What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-21 · 227 added, 152 removed, 787 unchanged (33% of the section changed)

23 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Operating Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting.

control over financial reporting.

Based on its evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

111 unchanged sentences

200,000,000 shares authorized;

39,395,712 and 24,494,675 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

44,538,264 and 39,395,712 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

22 unchanged sentences

Total other expense, net

Loss before income tax benefit

Income tax benefit

Loss before income tax (expense) benefit

Income tax (expense) benefit

Net loss per common share, basic and diluted

8 unchanged sentences

comprehensive

income (loss)

Balance at January 1, 2023

Vesting of common stock previously subject to repurchase

Vesting of restricted stock units and exercise of stock options

10 unchanged sentences

Stock‑based compensation expense

Sale of common stock, net of underwriting discounts, commissions and offering costs

Sale of common stock and pre-funded warrants, net of underwriting discounts, commissions and offering costs

Balance at December 31, 2024

Vesting of restricted stock units and exercise of stock options

Vesting of restricted stock units

Issuance of common stock under the employee stock purchase plan

Shares withheld for employee taxes

Issuance of common stock warrants in connection with credit facility

Exercise of pre-funded warrant

Foreign currency translation adjustment

16 unchanged sentences

Stock ‑ based compensation expense

Deferred income tax benefit

Income tax expense (benefit)

Gain on disposal of fixed assets

2 unchanged sentences

Accounts receivable, net

Prepaid expenses and other current assets

Prepaid expenses and other current and long-term assets

Accounts payable

Accrued expenses and other current and long-term liabilities

Foreign currency transaction (gain) loss

Foreign currency transaction loss

Net cash used in operating activities

Cash flows from investing activities:

Payment for intangible asset

Purchase of property and equipment

4 unchanged sentences

Proceeds from sale of common stock and pre-funded warrants, net

Proceeds from issuance of long-term debt

Proceeds from issuance of long-term debt and warrants

Repayment of long-term debt

5 unchanged sentences

Effect of exchange rate on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents and restricted cash

Net (decrease) increase in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash, beginning of year

5 unchanged sentences

Operating lease ROU asset exchanged for operating lease liabilities

Tenant improvement and deferred rent reclassified to operating lease liabilities

Operating lease liabilities assumed for operating lease ROU assets

Offering costs in accrued expenses and other current liabilities

Issuance of common stock warrants in connection with credit facility

See accompanying notes to consolidated financial statements.

12 unchanged sentences

The Company anticipates incurring additional losses until such time, if ever, it can generate sufficient revenue from its products to cover its expenses.

In March 2024, the Company sold its distribution rights for NIVIS Fibrillar Collagen Pack to MiMedx Group, Inc.

in exchange for an initial $ 5.0 million payment and additional future payments aggregating between a minimum of $ 3.0 million and a maximum of $ 7.0 million based on net sales of NIVIS (now marketed as HELIOGEN) over the subsequent two years .

On October 24, 2024, the Company completed an underwritten public offering of 14,670,000 shares of its common stock, including the exercise in full of the underwriters’ overallotment option to purchase additional shares of common stock, at a price to the public of $ 2.25 per share and, in lieu of common stock to investors who so chose, pre-funded warrants to purchase 5,800,000 shares of common stock at a public offering price of $ 2.2499 per pre-funded warrant, which represents the per share public offering price for the shares of common stock less the $ 0.0001 per share exercise price for each pre-funded warrant.

The offering resulted in net proceeds of $ 42.9 million, after deducting underwriting discounts and commissions and other estimated offering expenses and assuming no subsequent exercise of the pre-funded warrants.

The exercise of the pre-funded warrants, if any, is not expected to provide significant additional funding to the Company.

On November 13, 2025, the Company executed an underwriting agreement in connection with an underwritten registered direct offering of 4,189,000 shares of its common stock, at a price of $ 1.11 per share and, in lieu of common stock to investors who so chose, pre-funded warrants to purchase 7,523,000 shares of common stock at an offering price of $ 1.1099 per pre-funded warrant, which represents the per share offering price for the shares of common stock less the $ 0.0001 per share exercise price for each pre-funded warrant.

The offering closed on November 17, 2025.

The offering resulted in net proceeds of approximately $ 11.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses and assuming no subsequent exercise of the pre-funded warrants.

The exercise of the

pre-funded warrants, if any, is not expected to provide significant additional funding to the Company.

The operations of the Company are subject to certain risks and uncertainties including, among others, the uncertainty of product development, the impact of macroeconomic conditions, including, general economic uncertainty, inflationary pressures and the measures undertaken by various governments to address them, banking instability, monetary policy changes (including tariffs that have been or may in the future be imposed by the U.S.

or other countries), geopolitical factors such as the ongoing Russia-Ukraine conflict, the current conflicts in the Middle East (including any escalation or expansion) and increasing tensions between China and Taiwan, cybersecurity events affecting or disrupting normal hospital operations, constraints on the supply of critical surgical and hospital supplies necessary to facilitate the surgical procedures in which our products are utilized, technological uncertainty, commercial acceptance of any developed products, alternative competing technologies, dependence on collaborative partners, uncertainty regarding patents and proprietary rights, comprehensive government regulations, and dependence on key personnel.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

or other countries), geopolitical factors such as the ongoing Russia-Ukraine conflict, recent events in Venezuela, the current conflicts in the Middle East (including any escalation or expansion) and increasing tensions between China and Taiwan, cybersecurity events affecting or disrupting normal hospital operations, constraints on the supply of critical surgical and hospital supplies necessary to facilitate the surgical procedures in which the Company’s products are utilized, technological uncertainty, commercial acceptance of any developed products, alternative competing technologies, dependence on collaborative partners, uncertainty regarding patents and proprietary rights, comprehensive government regulations, and dependence on key personnel.

