TELA Bio, Inc.

DEF 14A 1 tm242754-1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

☒ Filed by the Registrant

☐ Filed by a party other than the Registrant

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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TELA BIO, INC.

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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1 Great Valley Parkway, Suite 24

Malvern, PA 19355

2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 4, 2024

April 18, 2024

Dear Stockholder:

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of TELA Bio, Inc., or the Annual Meeting, which will be held at 10:00 a.m., Eastern Time, on Tuesday, June 4, 2024. The Annual Meeting will be held in virtual meeting format only. Stockholders will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides for cost savings to TELA Bio, Inc. and our stockholders, and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet at: https://agm.issuerdirect.com/tela.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders, or the Notice, and 2024 Annual Meeting Proxy Statement, or the Proxy Statement. Other than the proposals described in the Proxy Statement, our Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please call our General Counsel & Corporate Secretary, Taylor Ocasio, at 484-320-2930.

Sincerely,

THIS PROXY STATEMENT IS

FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 18, 2024.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 4, 2024

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of TELA Bio, Inc., or the Annual Meeting, will be held on Tuesday, June 4, 2024, at 10:00 a.m. Eastern Time. We are holding the meeting for the purpose of considering and acting upon:

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1. The election of the two director nominees that are set forth in the attached 2024 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class II directors, whose term will expire in 2027;

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2. The ratification of the appointment of KPMG LLP, or KPMG, as our independent registered public accounting firm for the 2024 fiscal year; and

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3. Any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

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The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2024 Annual Meeting of Stockholders, or the Notice.

MEETING INFORMATION

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors,

/s/ Roberto Cuca

Roberto Cuca

Chief Operating Officer and Chief Financial Officer

April 18, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2024. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 18, 2024. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available to holders of our common stock atwww.edocumentview.com/TELA. If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including the financial statements, please send your request to Corporate Secretary, TELA Bio, Inc., 1 Great Valley Parkway, Suite 24, Malvern, PA 19355.

TABLE OF CONTENTS​

This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or the 2023 Annual Report. This summary does not contain all of the information you should consider and we encourage you to read this Proxy Statement and the 2023 Annual Report carefully before voting.

2024 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Kurt Azarbarzin and Antony Koblish as Class II directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders. The number of members of our Board of Directors, or the Board, is currently set at six members and is divided into three classes, each of which has a three-year term. Each class of directors consists of two directors.

The term of office of our Class II directors expires at the Annual Meeting. We are nominating Kurt Azarbarzin and Antony Koblish for re-election at our Annual Meeting to serve until the 2027 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The two nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Kurt Azarbarzin and Antony Koblish. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | i

CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

RECENT CORPORATE HIGHLIGHTS

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Recognized revenue of $58.5 million for the full year 2023, representing an increase of 41% over 2022.

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Announced the full U.S. commercial launch of LIQUIFIX FIX8™ Laparoscopic and LIQUIFIX Precision™ Open Hernia Mesh Fixation Devices, the only FDA-Approved liquid adhesive for internal use in hernia surgery.

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Announced sale of distribution rights of the NIVIS Fibrillar Collagen Pack to MiMedx Group in exchange for $8 million to $12 million in total consideration.

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U.S. commercial launch of the OviTex® PRS Long-Term Resorbable for plastic and reconstructive surgery.

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Closed an underwritten offering of 5,219,190 shares of our common stock, resulting in net proceeds of approximately $46.3 million after deducting underwriting discounts, commissions and other offering expenses.

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ii |Notice of Annual Meeting of Stockholders and 2024 Proxy Statement