TELA Bio Inc 2025年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from toCommission file number: 001-39130 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.◻Yes⌧NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.◻ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Yes⌧No Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.⌧Yes◻NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).⌧Yes◻NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.◻Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).◻Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes◻ As of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregatemarket value of the registrant’s common stock held by non-affiliates was approximately $76.8 million based on the closing price ofthe common stock as reported on the NASDAQ Global Market on June 30, 2025.As of March 16, 2026, the registrant had 44,740,371 shares of Common Stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) forTELA Bio’s 2026 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K. TABLE OF CONTENTS No.PART IITEM 1.BUSINESS7ITEM 1A.RISK FACTORS40ITEM 1B.UNRESOLVED STAFF COMMENTS83ITEM 1C.CYBERSECURITY83ITEM 2.PROPERTIES84ITEM 3.LEGAL PROCEEDINGS85ITEM 4.MINE SAFETY DISCLOSURES85PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES85ITEM 6.[RESERVED]85ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS86ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK97ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA98ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE98ITEM 9A.CONTROLS AND PROCEDURES99ITEM 9B.OTHER INFORMATION100ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS100PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE100ITEM 11.EXECUTIVE COMPENSATION100ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS100ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE101ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES101PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES101ITEM 16.FORM 10-K SUMMARY101EXHIBIT INDEX103SIGNATURES106 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) and the documents incorporated by referenceherein contain “forward-looking statements” within the meaning of the Private Securities Litig