(3) Summary of Significant Accounting Policies

2 unchanged sentences

Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).

The consolidated financial statements include the accounts of TELA Bio, Inc.

The consolidated financial statements include the

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

accounts of TELA Bio, Inc.

and its wholly owned subsidiaries TELA Bio Limited and TELA Bio GmbH.

35 unchanged sentences

(d) Other segment items include other operating income and other expenses as disclosed in the consolidated statements of operations and comprehensive loss;

interest expense, loss on extinguishment of debt, other income and income tax benefit.

interest expense, loss on extinguishment of debt, other income and income tax expense.

Concentration of Risk

2 unchanged sentences

The Company has established guidelines relative to credit ratings and maturities that seek to maintain safety and liquidity.

Following the events relating to Silicon Valley Bank in 2023, the Company established an additional redundant account with another high-credit-quality financial institution to mitigate liquidity risk to our cash and cash equivalents from any further instability in the financial industry.

As described in Note 12, the Company has licensed patents and other intellectual property from Aroa Biosurgery Ltd.

13 unchanged sentences

Restricted cash

Total cash and cash equivalents and restricted cash shown in Statement of cash flows

Total cash and cash equivalents and restricted cash shown in statements of cash flows

Inventory consists of purchased materials, primarily finished goods, and is identified and tracked by lot and stated at the lower of cost or net realizable value, with cost being determined on a first-in, first-out basis.

10 unchanged sentences

Depreciation is provided over the estimated useful lives of the assets using the straight-line method.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

Intangible Assets

1 unchanged sentence

Milestone payments due related to licenses or commercialization rights after future economic benefit is established are recorded as intangible assets.

In 2024, 2023

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

and 2022, the Company recorded $ 0.4 million, $ 0.4 million and $ 0.8 million of amortization expense, respectively, related to intangible assets.

The Company recorded $ 0.4 million of amortization expense, respectively, in each of 2025, 2024 and 2023 related to intangible assets.

At December 31, 2025, the remaining life of intangible assets was 3.6 years.

The Company anticipates recognizing amortization expense of $ 0.4 million in each of the next four years and $ 0.2 million thereafter.

The Company anticipates recognizing amortization expense of $ 0.4 million in each of the next three years and $ 0.2 million thereafter.

The Company determines if an arrangement is a lease at contract inception.

18 unchanged sentences

A significant portion of the Company’s revenue is generated from product shipped to a customer or from consigned inventory maintained at hospitals or other surgical facilities.

Revenue from the sale of consigned products is recognized when control is transferred to the customer, which occurs at the time the product is used in a surgical procedure.

For product that is not held on consignment, the Company recognizes revenue when control transfers to the customer which occurs at the time the product is shipped or delivered.

For all of the Company’s customer contracts, the only identified performance obligation is providing the product to the customer.

Revenue from the sale of consigned products is recognized

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

when control is transferred to the customer, which occurs at the time the product is used in a surgical procedure.

For product that is not held on consignment, the Company recognizes revenue when control transfers to the customer which occurs at the time the product is shipped or delivered.

For all of the Company’s customer contracts, the only identified performance obligation is providing the product to the customer.

Revenue is recognized at the estimated net sales price, which includes estimates of variable consideration.

The Company enters into contracts with certain third-party payors for the payment of rebates with respect to the utilization of its products.

These rebates are based on contractual percentages.

These rebates are primarily based on contractual percentages.

The Company estimates and records these rebates in the same period the related revenue is recognized, resulting in a reduction of product revenue.

15 unchanged sentences

Stock-Based Compensation

The Company accounts for stock-based awards in accordance with provisions of ASC Topic 718, Compensation—Stock Compensation , under which the Company recognizes the grant-date fair value of stock-based awards issued to employees and nonemployee board members as compensation expense on a straight-line basis over the vesting period of the award while awards containing a performance condition are recognized as expense when the achievement of the performance criteria is considered probable.

The Company uses the Black-Scholes option pricing model to determine the grant-date fair value of stock options.

The Company estimates forfeitures that it expects will occur and adjusts expense for actual forfeitures in the periods they occur.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

performance criteria is considered probable.

The Company uses the Black-Scholes option pricing model to determine the grant-date fair value of stock options.

The Company estimates forfeitures that it expects will occur and adjusts expense for actual forfeitures in the periods they occur.

The Company accounts for issued warrants either as a liability or equity in accordance with ASC Topic 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480-10”) or ASC Topic 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”).

17 unchanged sentences

Depending on the nature of the assets and liabilities, various valuation techniques and assumptions are used when estimating fair value.

The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, other assets, and accounts payable are shown at cost, which

The carrying amounts of certain of the Company’s financial instruments, including

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

approximates fair value due to the short-term nature of these instruments.

The carrying amounts of the Company’s Credit and Security Agreement approximates fair value due to its variable interest rate.

cash and cash equivalents, accounts receivable, other assets, and accounts payable are shown at cost, which approximates fair value due to the short-term nature of these instruments.

The carrying amount of the Perceptive Term Loan Facility (as later defined) approximates fair value due to its variable interest rate.

The Company follows the provisions of ASC Topic 820, Fair Value Measurement , for financial assets and liabilities measured on a recurring basis.

33 unchanged sentences

Common stock warrants

Due to their nominal exercise price of $ 0.0001 per share, the outstanding pre-funded warrants are considered common stock equivalents and are included in the calculation of weighted-average shares of common stock outstanding from the October 24, 2024 closing date.

