UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2020
TELA Bio, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 3841 | 45-5320061 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
|
1 Great Valley Parkway, Suite 24, Malvern, Pennsylvania |
19355 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (484) 320-2930
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||
| Common Stock, par value $0.001 per share | TELA | Nasdaq Global Market |
Securities registered pursuant to Section 12(g) of the Act:
None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
On June 30, 2020, TELA Bio, Inc. (the “Company”) announced that it closed its underwritten public offering (the “Offering”) of 3,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at the public offering price of $16.00 per share. All of the shares in the Offering were sold by the Company, resulting in $48.0 million of gross proceeds, before deducting the underwriters’ discounts and commissions and other estimated offering expenses payable by the Company. In addition, the Company has granted the underwriters a 30-day option to purchase up to 450,000 additional shares of Common Stock in the Offering.
The Company currently intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents and short-term investments, to hire additional sales and marketing personnel and expand marketing activities to support the ongoing commercialization of its OviTex and OviTex PRS product lines, to fund product development and research and development activities, which may include post-market clinical studies and IDE protocol development for its OviTex PRS products, and for working capital and general corporate purposes.
Jefferies LLC and Piper Sandler & Co. acted as joint book-running managers for the Offering. Canaccord Genuity LLC acted as lead manager and JMP Securities LLC acted as co-manager.
The Offering was made pursuant to the Company’s effective registration statement on Form S-1 (Registration No. 333-239386) filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2020 and declared effective by the SEC on June 25, 2020, and a final prospectus filed with the SEC on June 26, 2020.
On June 25, 2020, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release announcing the closing of the Offering is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is being furnished herewith:
|
Exhibit |
Document | |
| 99.1 | Press Release, dated June 25, 2020. | |
| 99.2 | Press Release, dated June 30, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TELA BIO, INC. | |||
| By: | /s/ Antony Koblish | ||
| Name: | Antony Koblish | ||
| Title: | President, Chief Executive Officer and Director | ||
Date: June 30, 2020
Exhibit 99.1
TELA Bio Announces Pricing of Public Offering of Common Stock
June 25, 2020
MALVERN, Pa., June 25, 2020 (GLOBE NEWSWIRE) -- TELA Bio, Inc. (“TELA”), a commercial-stage medical technology company focused on designing, developing and marketing a new category of tissue reinforcement materials to address unmet needs in soft tissue reconstruction, today announced the pricing of its underwritten public offering of 3,000,000 shares of its common stock at a public offering price of $16.00 per share for gross proceeds of $48.0 million, before underwriting discounts and commissions. In addition, TELA has granted the underwriters a 30-day option to purchase up to 450,000 additional shares of common stock in the offering. All shares of common stock are being offered by TELA. The offering is expected to close on June 30, 2020, subject to the satisfaction of customary closing conditions.
Jefferies LLC and Piper Sandler & Co. are acting as joint book-running managers for the offering. Canaccord Genuity LLC is acting as lead manager and JMP Securities LLC is acting as co-manager.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission (SEC) and was declared effective on June 25, 2020. This offering is being made only by means of a prospectus. When available, a copy of the final prospectus relating to the offering may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus, when available, may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at 1-877-547-6340 or by email at Prospectus_Department@Jefferies.com, and from Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, by email at prospectus@psc.com or by phone: 1-800-747-3924.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.
About TELA Bio, Inc.
TELA Bio, Inc. is a commercial-stage medical technology company focused on designing, developing and marketing a new category of tissue reinforcement materials to address unmet needs in soft tissue reconstruction. TELA’s products are designed to improve on shortcomings of existing biologics and minimize long-term exposure to permanent synthetic material. TELA's portfolio is supported by quality, data-driven science and extensive pre-clinical research that has consistently demonstrated advantages over other commercially available products.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Words such as "may,” "might,” "will,” "should,” "believe,” "expect,” "anticipate,” "estimate,” "continue,” "predict,” "forecast,” "project,” "plan,” "intend" or similar expressions, or statements regarding intent, belief, or current expectations are forward-looking statements and reflect the current beliefs of TELA's management. These forward-looking statements include, without limitation, references to TELA's expectations regarding the completion of the proposed public offering. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors that could cause actual results and events to differ materially and adversely from those indicated by such forward-looking statements including, among others: risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the public offering, and other risks and uncertainties related to the proposed public offering, as well as the risks and uncertainties set forth in the "Risk Factors" section and elsewhere in the preliminary prospectus related to the public offering filed with the Securities and Exchange Commission and in our other filings with the Securities and Exchange Commission and available at www.sec.gov, including in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Any forward-looking statements that we make in this announcement speak only as of the date of this press release, and TELA assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise after the date of this press release, except as required under applicable law.
TELA Bio Contact
Stuart Henderson
Vice President, Corporate
Development and Investor Relations
TELA Bio, Inc.
484-320-2930
Investor Contact
Greg Chodaczek
347-620-7010
ir@telabio.com
Exhibit 99.2
TELA Bio Announces Closing of Public Offering of Common Stock
June 30, 2020
MALVERN, Pa., June 30, 2020 (GLOBE NEWSWIRE) -- TELA Bio, Inc. (“TELA”), a commercial-stage medical technology company focused on designing, developing and marketing a new category of tissue reinforcement materials to address unmet needs in soft tissue reconstruction, today announced the closing of its underwritten public offering of 3,000,000 shares of its common stock at a public offering price of $16.00 per share, for gross proceeds of $48.0 million, before underwriting discounts and commissions. In addition, TELA has granted the underwriters a 30-day option to purchase up to 450,000 additional shares of common stock in the offering.
Jefferies LLC and Piper Sandler & Co. acted as joint book-running managers for the offering. Canaccord Genuity LLC acted as lead manager and JMP Securities LLC acted as co-manager.
A registration statement relating to these securities was filed with the Securities and Exchange Commission (SEC) and was declared effective on June 25, 2020. The offering was made by means of a prospectus, copies of which may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at 1-877-547-6340 or by email at Prospectus_Department@Jefferies.com, and from Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, by email at prospectus@psc.com or by phone: 1-800-747-3924.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.
About TELA Bio, Inc.
TELA Bio, Inc. is a commercial-stage medical technology company focused on designing, developing and marketing a new category of tissue reinforcement materials to address unmet needs in soft tissue reconstruction. TELA’s products are designed to improve on shortcomings of existing biologics and minimize long-term exposure to permanent synthetic material. TELA's portfolio is supported by quality, data-driven science and extensive pre-clinical research that has consistently demonstrated advantages over other commercially available products.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Words such as "may,” "might,” "will,” "should,” "believe,” "expect,” "anticipate,” "estimate,” "continue,” "predict,” "forecast,” "project,” "plan,” "intend" or similar expressions, or statements regarding intent, belief, or current expectations are forward-looking statements and reflect the current beliefs of TELA's management. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors that could cause actual results and events to differ materially and adversely from those indicated by such forward-looking statements including, among others, the risks and uncertainties set forth in the "Risk Factors" section and elsewhere in the prospectus related to the public offering filed with the Securities and Exchange Commission and in our other filings with the Securities and Exchange Commission and available at www.sec.gov, including in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Any forward-looking statements that we make in this announcement speak only as of the date of this press release, and TELA assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise after the date of this press release, except as required under applicable law.
TELA Bio Contact
Stuart Henderson
Vice President, Corporate
Development and Investor Relations
TELA Bio, Inc.
484-320-2930
Investor Contact
Greg Chodaczek
347-620-7010
ir@telabio.com