TELA Bio, Inc. (TELA) Earnings Call Transcript

Greetings, and welcome to the TELA Bio Inc. Virtual Special Meeting. [Operator Instructions]. Please note, this conference is being recorded. I will now turn the conference over to your host, Joe Capper, Chairman of the TELA Bio Board of Directors. Please go ahead. Thank you.

Good morning. I would like to officially call the meeting to order and welcome all of you to the 2026 Special Meeting of Stockholders of TELA Bio, Inc. I am Joe Capper, Director and Chairman of the Board of Directors of the company and I will be presiding at this meeting. We are holding this special meeting in an all virtual format. We believe this format enables maximum stockholder participation by offering our stockholders the same opportunities to participate as would be available at an in-person meeting. We appreciate your participation today. Before proceeding to the business of the meeting, we want to remind stockholders the purpose of this special meeting is to approve a reverse stock split in the event we need to raise the per share trading price of our common stock in the future. However, we are currently in compliance and have no need to execute a reverse split at this time. Now I would like to introduce the other members of the company who are present today. Heather Getz, Board Director and Chief Executive Officer; Megan Smeykal, Chief Accounting Officer and Controller; and Jennifer Armstrong, Corporate Secretary. We will conduct the business of our special meeting first and upon adjournment, members of the company will be available to answer questions. In accordance with the company's third amended and restated bylaws and the direction of the Board I hereby appoint Heather Getz to serve as the independent Inspector of Elections for this special meeting. The agenda for the meeting and the list of rules of conduct for the meeting are available online through the virtual meeting portal. To conduct an orderly meeting, we ask that you abide by these rules. As stated in the rules of conduct, stockholders who desire to ask a question or speak during the meeting must do so through the online portal. When you use the Ask a Question button on the virtual meeting portal, please identify yourself, your status as a stockholder or representative of a stockholder and state your point or ask your question. As stated in the rules of conduct, we ask that you restrict your questions to the item on the agenda that is before us. Thank you for your cooperation with these rules. This meeting is held pursuant to the notice of special meeting stockholders furnished to our stockholders on or about September 14, 2026. All stockholders of record at the close of business on September 8, 2026, are entitled to vote at this special meeting. A list of holders of common stock entitled to vote at this meeting is available online through the virtual meeting portal. You may vote online by using the Vote My Shares button on the left side of the virtual meeting platform. Please note that all shares -- all votes submitted electronically must be received by the close of polls at the end of the meeting. All documents concerning the special meeting, along with notice of this meeting, are available through the virtual meeting portal and will be filed with the records of the meeting. The Inspector of Election has examined the proxies received and reports that holders of a majority in voting power of all outstanding shares of common stock entitled to vote at the meeting are present or represented by proxy. Therefore, I declare a quorum present. On behalf of the Board of Directors, I would like to express my appreciation to all stockholders who returned their proxies. Since September 8, 2026, was fixed by the Board of Directors as the record date for the purpose of determining the stockholders entitled to vote at this meeting, only stockholders whose names appeared on the certified list of stockholders as of that date are entitled to vote at the meeting. According to the certified list of stockholders, there are 45,143,410 shares of common stock outstanding and each stockholder is entitled to vote per share, 1 vote per share. The first matter to be acted upon by the stockholders is Proposal 1, the approval of an amendment to our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares by a ratio of not less than 1 for 5 and not more than 1 for 15, with the exact ratio to be set within this range by the Board in its sole discretion. Proposal 2 is for the approval of an adjournment to the special meeting to the extent there are insufficient votes at the meeting to approve Proposal 1. The online voting system will remain open for another minute. If you previously voted by proxy, you do not need to vote today unless you would like to change your vote. We now have all the votes and proxies. I hereby declare the polls closed. The Inspector of Elections will count the votes. The preliminary report of the inspector of elections reflects that a majority of the eligible Votes cast have been voted. For the approval of an amendment to our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares by a ratio of not less than 1 for 5 and not more than 1 for 15, with the exact ratio to be set within this range by the Board in its sole discretion. As Proposal 1 has been approved by the requisite vote of the stockholders we do not need to act upon proposal 2. Thank you for your support. We will report the final results of this meeting in an upcoming current report on Form 8-K. Thank you for attending today's meeting. The meeting is adjourned. We will now have a brief question-and-answer period.

Operator, are we showing any questions in the queue?

[Operator Instructions]

Okay. It looks like we have no questions today. Since there's no relevant questions, I would like to thank everyone for joining us today at TELA Bio's 2026 Special Meeting of Stockholders. Enjoy the rest of your day. Thank you. Operator, that concludes our call. Thank you.

This concludes today's conference. You may disconnect at this time. Thank you for your participation.