Common stock warrants issued with credit facility

Due to their nominal exercise price of $ 0.0001 per share, all outstanding pre-funded warrants are considered common stock equivalents and are included in the calculation of weighted-average shares of common stock outstanding from the respective closing dates.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU No.

2020-06, Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity (“ ASU 2020-06”) .

ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments.

It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions.

The new guidance also modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those annual periods.

The adoption of this guidance did not have a significant impact on the consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures , which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted, including adoption in any interim period.

See note 3 for additional disclosures related to the adoption of this ASU.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , requiring entities to provide additional information in the income tax rate reconciliation and additional disclosures about income taxes paid.

1 unchanged sentence

This guidance is effective for annual periods beginning after December 15, 2024, and should be applied prospectively, but entities have the option to apply it retrospectively for each period presented.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the expected impact that the standard could have on its consolidated financial statements and related disclosures.

We adopted this guidance, retrospectively on January 1, 2025 and included the necessary disclosures in Note 11.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses .

1 unchanged sentence

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The requirements will

The requirements will be applied prospectively with the option for retrospective application.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-use Software .

The new guidance eliminates project stages and requires capitalizing software costs to begin when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

When evaluating if a project is probable to be completed, significant development uncertainty must be assessed.

Additionally, disclosures for property, plant and equipment will be required for all capitalized software costs.

The guidance is effective in the first quarter of 2028 with early adoption permitted as of the beginning of an annual reporting period.

Upon adoption, the guidance may be applied prospectively, retrospectively or using a modified transition approach.

The Company is currently evaluating the expected impact that the standard could have on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The guidance provides a practical expedient that an entity may assume that conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from revenue transactions from contracts with customers.

The guidance is effective in the first quarter of 2026 with early adoption permitted, to be applied on a prospective basis.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

be applied prospectively with the option for retrospective application.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures.

prospectively adopted this guidance on October 1, 2025 and the adoption of this guidance did not have a significant impact on the consolidated financial statements and related disclosures.

(4) Property and Equipment

9 unchanged sentences

Property and equipment, net

The cost of property and equipment at both December 31, 2024 and 2023 includes $ 0.2 million of equipment located at Aroa.

Depreciation expense was $ 0.6 million, $ 0.6 million and $ 0.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

During the year ended December 31, 2025, the Company disposed of $ 1.8 million of assets.

All assets were fully depreciated.

(5) Accrued Expenses and Other Current Liabilities

5 unchanged sentences

Research and development expenses

Income/sales tax payable

Total accrued expenses and other current liabilities

2 unchanged sentences

Long-term debt consisted of the following (in thousands):

Perceptive term loan

MidCap term loan

1 unchanged sentence

Long-term debt

Perceptive Term Loan

On November 13, 2025, the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings V, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured term loan facility in an aggregate principal amount of up to $ 70.0 million (the “Perceptive Term Loan Facility”).

An initial loan in an aggregate principal amount of $ 60.0 million (the “Initial Loan”) was funded under the Perceptive Term Loan Facility on November 14, 2025 (the “Closing Date”).

In addition to the Initial Loan, the Perceptive Term Loan Facility includes an additional delayed draw loan in an aggregate principal amount of $ 10.0 million to be available in a single drawing after the Closing Date on or prior to the Delayed Draw Commitment Termination Date (as defined in the Credit Agreement but not later than April 30, 2027) (the “Delayed Draw Loan,” together with the Initial Loan, the “Loans”), which will be accessible by the Company so long as it satisfies certain customary conditions precedent, including but not limited to, the achievement of net revenue thresholds.

The Perceptive Term Loan Facility has a maturity date of November 14, 2030 (the “Maturity Date”).

The Perceptive Term Loan Facility will accrue interest at an annual rate equal to the sum of (a) an applicable margin of 7.85 % (the “Applicable Margin”) plus (b) the greater of (i) the Reference Rate (as defined in the Credit Agreement) and (ii) four and one quarter percent ( 4.25 %).

Accrued interest on the Term Loans is payable monthly in arrears.

Upon an Event of Default (as defined in the Credit Agreement), the Applicable Margin will automatically increase by an additional 3.00 % per annum.

Prior to the Maturity Date, there will be no scheduled principal payments under the Perceptive Term Loan Facility.

On the Maturity Date, the Company is required to pay Perceptive the aggregate outstanding principal amount of the Loans and all accrued and unpaid interest thereon.

The Term Loans may be prepaid at any time, subject to a prepayment premium equal to 2 % to 10 % of the aggregate outstanding principal amount being prepaid, depending on the date of prepayment.

In connection with the Credit Agreement, the Company also entered into a Security Agreement (the “Security Agreement”), dated as of the Signing Date, with Perceptive, pursuant to which all of its obligations under the Credit Agreement are secured by a first lien perfected security interest on substantially all of its existing and after-acquired assets, subject to customary exceptions.

In addition, on the Closing Date, as consideration for the Credit Agreement, the Company issued to Perceptive warrants to purchase up to 2,000,000 shares (the “Warrant Shares”) of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), with an exercise price of $ 1.11 (the “Initial Loan Warrants”).

Additionally, if the Delayed Draw Loan is drawn upon, the Company will be required to issue to Perceptive additional warrants to purchase up to 333,333 shares of its Common Stock, with an exercise price of $ 1.11 (the “DDL Warrants” and, together with the Initial Loan Warrants, the “Warrants”).

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

The Warrants have an expiration date of November 14, 2035 and may be exercised on a cashless or “net” basis.

The Warrants are freely transferable and will be automatically exercised, on a cashless basis, prior to their expiration if the value of the underlying shares is greater than the then-applicable exercise price.

