UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 18, 2023, TELA Bio, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Piper Sandler & Co. and Lake Street Capital Markets, LLC, as representatives of the several underwriters listed in Schedule A thereto (the “Underwriters”) pursuant to which the Company agreed to issue and sell 4,750,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to the Underwriters (the “Offering”). The public offering price of shares of Common Stock sold in the Offering is $9.50 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriters a 30-day option to purchase up to an additional 712,500 shares of Common Stock in the Offering. The Offering is expected to close on April 21, 2023, subject to the satisfaction of customary closing conditions.
The net proceeds to the Company from the Offering are expected to be approximately $42.1 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the proceeds from the Offering for general corporate purposes, including but not limited to sales and marketing, research and development activities, general and administrative matters, working capital and capital expenditures.
The Offering was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-251505), which was previously filed with the Securities and Exchange Commission and declared effective on December 29, 2020, as supplemented by a prospectus supplement, dated April 18, 2023.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Goodwin Procter LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Common Stock in the Offering, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
Document | |
| 1.1 | Underwriting Agreement, dated April 18, 2023, by and among TELA Bio, Inc. and Jefferies LLC, Piper Sandler & Co. and Lake Street Capital Markets, LLC. | |
| 5.1 | Opinion of Goodwin Procter LLP. | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 20, 2023