Form 8-K

8-K — TELA Bio, Inc.

Accession: 0001104659-26-072931

Filed: 2026-06-11

Period: 2026-06-09

CIK: 0001561921

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2617369d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2617369d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2617369d1_8k.htm · Sequence: 1

false

0001561921

2026-06-09

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

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

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2617369d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

TELA BIO, INC.

AMENDMENT NO. 2 TO

AMENDED AND RESTATED 2019 EQUITY

INCENTIVE PLAN

WHEREAS, the Board of Directors

of TELA Bio, Inc., a Delaware corporation (the “Company”) approved and adopted the Amended and Restated 2019 Equity

Incentive Plan (the “2019 Plan”) of the Company on April 20, 2020;

WHEREAS, the Board of Directors

and the stockholders of the Company approved and adopted that certain Amendment No. 1 to Amended and Restated 2019 Equity Incentive

Plan of the Company on May 28, 2025; and

WHEREAS, the Board of Directors

and the stockholders of the Company have determined that it is in the best interest of the Company to further amend the 2019 Plan as set

forth in this Amendment No. 2 (this “2019 Plan Amendment”).

NOW, THEREFORE, the 2019 Plan

is amended as follows:

1. Amendment of the 2019 Plan

1.01. Section 3(a) of the 2019 Plan is hereby amended and restated in its entirety to read as follows:

“(a) Shares

Subject to the Plan. Subject to adjustments as provided in Section 3(c) of the Plan, the maximum number of shares that

may be issued in respect of Awards under the Plan is 10,932,620 Shares (the “Plan Limit”), all of which Shares may

be issued in respect of Incentive Stock Options. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued

Shares or treasury shares. Any Shares issued by the Company through the assumption or substitution of outstanding grants in connection

with the acquisition of another entity shall not reduce the maximum number of Shares available for delivery under the Plan. Notwithstanding

anything to the contrary in this Plan, the value of all Awards awarded (under this Plan and all other cash compensation paid by the Company)

to any Participant in his or her capacity as a Non-Employee Director in any single calendar year shall not exceed $1,000,000 in the first

calendar year an individual becomes a Non-Employee Director and (ii) $750,000 in any other calendar year. For the purpose of this

limitation, the value of any Award shall be its grant date fair value, as determined in accordance with ASC Topic 718 or successor provision

but excluding the impact of estimated forfeitures related to service-based vesting provisions.”

1.02. Section 12 of the 2019 Plan is hereby amended and restated in its entirety to read as follows:

“Prohibition

on Repricing Programs. Neither the Committee nor the Board shall (i) implement any cancellation/re-grant program pursuant

to which outstanding Options or Stock Appreciation Rights under the Plan are cancelled and new Options or Stock Appreciation Rights

are granted in replacement with a lower exercise or base price per share, (ii) cancel outstanding Options or Stock Appreciation

Rights under the Plan with exercise prices or base prices per share in excess of the then current Fair Market Value per Share for

consideration payable in cash or in equity securities of the Company or (iii) otherwise directly reduce the exercise price or

base price in effect for outstanding Options or Stock Appreciation Rights under the Plan, without in each such instance obtaining

stockholder approval.”

1.03. Section 19 of the 2019 Plan is hereby amended and restated in its entirety to read as follows:

“Section 19.

Term of the Plan. Unless the Plan shall theretofore have been terminated in accordance with Section 11, the Plan shall terminate

on the 10-year anniversary of April 8, 2026, and no Awards under the Plan shall thereafter be granted.”

2. Miscellaneous

2.01.            Effect.

Except as amended hereby, the 2019 Plan shall remain in full force and effect.

2.02.            Defined

Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the 2019 Plan

unless the context clearly indicates or dictates a contrary meaning.

2.03.            Governing

Law. This Amendment shall be governed by and construed in accordance with the laws and judicial decisions of the State of Delaware,

without regard to the application of the principles of conflict of laws.

ADOPTED BY BOARD OF DIRECTORS:

April 8, 2026

APPROVED BY STOCKHOLDERS:

June 9, 2026

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 09, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 09, 2026

Entity File Number

001-39130

Entity Registrant Name

TELA Bio, Inc.

Entity Central Index Key

0001561921

Entity Tax Identification Number

45-5320061

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1 Great Valley Parkway

Entity Address, Address Line Two

Suite 24

Entity Address, City or Town

Malvern

Entity Address, State or Province

Entity Address, Postal Zip Code

19355

City Area Code

484

Local Phone Number

320-2930

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

TELA

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration