|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
3841
(Primary Standard Industrial Classification Code Number) |
| |
45-5320061
(I.R.S. Employer Identification Number) |
|
|
Rachael M. Bushey
Jennifer Porter Pepper Hamilton LLP 3000 Two Logan Square Philadelphia, Pennsylvania 19103 (215) 981-4331 |
| |
Marc D. Jaffe
Nathan Ajiashvili Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200 |
|
| Large Accelerated Filer ☐ | | | Accelerated Filer ☐ | | | Non-Accelerated Filer ☒ | | |
Smaller Reporting Company ☒
Emerging Growth Company ☒
|
|
Title of Each Class of Securities to be Registered |
| |
Amount
to be Registered(1) |
| |
Proposed
Maximum Offering Price Per Share(2) |
| |
Proposed
Maximum Aggregate Offering Price(1)(2) |
| |
Amount of
Registration Fee |
| |||||||||
Common stock, $0.001 par value per share
|
| | | | | | $ | | | | | | $ | | | | | | $ | | | |
|
| | | | | 1 | | | |
| | | | | 15 | | | |
| | | | | 17 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 23 | | | |
| MANAGEMENT | | | | | 25 | | |
| | | | | 28 | | | |
| | | | | 30 | | | |
| | | | | 33 | | | |
| | | | | 37 | | | |
| | | | | 45 | | | |
| | | | | 45 | | | |
| | | | | 45 | | | |
| | | | | 45 | | |
| | |
Year ended December 31,
|
| |
Three months ended March 31,
|
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| | |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||
Statement of Operations: | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 15,446 | | | | | $ | 8,274 | | | | | $ | 3,726 | | | | | $ | 3,306 | | |
Cost of revenue (excluding amortization of intangible assets)
|
| | | | 5,870 | | | | | | 4,547 | | | | | | 1,450 | | | | | | 1,432 | | |
Amortization of intangible assets
|
| | | | 304 | | | | | | 785 | | | | | | 76 | | | | | | 76 | | |
Gross profit
|
| | | | 9,272 | | | | | | 2,942 | | | | | | 2,200 | | | | | | 1,798 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales and marketing
|
| | | | 18,060 | | | | | | 13,646 | | | | | | 5,269 | | | | | | 3,995 | | |
General and administrative
|
| | | | 6,223 | | | | | | 4,899 | | | | | | 2,518 | | | | | | 1,324 | | |
Research and development
|
| | | | 4,151 | | | | | | 4,339 | | | | | | 912 | | | | | | 1,659 | | |
Gain on litigation settlement
|
| | | | — | | | | | | (2,160) | | | | | | — | | | | | | — | | |
Total operating expenses
|
| | | | 28,434 | | | | | | 20,724 | | | | | | 8,699 | | | | | | 6,978 | | |
Loss from operations
|
| | | | (19,162) | | | | | | (17,782) | | | | | | (6,499) | | | | | | (5,180) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (3,609) | | | | | | (1,802) | | | | | | (879) | | | | | | (912) | | |
Loss on extinguishment of debt
|
| | | | — | | | | | | (1,822) | | | | | | — | | | | | | — | | |
Change in fair value of preferred stock warrant liability
|
| | | | (5) | | | | | | 244 | | | | | | — | | | | | | 36 | | |
Other income
|
| | | | 351 | | | | | | 70 | | | | | | 158 | | | | | | 90 | | |
Total other (expense) income
|
| | | | (3,263) | | | | | | (3,310) | | | | | | (721) | | | | | | (786) | | |
Net loss
|
| | | | (22,425) | | | | | | (21,092) | | | | | | (7,220) | | | | | | (5,966) | | |
Accretion of redeemable convertible preferred stock to redemption value
|
| | | | (7,783) | | | | | | (8,823) | | | | | | — | | | | | | (2,025) | | |
Net loss attributable to common stockholders
|
| | | $ | (30,208) | | | | | $ | (29,915) | | | | | $ | (7,220) | | | | | $ | (7,991) | | |
Net loss per common share, basic and
diluted(1) |
| | | $ | (17.10) | | | | | $ | (101.41) | | | | | $ | (0.63) | | | | | $ | (27.00) | | |
Weighted average common shares outstanding, basic and diluted(1)
|
| | | | 1,766,412 | | | | | | 294,988 | | | | | | 11,406,783 | | | | | | 295,992 | | |
|
| | |
As of March 31, 2020
|
| | |||||||||||
| | |
Actual
|
| |
As
Adjusted(2) |
| | ||||||||
| | |
(in thousands)
|
| | | | |||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | ||
Cash, cash equivalents and short-term investments
|
| | | $ | 46,700 | | | | | $ | | | | |||
