TELA Bio Inc美股招股说明书(2025-11-13版)

TELA Bio, Inc.Shares of Common Stock Pre-funded Warrants to PurchaseShares of Common Stock We are offeringshares of our common stock, and, in lieu of common stock to certain investors who sochoose, pre-funded warrants to purchase up toshares of our common stock, in a registered direct offering, or theoffering, to a limited number of investors pursuant to this prospectus supplement and accompanying prospectus. Thepurchase price of each pre-funded warrant equals the price per share at which the shares of our common stock are beingsold in this offering, minus $0.0001, which is the exercise price of each pre-funded warrant. Each pre-funded warrantwill be exercisable for one share of common stock at any time after the date of issuance of such pre-funded warrant,subject to an ownership limitation. This prospectus supplement also relates to the offering of the shares of commonstock issuable upon the exercise of such pre-funded warrants. Our common stock is listed on The Nasdaq Global Market under the symbol “TELA.” On November12, 2025, thelast reported sale price of our common stock on The Nasdaq Global Market was $1.14 per share. There is no establishedpublic trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to listthe pre-funded warrants on the Nasdaq Global Market or any other national securities exchange or nationallyrecognized trading system. We are a “smaller reporting company” as defined under the federal securities laws, and, as such, have elected tocomply with certain reduced public company reporting requirements for future filings. See “Prospectus SupplementSummary — Implications of Being an Smaller Reporting Company.” Investing in our common stock and pre-funded warrants involves a high degree of risk. Please read “Risk Factors”beginning on pageS-10of this prospectus supplement and under similar headings in documents incorporated by referenceinto this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. PERSHAREPERPRE-FUNDEDWARRANTTOTALOffering price$$$Underwriting discounts and commissions$$$Proceeds to us before expenses$$$(1) (1)We have agreed to reimburse the underwriter for certain expenses. See “Underwriting” beginning on pageS-27ofthis prospectus supplement. The underwriter expects to deliver the shares of common stock and pre-funded warrants to purchasers on or aboutNovember, 2025. Sole Bookrunner Canaccord GenuityThe information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement has been filed withthe Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are notsoliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The date of this prospectus supplement is November, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-8RISK FACTORSS-10CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-13USE OF PROCEEDSS-15DIVIDEND POLICYS-16DILUTIONS-17DESCRIPTION OF SECURITIES OFFEREDS-19MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-21UNDERWRITINGS-27LEGAL MATTERSS-36EXPERTSS-36WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-36 Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION OF CERTAIN INFORMATION BY REFERENCE2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4ABOUT THE COMPANY6RISK FACTORS7USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS20DESCRIPTION OF UNITS22DESCRIPTION OF SUBSCRIPTION RIGHTS23GLOBAL SECURITIES24PLAN OF DISTRIBUTION28LEGAL MATTERS30EXPERTS31 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our commonstock and pre-funded warrants to purchase our common stock. Before buying any of the common stock andpre-funded warrants that we are offering, we urge you to carefully read this prospectus supplement and theaccompanying prospectus, together with the information incorporated by reference as described under theheadings “Where You Can Find More Information” and “Incorporation by Reference” in this prospectussupplement. These documents contain important information that you should consider when making yourinvestment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthis offering of common stock and pre-funded warrants and also adds to, updates and changes informationcontained in the accompanying prospectus and the documents incorporated by reference herein and therein.Th