Tela Bio Inc

The proposal asks shareholders to authorize an amendment to the Company’s Certificate of Incorporation permitting the Board to combine outstanding shares into a lesser number by effecting a reverse stock split at a ratio between one-for-five and one-for-fifteen, with the Board retaining sole discretion as to the exact ratio, timing (within one year) and whether to abandon the split. Management seeks this authority principally to support a Nasdaq compliance strategy after receiving a deficiency notice for failing to meet the $1.00 minimum bid price and to reduce the risk of delisting, thereby preserving access to the Nasdaq market and potentially improving liquidity and investor interest. The Board frames the split as a flexible tool to raise the per-share trading price, broaden the investor base (by making the stock more acceptable to brokers and institutional investors), and potentially facilitate financing opportunities, while reserving the right to abandon the split if market conditions or other considerations warrant. Notably, the Board also warns of significant uncertainties: there is no assurance the split will yield a lasting increase in share price, it could adversely affect liquidity by reducing the number of outstanding shares, and it increases the ratio of authorized but unissued shares, which could enable dilutive issuances without further shareholder approval and have anti-takeover effects. The split’s success is contingent on factors beyond management’s control — company performance, market conditions, and Nasdaq’s discretionary determinations — and Nasdaq rules could still subject the Company to delisting if the post-split price does not meet continued compliance thresholds. From a governance perspective, granting the Board the unilateral ability to set the exact ratio within a wide range concentrates significant implementation authority with management, which could be appropriate for timely regulatory compliance but also raises agency concerns about timing and dilution. The Board recommends a FOR vote, positioning the proposal as a necessary, flexible measure to preserve the listing and pursue financing options, but shareholders should weigh the potential listing-preservation benefits against execution risk, possible dilution, and adverse liquidity or market perception effects.

This proposal seeks shareholder approval to adjourn the Special Meeting — potentially for successive periods — if there are insufficient votes to approve Proposal 1, allowing the Company to solicit additional proxies and attempt to obtain the necessary majority to authorize the reverse stock split. This is a routine but operationally important procedural measure: it grants management discretion to pause and resume the meeting to extend outreach and proxy solicitation efforts without reopening the substantive vote on Proposal 1 at the adjourned session. From a governance standpoint, approval reduces the risk that logistical timing prevents the Company from securing requisite shareholder approval to support its Nasdaq compliance strategy, but it also allows management to continue soliciting votes after a formal meeting date, which can affect shareholder campaigning dynamics. If approved, the adjournment could be used strategically to canvass large holders or negotiate support, and the provision for successive adjournments gives flexibility but also extends the period of investor uncertainty. The Board recommends FOR because without the ability to adjourn and solicit further proxies, the Company may be unable to obtain approval of the Reverse Stock Split and thereby face heightened delisting risk. Shareholders should consider that this proposal does not itself change corporate rights or economics, but it materially affects the Company’s ability to obtain shareholder authorization for Proposal 1.