The exercise price described herein is subject to adjustment for certain recapitalization events, as further described in the Warrants.

Pursuant to the Warrants, the Company has granted Perceptive certain resale registration rights in respect of the Warrant Shares.

The Company determined that the Warrants were equity classified and therefore allocated the proceeds received between the debt and warrants based on their relative fair values.

The amount allocated to the Warrants, or $ 1.4 million, has been treated as an additional debt issuance cost.

None of the Warrants have been exercised as of December 31, 2025.

The Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants, financial covenants, and conditions that are customarily required for similar financings.

The affirmative covenants, among other things, require the Company to undertake various reporting and notice requirements, maintain insurance and maintain in full force and effect all Regulatory Approvals, Material Agreements, Intellectual Property (each as defined in the Credit Agreement) and other rights, interests or assets (whether tangible or intangible) reasonably necessary for the operations of its business.

The negative covenants restrict or limit the Company’s ability to, among other things and subject to certain exceptions contained in the Credit Agreement, incur new indebtedness;

create liens on assets;

engage in certain fundamental corporate changes, such as mergers or acquisitions, or changes to the Company’s business activities;

make certain Investments or Restricted Payments (each as defined in the Credit Agreement);

change the Company’s fiscal year;

pay dividends;

repay other certain indebtedness;

engage in certain affiliate transactions;

or enter into, amend or terminate any other agreements that has the impact of restricting the Company’s ability to make loan repayments under the Credit Agreement.

In addition, the Company must (i) at all times prior to the Maturity Date, maintain minimum Liquidity (as defined in the Credit Agreement) of $ 5.0 million and (ii) as of each quarterly calculation date set forth in the Credit Agreement, maintain revenue that is not less than the amounts specified in the Credit Agreement.

The Credit Agreement also contains certain customary Events of Default which include, among others, non-payment of principal, interest, or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments, cross-defaults to material contracts, certain regulatory-related events and events constituting a change of control.

The occurrence of an Event of Default could result in, among other things, the declaration that all outstanding principal and interest under the Perceptive Term Loan Facility are immediately due and payable in whole or in part.

Interest expense associated with the Perceptive Credit Facility recorded for the year ended December 31, 2025 was $ 1.1 million, of which $ 0.1 million was related to the amortization of debt issuance costs.

MidCap Term Loan

On May 26, 2022, the Company entered into the Credit and Security Agreement (the “MidCap Credit Agreement”) with MidCap Financial Trust, as agent, and certain lender parties thereto.

The MidCap Credit Agreement consists of $ 40.0 million in a term loan.

Upon closing, the Company used a portion of the proceeds to repay borrowings under a previous credit facility.

Pursuant to the MidCap Credit Agreement, the Company provided a first priority security interest in all existing and future acquired assets, including intellectual property, owned by the Company.

The MidCap Credit Agreement contains certain covenants that limit the Company’s ability to engage in certain transactions that may be in the Company’s long-term best interests, including the incurrence of additional indebtedness, effecting certain corporate changes, making certain investments, acquisitions or dispositions and paying dividends.

The MidCap Credit Agreement also contains customary indemnification obligations and customary events of default, including, among other things, (i) non-payment, (ii) breach of warranty, (iii) non-performance of covenants and obligations, (iv) default on other indebtedness, (v) judgments, (vi) change of control, (vii) bankruptcy and insolvency, (viii) impairment of security, (ix) key permit events, (x) termination of a pension plan, (xi) regulatory matters, (xii) material adverse effect and (xiii) breach of material contracts.

In addition, the Company must maintain minimum net revenue levels tested quarterly.

In the event of default under the MidCap Credit Agreement, the Company would be required to pay interest on principal and all other due and unpaid obligations at the current rate in effect plus 2 %.

The MidCap term loan matures on May 1, 2027 and bears interest at a rate equal to 6.25 % plus the greater of one-month Term SOFR (as defined in the MidCap Credit Agreement) or 1.0 %.

The Company is required to make 36 monthly interest payments beginning on June 1, 2022 (the “Interest-Only Period”).

If the Company is in covenant compliance at the end of the Interest-Only Period, the Company will have the option to extend the Interest-Only Period by 12 months to 48 monthly interest payments, followed by 12 months of straight-line amortization, with the entire principal payment due at maturity.

If the Company is not in covenant compliance at the end of the Interest-Only Period, the Company is required to make 24 months of straight-line amortization payments, with the entire principal amount due at maturity.

Subject to certain limitations, the MidCap term loan has a prepayment fee equal to 1.0 % of the prepaid principal amount.

The Company is also required to pay an exit fee at the time of maturity or prepayment event equal to 5 % of all principal borrowings (the “End of Term Charge”) (or in the event of a prepayment event, the amount of principal being prepaid).

The exit fee has been accounted for as an additional debt issuance cost and is being amortized to interest expense over the term of the MidCap term loan.

In May 2022, the Company entered into the Credit and Security Agreement (the “MidCap Credit Agreement”) with MidCap Financial Trust, as agent, and certain lender parties thereto.

The MidCap Credit Agreement consisted of $ 40.0 million in a term loan.

On November 14, 2025, the Company closed on a credit facility from Perceptive and upon closing used a portion of the proceeds to repay all borrowings under the MidCap Credit Agreement.

As a result of these payments, a $ 0.9 million loss on extinguishment was recorded during the year ended December 31, 2025.

The MidCap term loan bore interest at a rate equal to 6.25 % plus the greater of one-month Term SOFR (as defined in the MidCap Credit Agreement) or 1.0 %.

Interest expense associated with the MidCap Credit Facility recorded for the year ended December 31, 2025 was $ 4.1 million, of which $ 0.4 million was related to the amortization of debt issuance costs.