Working capital(1)
|
| | | | 51,081 | | | | | | | | | | ||
Total assets
|
| | | | 58,841 | | | | | | | | | | ||
Long-term debt with related party
|
| | | | 30,381 | | | | | | | | | | ||
Total stockholders’ equity
|
| | | | 24,227 | | | | | | | | | |
| | |
As of March 31, 2020
|
| |||||||||
(in thousands, except share and per share data)
|
| |
Actual
|
| |
As Adjusted
|
| ||||||
| | |
(Unaudited)
|
| |||||||||
Cash, cash equivalents and short-term investments
|
| | | $ | 46,700 | | | | | $ | | | |
Long-term debt with related party
|
| | | $ | 30,381 | | | | | $ | | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.001 par value; 10,000,000 shares authorized and no shares issued or outstanding, actual and as adjusted
|
| | | | — | | | | | | | | |
Common stock, $0.001 par value; 200,000,000 shares authorized, actual and
as adjusted; 11,407,998 shares issued and 11,407,600 shares outstanding, actual; shares issued and shares outstanding, as adjusted |
| | | | 11 | | | | | | | | |
Additional paid-in capital
|
| | | | 199,287 | | | | | | | | |
Accumulated other comprehensive income
|
| | | | 8 | | | | | | | | |
Accumulated deficit
|
| | | | (175,079) | | | | | | | | |
Total stockholders’ equity
|
| | | | 24,227 | | | | | | | | |
Total capitalization
|
| | | $ | 54,608 | | | | | $ | | | |
|
|
Assumed public offering price per share
|
| | | | | | | | | $ | | | |
|
Historical net tangible book value per share as of March 31, 2020
|
| | | $ | 1.88 | | | | | | | | |
|
Increase in net tangible book value per share attributable to new investors participating in
this offering |
| | | | | | | | | | | | |
|
As adjusted net tangible book value per share after this offering
|
| | | | | | | | | | | | |
|
Dilution per share to new investors participating in this offering
|
| | | | | | | | | $ | | | |
|
Name
|
| |
Position
|
| |
Class and Term
|
| |
Age
|
| |||
Antony Koblish
|
| |
President, Chief Executive Officer, Director
|
| | Class II – 2021 | | | | | 54 | | |
Lisa Colleran
|
| | Director | | | Class I – 2023 | | | | | 62 | | |
Doug Evans
|
| | Director | | | Class I – 2023 | | | | | 55 | | |
Kurt Azarbarzin
|
| | Director | | | Class II – 2021 | | | | | 58 | | |
Adele Oliva
|
| | Director | | | Class II – 2021 | | | | | 54 | | |
Vince Burgess
|
| | Director | | | Class III – 2022 | | | | | 55 | | |
Federica O’Brien
|
| | Director | | | Class III – 2022 | | | | | 62 | | |
Nora Brennan
|
| | Chief Financial Officer | | | — | | | | | 51 | | |
Maarten Persenaire, MD
|
| | Chief Medical Officer | | | — | | | | | 63 | | |
E. Skott Greenhalgh, PhD
|
| | Chief Technology Officer | | | — | | | | | 52 | | |
Peter Murphy
|
| | Chief Commercial Officer | | | — | | | | | 48 | | |
| | |
Shares Beneficially Owned
|
| ||||||||||||
Name of Beneficial Owner
|
| |
Number of
Shares |
| |
Percentage Before
this Offering |
| |
Percentage After
this Offering |
| ||||||
5% or Greater Stockholders | | | | | | | | | | | | | | | | |
Quaker BioVentures II, L.P.(1)
|
| | | | 1,769,196 | | | | | | 15.5% | | | | | |
RTW Investments, LP(2)
|
| | | | 1,139,358 | | | | | | 10.0% | | | | | |
EW Healthcare Partners 2-UGP, LLC(3)
|
| | | | 769,231 | | | | | | 6.7% | | | | | |
Orbimed Private Investments IV, LP(4)
|
| | | | 3,058,267 | | | | | | 26.8% | | | | | |
Signet Healthcare Partners Accredited Partnership III, LP(5)
|
| | | | 618,609 | | | | | | 5.4% | | | | | |
Pacira BioSciences, Inc.(6)
|
| | | | 774,056 | | | | | | 6.8% | | | | | |
Named Executive Officers and Directors | | | | | | | | | | | | | | | | |
Antony Koblish(7)
|
| | | | 287,657 | | | | | | 2.5% | | | | | |
Maarten Persenaire, MD(8)
|
| | | | 96,196 | | | | | | * | | | | | |
E. Skott Greenhalgh, PhD(9)
|
| | | | 48,697 | | | | | | * | | | | | |
Kurt Azarbarzin(10)
|
| | | | 10,282 | | | | | | * | | | | | |
Federica O’Brien(11)
|
| | | | 1,999 | | | | | | * | | | | | |
Adele Oliva(12)
|
| | | | 1,770,528 | | | | | | 15.5% | | | | | |
Vince Burgess(13)
|
| | | | 19,064 | | | | | | * | | | | | |
Lisa Colleran(14)
