tm2532716-4_424b3 - none

424B3 1 tm2532716-4_424b3.htm 424B3 tm2532716-4_424b3 - none - 2.7914276s

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-292090

PROSPECTUS

Up to 2,000,000 Shares of Common Stock

This prospectus relates to the resale by the selling stockholder named herein, or its pledgees, donees, transferees or other successors in interest, from time to time, of up to 2,000,000 shares, or the Shares, of our common stock, par value $0.001 per share, or common stock, issuable upon exercise of a warrant, or the Warrant, issued to Perceptive Credit Holdings V, LP, or Perceptive, in connection with that certain Credit Agreement and Guaranty, or the Credit Agreement, dated as of November 13, 2025, by and between us and certain of our subsidiaries and Perceptive, as lender and administrative and collateral agent. We are registering the shares on behalf of the selling stockholder, to be offered and sold from time to time, to satisfy certain registration rights that we have granted to the selling stockholder. We will not receive any of the proceeds from the sale of the Shares by the selling stockholder.

The selling stockholder may resell or dispose of the Shares, or interests therein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other means described in the section of this prospectus entitled “Plan of Distribution.” The selling stockholder will bear its own commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein, held by such selling stockholder. We will bear all costs, expenses and fees in connection with the registration of the Shares. To the extent the Warrant is exercised on a cash basis, if at all, we will receive proceeds from the exercise of the Warrant. We cannot predict when or in what amounts the selling stockholder may sell any of the Shares offered by this prospectus.

Our common stock is listed on the Nasdaq Global Market, or Nasdaq, under the symbol “TELA.” On December 11, 2025, the last reported sale price of our common stock on Nasdaq was $1.13 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 8 OF THIS PROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 18, 2025.

	ABOUT THIS PROSPECTUS					1
	PROSPECTUS SUMMARY					3
	THE OFFERING					7
	RISK FACTORS					8
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					9
	USE OF PROCEEDS					11
	DESCRIPTION OF CAPITAL STOCK					12
	SELLING STOCKHOLDER					15
	PLAN OF DISTRIBUTION					17
	LEGAL MATTERS					20
	EXPERTS					21
	WHERE YOU CAN FIND MORE INFORMATION					22
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					22

SEC Form 424B3 filed by TELA Bio Inc.