TELA Bio, Inc. filed a Form S-3 shelf registration statement with the SEC on November 10, 2026, seeking to offer up to $150,000,000 in aggregate of common stock, preferred stock, debt securities, warrants, units, and subscription rights from time to time.

Key Highlights

  • Shelf offering size: The company registered up to $150,000,000 in aggregate securities across multiple classes, including common stock, preferred stock, debt securities, warrants, units, and subscription rights.
  • Replacement filing: This S-3 is filed pursuant to Rule 415(a)(6) to replace the expiring registration statement (File No. 333-275511), originally filed November 13, 2023, which is due to expire on November 20, 2026.
  • Unsold securities carried over: The company is registering $90,942,963.70 of unsold securities previously covered under the expiring registration statement.
  • Public float: As of November 9, 2026, the aggregate market value of common stock held by non-affiliates was approximately $51.9 million, based on 36,794,845 shares at $1.41 per share (the closing price on September 22, 2026).
  • Baby Shelf Limitation applies: Because the public float is below $75.0 million, the company stated it may not sell securities in a public primary offering exceeding more than one-third of its public float in any 12-month period.
  • Last reported share price: On November 9, 2026, the last reported sale price of the company's common stock on NASDAQ:TELA was $0.8646 per share.
  • No prior sales under Baby Shelf: According to the filing, during the 12 calendar months prior to and including the date of the prospectus, the company did not sell any securities pursuant to General Instruction I.B.6 of Form S-3.

TELA Bio's Replacement Shelf Registration: Structure and Limitations

TELA Bio, Inc. (NASDAQ:TELA), based in Malvern, Pennsylvania, filed this Form S-3 registration statement on November 10, 2026, as a direct replacement for its prior shelf registration (File No. 333-275511), which the filing states is due to expire on November 20, 2026. The new registration is being made pursuant to Rule 415(a)(6) under the Securities Act of 1933. According to the filing, upon effectiveness of the new registration statement, the prior registration statement will be deemed terminated.

The prospectus states that the company may offer up to $150,000,000 in the aggregate of any combination of common stock, preferred stock, debt securities, warrants, units, and subscription rights, in one or more offerings from time to time. It further discloses that $90,942,963.70 of that total represents unsold securities carried over from the expiring registration statement. The filing notes that securities may be offered through underwriters, dealers, agents, or directly to purchasers, with specific terms to be provided in a prospectus supplement for each offering.

A key constraint noted in the filing is the so-called "Baby Shelf Limitation." Because the company's public float, calculated at approximately $51.9 million based on 36,794,845 non-affiliate shares at $1.41 per share as of September 22, 2026, remains below $75.0 million, General Instruction I.B.6 of Form S-3 limits any public primary offering under this registration to no more than one-third of that public float in any 12-month period. The company identified Heather Getz as Chief Executive Officer and agent for service in the filing. Goodwin Procter LLP is listed as legal counsel.

What Was Disclosed

TELA Bio filed an S-3 shelf registration statement on November 10, 2026, registering up to $150,000,000 in mixed securities to replace an expiring 2023 shelf registration, with $90,942,963.70 representing previously unsold securities carried forward under Rule 415(a)(6).