|
| | | | 666 | | | | | | * | | | | | |
Doug Evans(15)
|
| | | | 666 | | | | | | * | | | | | |
All executive officers and directors as a group (11 persons)
|
| | | | 2,253,369 | | | | | | 19.3% | | | | | |
Underwriter
|
| |
Number of Shares
|
| |||
Jefferies LLC
|
| | | | | | |
Piper Sandler & Co.
|
| | | | | | |
Canaccord Genuity LLC
|
| | | | | | |
JMP Securities LLC
|
| | | | | | |
Total
|
| | | | | | |
|
| | |
Per Share
|
| |
Total
|
| ||||||||||||||||||
| | |
Without Option
to Purchase Additional Shares |
| |
With Option
to Purchase Additional Shares |
| |
Without Option
to Purchase Additional Shares |
| |
With Option
to Purchase Additional Shares |
| ||||||||||||
Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Underwriting discounts and commissions paid by us
|
| | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Proceeds to us, before expenses
|
| | | $ | | | | | $ | | | | | $ | | | | | $ | | | |
| | |
Amount to
be Paid |
| |||
SEC registration fee
|
| | | $ | * | | |
FINRA filing fee
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Transfer agent and registrar fees and expenses
|
| | | | * | | |
Miscellaneous expenses
|
| | | | * | | |
Total
|
| | | $ | * | | |
|
| 1.1* | | | Form of Underwriting Agreement | |
| 3.1 | | | 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) | |
| 3.2 | | | Second Amended and Restated Bylaws (incorporated by reference to exhibit 3.2 of the Company’s Current Report on Form 8-K filed on November 19, 2019) | |
| 4.1 | | | Specimen Common Stock Certificate of the Company (incorporated by reference to exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 4.2 | | | Amended and Restated Investors’ Rights Agreement (incorporated by reference to exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 4.3 | | | First Amendment and Joinder to Amended and Restated Investors’ Rights Agreement (incorporated by reference to exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 5.1* | | | Opinion of Pepper Hamilton LLP | |
| 10.1 | | | 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. 333-234217), dated November 7, 2019) | |
| 10.2 | | | TELA Bio, Inc. 2012 Stock Incentive Plan (incorporated by reference to exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.3 | | | Amendment to the TELA Bio, Inc. 2012 Stock Incentive Plan (incorporated by reference to exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.4 | | | Second Amendment to the TELA Bio, Inc. 2012 Stock Incentive Plan (incorporated by reference to exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.5 | | | Third Amendment to the TELA Bio, Inc. 2012 Stock Incentive Plan (incorporated by reference to exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.6 | | | Fourth Amendment to the TELA Bio, Inc. 2012 Stock Incentive Plan (incorporated by reference to exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.7 | | | Fifth Amendment to the TELA Bio, Inc. 2012 Stock Incentive Plan (incorporated by reference to exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.8 | | | Form of Incentive Stock Option Agreement pursuant to the 2012 Stock Incentive Plan (incorporated by reference to exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.9 | | | Form of Nonstatutory Stock Option Agreement pursuant to 2012 Stock Incentive Plan (incorporated by reference to exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.10 | | | TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39130), dated June 4, 2020) | |
| 10.11 | | | Form of TELA Bio, Inc. 2019 Equity Incentive Plan Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.12 | | | TELA Bio, Inc. 2019 Employee Stock Purchase Plan (incorporated by reference to exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.13 | | | TELA Bio, Inc. Non-Employee Director Compensation Policy (incorporated by reference to exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.14 | | | 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) | |
