8-K 1 tm2021946d1_8k.htm FORM 8K






Washington, DC 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 4, 2020


TELA Bio, Inc.

(Exact name of registrant as specified in its charter)


Delaware   3841   45-5320061

(State or other jurisdiction of 

incorporation or organization)


(Primary Standard Industrial 

Classification Code Number)


(I.R.S. Employer 

Identification No.)


1 Great Valley Parkway, Suite 24, Malvern, Pennsylvania

(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)


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


Title of Each Class   Trading Symbol   Name of Exchange on Which Registered
Common Stock, par value $0.001 per share   TELA   Nasdaq Global Market


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




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 (see General Instruction A.2. below):


¨ 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))


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 x


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 4, 2020, at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of TELA Bio, Inc. (the “Company”), the stockholders of the Company approved an amendment and restatement of the Company’s 2019 Equity Incentive Plan (the “A&R 2019 Plan”) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 555,343 shares.


A detailed summary of the material features of the A&R 2019 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 23, 2020 (the “Proxy Statement”) under the caption “Items to Be Voted On—Item 3: Approval of Our Amended and Restated 2019 Equity Incentive Plan,” which description is incorporated herein by reference.


The descriptions of the A&R 2019 Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R 2019 Plan, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


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


On June 4, 2020, the Company held its Annual Meeting virtually. As of April 8, 2020, the record date for the Annual Meeting, there were 11,407,998 outstanding shares of the Company’s common stock. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting, which are described in detail in the Proxy Statement.


(a) Proposal 1 – Election of Class I Directors. Each of Lisa Colleran and Doug Evans were elected to the Board of Directors to serve as Class I directors until the 2023 Annual Meeting of Shareholders, as follows:


Director Nominee  Votes For   Votes Withheld   Broker Non-Votes 
Lisa Colleran   9,013,564    38,929    313,549 
Doug Evans   9,048,829    3,664    313,549 


(b) Proposal 2 – Ratification of Independent Registered Public Accountants. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year was ratified, as follows:


Votes For   Votes Against   Abstentions 
 9,365,169    319    554 


(c) Proposal 3 – Approval of the Adoption of the Amended and Restated 2020 Equity Incentive Plan. The A&R 2019 Plan was approved, as follows:


Votes For   Votes Against   Abstentions   Broker Non-Votes 
 8,535,630    393,528    123,335    313,549 


No further business was brought before the Annual Meeting.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


The following exhibits are being filed herewith:


10.1   TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan







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.


  By: /s/ Antony Koblish
  Name: Antony Koblish
  Title: President, Chief Executive Officer and Director


Date: June 5, 2020