Interest expense associated with the MidCap Credit Facility recorded for the year ended December 31, 2024 was $ 5.3 million, of which $ 0.6 million was related to the amortization of debt issuance costs.

Interest expense associated with the

Interest expense associated with the MidCap Credit Facility recorded for the year ended December 31, 2023 was $ 5.2 million, of which $ 0.6 million was related to the amortization of debt issuance costs.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

MidCap Credit Facility recorded for the year ended December 31, 2022 was $ 2.6 million, of which $ 0.4 million was related to the amortization of debt issuance costs.

OrbiMed Term Loan

In November 2018, the Company entered into the OrbiMed Credit Facility with OrbiMed, a related party as the lender is affiliated with a stockholder of the Company, which consisted of up to $ 35.0 million in term loans (the “OrbiMed Term Loans”).

The OrbiMed Term Loans consisted of two tranches, a $ 30.0 million Tranche 1 (“First Tranche”) and a $ 5.0 million Tranche 2 (“Second Tranche”).

In November 2018, the Company borrowed $ 30.0 million of the First Tranche.

The Company elected not to borrow the Second Tranche prior to its expiration on December 31, 2019.

On May 26, 2022, the Company entered into the MidCap Credit Agreement and upon closing used a portion of the proceeds to repay all borrowings under the OrbiMed Credit Facility.

The OrbiMed Term Loan bore interest at a rate equal to 7.75 % plus the greater of one-month LIBOR or 2.0 % until the aggregate principal, interest and End of Term Charge of $ 3.0 million were paid with part of the proceeds received from the MidCap Credit Agreement.

As a result of these payments, a $ 1.2 million loss on extinguishment was recorded during the year ended December 31, 2022.

Interest expense associated with the OrbiMed Credit Facility recorded for the year ended December 31, 2022 was $ 1.5 million, of which $ 0.3 million was related to the amortization of debt issuance costs.

(7) Stockholders’ Equity

Public Stock Offerings

In April 2023, the Company completed an underwritten public offering in which the Company issued and sold 5,219,190 shares of its common stock (including 469,190 shares sold pursuant to the underwriters’ overallotment option in May 2023) at a public offering price of $ 9.50 per share.

The Company received net proceeds of approximately $ 46.3 million after deducting underwriting discounts, commissions and other offering expenses.

In November 2023, the Company entered into a new Equity Distribution Agreement (the “2023 Equity Agreement”) with Piper Sandler & Co, (“Piper”) in connection with the establishment of an at-the-market offering program under which the Company may sell shares of its common stock, from time to time through Piper as sales agent, in an initial amount of up to $ 50 million.

3 unchanged sentences

During the third quarter of 2025, pre-funded warrants were exercised for 700,000 shares of common stock for de minimis proceeds.

The exercise of the remaining pre-funded warrants, if any, is not expected to provide significant additional funding to the Company.

The offering closed on November 17, 2025.

The exercise of the pre-funded warrants, if any, is not expected to provide significant additional funding to the Company.

The Company received net proceeds of approximately $ 46.3 million after deducting underwriting discounts, commissions and other offering expenses.

In August 2022, the Company completed an underwritten public offering in which the Company issued and sold 4,600,000 shares of its common stock at a public offering price of $ 8.00 per share.

The Company received net proceeds of $ 34.4 million after deducting underwriting discounts, commissions and other offering expenses.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

There have been no exercises or cancellations of warrants during the year ended December 31, 2024.

None of these pre-funded warrants were exercised as of December 31, 2025.

The Company had the following warrants outstanding at December 31, 2025:

1 unchanged sentence

Common stock warrants

Common stock warrants issued with credit facility

Pre-funded common stock warrants

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

The following table summarizes warrant activity:

Outstanding at January 1, 2023

Canceled/forfeited

Outstanding at December 31, 2023

Canceled/forfeited

Outstanding at December 31, 2024

Canceled/forfeited

Outstanding at December 31, 2025

On October 24, 2024, in connection with the underwritten public offering, the Company granted pre-funded warrants to purchase 5,800,000 shares of common stock at a public offering price of $ 2.2499 per pre-funded warrant, which represents the per share public offering price for the shares of common stock less the $ 0.0001 per share exercise price for each pre-funded warrant.

1 unchanged sentence

Accordingly, the amount allocated to the pre-funded warrants was recorded as a component of stockholders’ equity within additional paid-in capital.

On November 13, 2025, in connection with the underwritten registered direct offering, the Company granted pre-funded warrants to purchase 7,523,000 shares of common stock at a public offering price of $ 1.1099 per pre-funded warrant, which represents the per share public offering price for the shares of common stock less the $ 0.0001 per share exercise price for each pre-funded warrant.

The common stock and pre-funded warrants each met the criteria for equity classification.

Accordingly, the amount allocated to the pre-funded warrants was recorded as a component of stockholders’ equity within additional paid-in capital.

(8) Sale of Product Line

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Any consideration in excess of $ 3.0 million up to $ 7.0 million is considered variable consideration that is fully constrained.

The Company accounted for the Transaction as a sale of a nonfinancial asset group in accordance with ASC 610-20 and followed the principals of ASC 606 to determine the consideration of $ 8.4 million related to the Transaction which includes the consideration for the existing inventory.

The Company transferred control of the nonfinancial asset group in March 2024 and recognized a gain of $ 7.6 million in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2024.

The Company accounted for the Transaction as a sale of a nonfinancial asset group in accordance with ASC 610-20 and followed the principles of ASC 606 to determine the consideration of $ 8.4 million related to the Transaction which includes the consideration for the existing inventory.

