TELA Bio, Inc.

DEF 14A 1 tm2624723-2_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

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☐ 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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(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

2026 SPECIAL MEETING OF STOCKHOLDERS

To be Held on October 8, 2026

September 14, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Special Meeting of Stockholders of TELA Bio, Inc., or the Special Meeting, which will be held at 10:00 a.m., Eastern Time, on Thursday, October 8, 2026. The Special Meeting will be held in virtual meeting format only. Stockholders will not be able to attend the Special 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 Special Meeting. The Special Meeting can be accessed via the Internet at: https://event.accessnewswire.com/tela-meeting-2026.

Details regarding the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of 2026 Special Meeting of Stockholders, or the Notice, and 2026 Special 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 Special Meeting. We are mailing to our stockholders this Proxy Statement and the accompanying proxy card, or the Proxy Materials. We plan to mail the Proxy Materials on or about September 14, 2026, which will contain instructions on how to access those documents and to cast your vote via the Internet.

Your vote is important. Whether or not you plan to virtually attend the Special 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 Chief Executive Officer, Heather Getz, at (484) 320-2930.

Sincerely,

THIS PROXY STATEMENT IS

FIRST BEING MADE AVAILABLE ON OR ABOUT September 14, 2026.

NOTICE OF 2026 SPECIAL MEETING OF STOCKHOLDERS

To be Held on Thursday, October 8, 2026

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Special Meeting of Stockholders of TELA Bio, Inc., or the Special Meeting, will be held on Thursday, October 8, 2026, at 10:00 a.m. Eastern Time. The purpose of the meeting is the following:

The approval of an amendment to our Fourth Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, to combine outstanding shares of our common stock, par value $0.001 per share, or Common Stock, into a lesser number of outstanding shares, or the Reverse Stock Split, by a ratio of not less than one-for-five and not more than one-for-fifteen, with the exact ratio to be set within this range by our board of directors, or the Board, in its sole discretion, or the Reverse Stock Split Proposal or Proposal 1; and

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The approval of an adjournment of the Special Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes in favor of Proposal 1, or the Adjournment Proposal or Proposal 2.

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The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2026 Special Meeting of Stockholders, or the Notice.

MEETING INFORMATION

Your vote matters. Whether or not you plan to virtually attend the Special 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/ Heather Getz

Heather Getz

Chief Executive Officer and Director

September 14, 2026

To assist you in reviewing this meeting’s proposals, we call your attention to the following proxy summary. This is only a summary; please review this Special Meeting Proxy Statement, or the Proxy Statement, in full.

2026 Special Meeting of Stockholders

Summary of Stockholder Voting Matters

Notice of Special Meeting of Stockholders and 2026 Proxy Statement | i