| 10.15 | | | Amended and Restated Employment Agreement, dated October 25, 2019, by and between the Company and Maarten Persenaire, M.D. (incorporated by reference to exhibit 10.19 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.16 | | | Amended and Restated Employment Agreement, dated October 25, 2019, by and between the Company and Skott Greenhalgh (incorporated by reference to exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.17 | | | Amended and Restated Employment Agreement, dated October 25, 2019, by and between the Company and Nora Brennan (incorporated by reference to exhibit 10.31 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.18 | | | Credit Agreement, dated November 16, 2018, by and between the Company and OrbiMed Royalty Opportunities II, LP (incorporated by reference to exhibit 10.22 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.19# | | | Second Amended and Restated License, Product Development and Supply Umbrella Agreement, dated July 16, 2015, by and between the Company and Aroa Biosurgery Ltd. (incorporated by reference to exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.20# | | | Amendment to Second Amended and Restated License, Product Development and Supply Umbrella Agreement, dated November 26, 2015, by and between the Company and Aroa Biosurgery Ltd. (incorporated by reference to exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.21# | | | Amendment to Second Amended and Restated License, Product Development and Supply Umbrella Agreement, dated January 3, 2019, by and between the Company and Aroa Biosurgery Ltd. (incorporated by reference to exhibit 10.25 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.22# | | | Addendum to the Second Amended and Restated License, Product Development and Supply Umbrella Agreement, dated August 27, 2019, by and between the Company and Aroa Biosurgery Ltd. (incorporated by reference to exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on March 30, 2020) | |
| 10.23# | | | Addendum to the Second Amended and Restated License, Product Development and Supply Agreement, dated February 15, 2020, by and between the Company and Aroa Biosurgery Limited (incorporated by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2020) | |
| 10.24 | | | Lease between the Company and Liberty Property Limited Partnership, dated January 31, 2013 (incorporated by reference to exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.25 | | | First Amendment to Lease between the Company and Liberty Property Partnership, dated June 19, 2014 (incorporated by reference to exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.26 | | | Second Amendment to Lease between the Company and WPT Land 2 LP (as successor in interest to Liberty Property Limited Partnership), dated January 17, 2018 (incorporated by reference to exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 10.27 | | | 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 Annual Report on Form 10-K filed on March 30, 2020) | |
| 21.1 | | | Subsidiaries of the Registrant (incorporated by reference to exhibit 21.1 to the Company’s Registration Statement on Form S-1 (File No. 333-234217), dated November 7, 2019) | |
| 23.1* | | | Consent of KPMG LLP | |
| 23.2* | | | Consent of Pepper Hamilton LLP (included in Exhibit 5.1) | |
| 24.1* | | | Power of Attorney (included on signature page to this Registration Statement on Form S-1) | |
| | | | | |
|
Name
|
| |
Title
|
| |
Date
|
|
|
Antony Koblish
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
, 2020
|
|
|
Nora Brennan
|
| |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
| |
, 2020
|
|
|
Doug Evans
|
| |
Chairman, Board of Directors
|
| |
, 2020
|
|
|
Kurt Azarbarzin
|
| |
Director
|
| |
, 2020
|
|
|
Vince Burgess
|
| |
Director
|
| |
, 2020
|
|
|
Name
|
| |
Title
|
| |
Date
|
|
|
Lisa Colleran
|
| |
Director
|
| |
, 2020
|
|
|
Antony Koblish
|
| |
Director
|
| |
, 2020
|
|
|
Federica O’Brien
|
| |
Director
|
| |
, 2020
|
|
|
Adele Oliva
|
| |
Director
|
| |
, 2020
|
|