The Company transferred control of the nonfinancial asset group in March 2024 and upon closing recognized a gain of $ 7.6 million in the consolidated statement of operations and

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

comprehensive loss during the three months ended March 31, 2024.

The $ 8.4 million transaction price included the minimum revenue-share payment of $ 3.0 million, which was recorded as a receivable when the deal closed.

Revenue-share payments commenced after the third quarter of 2024.

At December 31, 2024, $ 0.1 million of this amount had been collected.

The remaining receivable included $ 0.6 million recorded as the current portion in prepaid expenses and other assets in the consolidated balance sheet and $ 2.3 million recorded as the long-term portion in other long-term assets in the consolidated balance sheet.

Revenue-share payments commenced after the third quarter of 2024 and $ 1.4 million of this amount had been collected as of December 31, 2025.

The remaining receivable of $ 1.6 million is recorded in prepaid expenses and other current assets in the consolidated balance sheet at December 31, 2025.

At each reporting date, the Company assesses the constraint of variable consideration and records increases in the transaction price in the period that the estimate of variable consideration changes.

For the year ended December 31, 2024, no changes were made to the variable consideration.

For the years ended December 31, 2025 and 2024, no changes were made to the variable consideration.

(9) Stock-Based Compensation

The Company has two equity incentive plans:

the 2012 Stock Incentive Plan and the Amended and Restated 2019 Equity Incentive Plan.

New awards can only be granted under the Amended and Restated 2019 Equity Incentive Plan (the “Plan”).

the 2012 Stock Incentive Plan and the Amended and Restated 2019 Equity Incentive Plan (the “Plan”).

On April 3, 2025, the Company’s board of directors approved an amendment to the Plan to increase the number of authorized shares issuable under the Plan by 3,500,000 shares and eliminate the “evergreen” provision.

This amendment was approved by the Company’s stockholders on May 28, 2025.

New awards can only be granted under the Plan.

At December 31, 2025, 3,667,106 shares of common stock were available for future issuances under the Plan.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

The Plan is subject to an annual increase, subject to prior approval by the Company’s board of directors, equal to the lesser of (i) 432,442 shares, (ii) 4 % of the shares outstanding on the last day of the immediately preceding fiscal year and (iii) such smaller number of shares as determined by the board of directors.

The Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units and/or stock appreciation rights to employees, directors, and other persons, as determined by the Company’s board of directors.

8 unchanged sentences

Total stock‑based compensation

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

The following table summarizes stock option activity for the Plan:

13 unchanged sentences

These grants were made pursuant to the Nasdaq inducement grant exception in accordance with Nasdaq listing rule 5635(c)(4).

At December 31, 2024, the aggregate intrinsic value of both outstanding options and exercisable options was $ 0 .

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

At December 31, 2025, the aggregate intrinsic value of outstanding options and exercisable options was $ 0 .

The weighted average grant-date fair value per share of options granted was $ 1.43 , $ 4.67 and $ 7.19 for the years ended December 31, 2025, 2024 and 2023, respectively.

The aggregate intrinsic value of options exercised was $ 41,000 , $ 0.1 million and $ 16,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

The aggregate intrinsic value of options exercised was $ 0 , $ 41,000 and $ 0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the total unrecognized compensation expense related to unvested employee and nonemployee stock option awards was $ 1.8 million, which is expected to be recognized in expense over a weighted-average period of approximately 2.6 years.

8 unchanged sentences

Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

Expected dividend – The Company has not paid and does not intend to pay dividends.

12 unchanged sentences

The Company has not recorded any expense related to the performance-based RSUs as the performance conditions are not deemed to be probable of achievement.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

The following table summarizes the service-based RSUs for the Plan:

6 unchanged sentences

Outstanding at December 31, 2025

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

The following table summarizes the performance-based RSUs for the Plan:

4 unchanged sentences

Outstanding at December 31, 2024

Canceled/forfeited

Outstanding at December 31, 2025

Included in outstanding RSUs at December 31, 2025, were 137,417 RSUs granted outside of the Plan.

2 unchanged sentences

The aggregate intrinsic value of RSUs outstanding was $ 1.6 million, $ 2.9 million and $ 6.0 million at December 31, 2025, 2024 and 2023, respectively.

The total unrecognized compensation expense at December 31, 2024 related to RSUs was $ 4.0 million, which is expected to be recognized in expense over a weighted-average period of approximately 2.4 years.

The total unrecognized compensation expense at December 31, 2025 related to RSUs was $ 3.0 million, excluding unrecognized compensation expense associated with performance-based RSUs that are not deemed probable of achievement, which is expected to be recognized in expense over a weighted-average period of approximately 2.3 years.

(10) Employee Benefit Plans

4 unchanged sentences

The Company matches 50 % of employees’ contributions up to 6 %, subject to a maximum annual amount.

The Company’s contributions were $ 0.6 million, $ 0.5 million and $ 0.4 million for the years ended December

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

31, 2024, 2023 and 2022, respectively.

The Company’s contributions were $ 0.6 million, $ 0.6 million and $ 0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Participants are immediately vested in their own contributions to the plan and are fully vested in discretionary profit sharing made by the Company after three years of service.

4 unchanged sentences

The ESPP provides the opportunity to purchase the Company’s common stock at a 15 % discount to the market price through payroll deductions.

As of December 31, 2024, 2023 and 2022, 58,994 , 10,602 and 4,523 shares, respectively, were issued under the ESPP.

During the years ended December 31, 2025, 2024 and 2023, 58,235 , 58,994 and 10,602 shares, respectively, were issued under the ESPP.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

(11) Income Taxes

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company evaluated the impact of the OBBBA and determined that it did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2025.

The Company has incurred losses since inception.

Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse.

