TELA Bio, Inc.

8-K · tm2617369d1_8k.htm iXBRL

0001561921

 2026-06-09
 2026-06-09

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM  8-K

  

 CURRENT REPORT

 Pursuant to Section 13 or 15(d)

 of The Securities Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 June 9, 2026

  

 TELA Bio, Inc.

 (Exact name of registrant as specified in its
charter)

  

 Delaware
  
 001-39130
  
 45-5320061

 (State or other jurisdiction of

incorporation)
  
 (Commission

File Number)
  
 (I.R.S. Employer

Identification No.)

  

 1 Great Valley Parkway , Suite 24

 Malvern , Pennsylvania

  
 19355

 (Address of principal executive offices)
  
 (Zip Code)

  

 Registrant’s telephone number, including
area code: ( 484 ) 320-2930

  

 Not Applicable

 (Former name or former address, if changed since
last report.)

  

 Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ¨
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ¨
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ¨
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ¨
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of
the Act:

  

 Title of each class
  
 Trading

Symbol(s)
  
 Name of each exchange on which

registered

 Common Stock, par value $0.001 per share
  
 TELA
  
 Nasdaq Global Market

  

 Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 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 13(a) of the Exchange Act. ¨

  

  

  

  

  

  

 Item 5.02
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

 On June 9, 2026, at the 2026 Annual Meeting of Stockholders (the
“ Annual Meeting ”) of TELA Bio, Inc. (the “ Company ”), the Company’s stockholders
approved the amendment (the “ Plan Amendment ”) to the Company’s Amended and Restated 2019 Equity Incentive
Plan, as amended (the “ A&R 2019 Plan ”), to, among other things, increase the authorized shares issuable
under the A&R 2019 Plan by 3,500,000 shares. The Plan Amendment previously had been approved, subject to stockholder approval, by
the Board of Directors of the Company (the “ Board ”). The Plan Amendment became effective immediately upon stockholder
approval at the Annual Meeting.

  

 A description of the material terms of the Plan Amendment is contained
in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30,
2026 (the “ Proxy Statement ”). The foregoing description of the Plan Amendment and the summary contained in the
Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

  

 Item 5.07
 Submission of Matters to a Vote of Security Holders.

  

 As of April 24, 2026, the record date for the Annual Meeting,
there were 44,765,928 outstanding shares of the Company’s common stock, par value $0.001 per share. The Annual Meeting was conducted
virtually, and the following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders
at the Annual Meeting, which are described in detail in the Company’s Proxy Statement.

  

 (a)             Proposal
1 - Election of Class I Directors . Each of Joseph Capper, Betty Jo Rocchio and William Plovanic were elected to the Board to
serve as Class I directors until the 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed,
or their earlier death, resignation, retirement, disqualification or removal, as follows:

  

 Name  
 For  
 Withheld  
 Broker Non-Votes

 Joseph Capper  
 27,244,482  
 567,207  
 5,650,509

 Betty Jo Rocchio  
 27,595,955  
 215,734  
 5,650,509

 William Plovanic  
 27,497,453  
 314,236  
 5,650,509

  

 (b)             Proposal
2 - Ratification of Independent Registered Public Accountant . The appointment of KPMG LLP as the Company’s independent registered
public accounting firm for the 2026 fiscal year was ratified, as follows:

  

 Votes For    
 Votes Against    
 Abstentions    
 Broker Non-Votes  

   33,443,686    
   17,890    
   622    
   -  

  

 (c)             Proposal
3 - Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. The stockholders
approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as follows:

  

 Votes For    
 Votes Against    
 Abstentions    
 Broker Non-Votes  

   20,891,695    
   6,900,032    
   19,962    
   5,650,509  

  

 (d)            Proposal
4 - Approval of an amendment to the TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan to, among other things, increase
the authorized shares issuable thereunder by 3,500,000 shares. The Plan Amendment was approved, as follows:

  

 Votes For    
 Votes Against    
 Abstentions    
 Broker Non-Votes  

   27,256,266    
   538,830    
   16,593    
   5,650,509  

  

  

  

  

 Item 9.01
 Financial Statements and Exhibits.

  

 (d) Exhibits

  

 The following exhibits are being filed herewith:

  

 Exhibit No.
  
 Document

 10.1#
  
 Amendment No. 2 to TELA Bio, Inc. Amended & Restated 2019 Equity Incentive Plan.

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 # Indicates a management contract any compensatory plan, contract or
arrangement.

  

  

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 TELA BIO, INC.
  

  
  

 By:
 /s/
 Antony Koblish
  

 Name:
 Antony Koblish
  

 Title:
 Chief Executive Officer
 and Director
  

  

 Date: June 11, 2026