b)	Address or principal business office or, if none, residence: 467 Central Park West New York, NY 10025
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock
(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: 3,424,191
(b)	Percent of class: 8.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,424,191
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3,424,191
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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 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.

Lytton, Laurence W.

Signature:	/s/ Laurence W. Lytton
Name/Title:	Reporting Person
Date:	08/14/2025

FAQ

Who filed the Schedule 13G/A for TELA?

The filing was made by Laurence W. Lytton, identified as the reporting person.

How many TELA shares does Laurence W. Lytton beneficially own?

The filing reports beneficial ownership of 3,424,191 shares of TELA common stock.

What percentage of TELA does this holding represent?

The reported position represents 8.5% of the outstanding class based on 39,616,440 shares used for the calculation.

Does the reported position include any warrants or convertible instruments?

Yes. The position includes 700,000 shares issuable upon exercise of outstanding warrants.

Does the filer have voting or dispositive power over the shares?

Yes. The filer reports sole voting power and sole dispositive power over the reported shares.

Does this filing indicate an intent to change control of TELA?

The filing includes a certification stating the securities were not acquired to change or influence control of the issuer and are not held in connection with such a transaction.