Components of the Company’s current and deferred income tax expense or benefit for the period consisted of a tax

benefit of $ 0.1 million recorded related to its foreign jurisdiction recognized in the year ended December 31, 2024.

benefit or expense was recognized during the years ended December 31, 2023 or 2022.

The following table sets forth the Company’s loss before income tax (expense) benefit disaggregated between domestic and foreign:

Year ended December 31,

Total loss before income tax (expense) benefit

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

Components of the Company’s current and deferred income tax expense or benefit consisted of the following (in thousands):

Year ended December 31,

Current taxes:

Total current income tax expense

Deferred taxes:

Total deferred income taxes

Total income tax (expense) benefit

Significant components of the Company’s deferred tax assets for federal income taxes consisted of the following (in thousands):

18 unchanged sentences

The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

The Company’s net operating loss (“NOL”) carryforwards for federal and state income tax purposes consisted of the following (in thousands):

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

The Company’s net operating loss (“NOL”) carryforwards for federal and state income tax purposes consisted of the following (in thousands):

NOL carryforwards

7 unchanged sentences

The Company has not performed an analysis under Section 382 and cannot predict or otherwise determine whether there would be any limitation to the amount of net operating losses and general business tax credits carryforwards that can be utilized.

A reconciliation of income tax benefit at the statutory federal income tax rate and as reflected in the consolidated financial statements is as follows:

A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and as reflected in the consolidated financial statements is as follows ($ in thousands, except percentages):

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

Year ended December 31,

Rate reconciliation

Federal tax benefit at statutory rate

State rate, net of federal benefit

Permanent differences

Research and development

Statutory Tax Rate

State and Local Income Taxes, Net of Federal Income Tax Effect *

Foreign Tax Effects

United Kingdom

Statutory tax rate difference between United Kingdom and United States

Change in valuation allowance

Stock compensation true-up

Total tax provision

Statutory tax rate difference between Germany and United States

Change in valuation allowance

Effect of Changes in Tax Laws or Rates Enacted in the Current Period

Effect of Cross-Border Tax Laws

Change in Valuation Allowances

Nontaxable or Nondeductible Items

Changes in Unrecognized Tax Benefits

Other Adjustments

Stock Compensation

Actual income tax (expense) benefit effective tax rate

* The following states made up the majority (greater than 50%) of the tax effect in this category:

California, Colorado, Florida, Georgia, North Carolina, New York and Pennsylvania.

The Company files income tax returns in the U.S.

2 unchanged sentences

Carryforward attributes from prior years may be adjusted upon examination by taxing authorities if used in an open period.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

There were no tax payments or refunds received during the years ended December 31, 2025, 2024 or 2023.

(12) Commitments and Contingencies

1 unchanged sentence

From time to time, the Company may be a party to lawsuits, claims, and other legal proceedings that arise in the ordinary course of its business.

While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

While the outcomes of these matters are uncertain, management does not expect that the ultimate

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

Agreements with Aroa

8 unchanged sentences

Other key terms of the amended Aroa agreement in addition to those disclosed above are as follows:

● We purchase product from Aroa at a fixed transfer cost as a percentage of Aroa’s cost of goods, which, subject to a true-up adjustment, results in an amount equal to 27 % of our net sales of our OviTex and OviTex PRS products, with the exception of OviTex inguinal hernia repair (“IHR”) product configurations, for which we pay the greater of the initial fixed transfer cost or 27 % of our net sales of OviTex IHR.

● The Company purchases product from Aroa at a fixed transfer cost as a percentage of Aroa’s cost of goods, which, subject to a true-up adjustment, results in an amount equal to 27 % of the Company’s net sales of the Company’s OviTex and OviTex PRS products, with the exception of OviTex inguinal hernia repair (“IHR”) product configurations, for which the Company pays the greater of the initial fixed transfer cost or 27 % of our net sales of OviTex IHR.

● The transfer price and the quarterly true-up amount continued to equal 27 % of Company’s net sales of licensed products, with the exception of the IHR products, where the total amount payable to Aroa will at least equal the aggregate transfer pricing paid to Aroa for such products during the applicable calendar year.

4 unchanged sentences

As of December 31, 2025, the Company had $ 1.8 million in milestone payments related to certain research and development arrangements which are currently deemed not probable as the timing and likelihood of such payments are not known with certainty.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

Employment Agreements

The Company entered into employment agreements with key personnel providing for compensation and severance in certain circumstances, as defined in the respective employment agreements.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

The Company leases office and laboratory space in Malvern, Pennsylvania under a noncancelable lease (the “Malvern Lease”).

The Malvern Lease, which was concluded to be an operating lease, was amended in October 2023 to extend the term of the lease from May 2028 to May 2030 (the “Lease Amendment”).

Pursuant to the Lease Amendment, the Company leased an additional 15,881 square feet at the Company’s corporate headquarters which commenced on December 1, 2023 (the “Expansion Premises”) and will relinquish 4,652 square feet of non-contiguous space currently subject to the lease agreement on June 30, 2025 (the “Relinquished Space”).

The Expansion Premises increased the Company’s total leased square footage in the building from 24,725 square feet to 40,606 square feet, which will be subsequently reduced to 35,954 square feet as of June 30, 2025 following removal of the Relinquished Space.

Pursuant to the Lease Amendment, the Company leased an additional 15,881 square feet at the Company’s corporate headquarters which commenced on December 1, 2023 (the “Expansion Premises”) and relinquished 4,652 square feet of non-contiguous space previously subject to the lease agreement on June 30, 2025 (the “Relinquished Space”).

The Expansion Premises increased the Company’s total leased square footage in the building from 24,725 square feet to 40,606 square feet, which was subsequently reduced to 35,954 square feet as of June 30, 2025 following removal of the Relinquished Space.

The modification of the lease terms for the Company’s existing space was not treated as a separate contract;

8 unchanged sentences

The Company used an incremental borrowing rate of 11.66 % to discount the Malvern Lease payments included in the operating lease liabilities recognized.

The Company recognized $ 0.5 million of lease cost during the year ended December 31, 2024 and $ 0.3 million of lease cost during both of the years ended December 31, 2023 and 2022.

The Company recognized $ 0.5 million of lease cost during the years ended December 31, 2025 and 2024 and $ 0.3 million of lease cost during the year ended December 31, 2023.

Cash paid for amounts included in the measurement of operating lease liabilities was $ 0.6 million, $ 0.6 million and $ 0.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, and these amounts are included in operating activities in the consolidated statements of cash flows.

As of December 31, 2025, the remaining lease term for the Malvern Lease is 4.4 years.

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

The following table reconciles the undiscounted future minimum lease payments (displayed in aggregate by year) under non-cancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the consolidated balance sheets as of December 31, 2025 (in thousands):

2 unchanged sentences

Total operating lease liabilities

TELA Bio, Inc.

Notes to Consolidated Financial Statements (continued)

As of December 31, 2024, $ 0.5 million representing the current portion of operating lease liabilities is included in accrued expenses and other current liabilities in the consolidated balance sheets and $ 1.5 million representing the long-term portion of operating lease liabilities is included in other long-term liabilities in the consolidated balance sheets.

2 unchanged sentences

Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K filed on November 19, 2019).

Certificate of Amendment to TELA Bio, Inc.’s Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on August 11, 2025).

Third Amended and Restated Bylaws (incorporated by reference to exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023).

7 unchanged sentences

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 23, 2024).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 14, 2025).

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 14, 2025).

Form of Indemnification Agreement by and between the Company and its individual directors and officers (incorporated by reference to exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.

24 unchanged sentences

Amended and Restated 2019 Equity Incentive Plan (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2020) .

Amendment No.

1 to TELA Bio, Inc.

Amended and Restated 2019 Equity Incentive Plan (incorporated by reference to exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed on August 11, 2025).

Form of TELA Bio, Inc.

15 unchanged sentences

TELA Bio, Inc.

Amended and Restated Non-Employee Director Compensation Policy (filed herewith).

Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed on March 21, 2025).

Amended and Restated Employment Agreement, dated October 25, 2019, by and between the Company and Antony Koblish (incorporated by reference to exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No.

333-234217), dated November 7, 2019).

Employment Agreement, dated January 17, 2020, by and between the Company and Peter Murphy (incorporated by reference to exhibit 10.26 to the Company’s A nnual Report on Form 10-K, filed on March 30, 2020).

Employment Agreement, dated August 27, 2021, by and between the Company and Roberto Cuca (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 27, 2021) .

1 unchanged sentence

Employment Agreement, dated August 3, 2023, by and between the Company and Gregory Firestone (incorporated by reference to exhibit 10.1 to the Company’s Q uarterly Report on Form 10-Q, filed on August 10, 2023).

Employment Agreement, dated June 2, 2025, by and between the Company and Jeffrey Blizard (incorporated by reference to exhibit 10.2 to the Company’s Q uarterly Report on Form 10-Q, filed on August 11, 2025).

Letter Agreement, dated May 20, 2024, by and between the Company and Gregory Firestone (incorporated by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 13, 2024).

Credit and Security Agreement, dated as of May 26, 2022, by and among TELA Bio, Inc., MidCap Financial Trust and the lenders from time to time party thereto (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 31, 2022 ).

Amendment No.

1 to Credit and Security Agreement, dated as of October 18, 2023, by and among TELA Bio, Inc., MidCap Financial Trust and the lenders from time to time party thereto ( incorporated by reference to exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed on March 22, 2024 ).

Employment Agreement, dated March 1, 2026, by and between the Company and Howard Langstein (filed herewith).

Second Amended and Restated License, Product Development and Supply Umbrella Agreement, dated July 16, 2015, by and between the Company and Aroa Biosurgery Ltd.

24 unchanged sentences

Equity Distribution Agreement, dated November 13, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023) .

Credit Agreement and Guaranty dated as of November 13, 2025, by and among TELA Bio, Inc., Perceptive Credit Holdings V, LP, as lender and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 14, 2025).

Security Agreement, dated as of November 13, 2025, by and among the Company and Perceptive Credit Holdings V, LP (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on November 14, 2025).

TELA Bio, Inc.

18 unchanged sentences

Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.

Confidential information has been omitted because it is both (i) not material and (ii) is the type of information that the Company treats as private or confidential pursuant to Item 601 of Regulation S-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

Antony Koblish

President, Chief Executive Officer and Director

Chief Executive Officer and Director

March 25, 2026

1 unchanged sentence

/s/ ANTONY KOBLISH

President, Chief Executive Officer and Director (Principal Executive Officer)

Chief Executive Officer and Director (Principal Executive Officer)

March 25, 2026

14 unchanged sentences

Kurt Azarbarzin

/s/ JEFFREY BLIZARD

March 21, 2025

Jeffrey Blizard

/s/ VINCE BURGESS

1 unchanged sentence

Vince Burgess

/s/ LISA COLLERAN

March 21, 2025

Lisa Colleran

/s/ FEDERICA O’BRIEN

1 unchanged sentence

Federica O’Brien

/s/ WILLIAM PLOVANIC

March 25, 2026

William Plovanic

/s/ BETTY JO ROCCHIO

March 25, 2026

Betty Jo Rocchio

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures