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 TELA Bio, Inc.

 1 Great Valley Parkway, Suite 24

 Malvern, Pennsylvania 19355

 December 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549-7553

 Re: TELA Bio, Inc.

 Registration Statement on Form S-3
Filed December 12, 2025 (File No. 333-292090)

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, TELA Bio, Inc. (the " Company ") hereby requests that the effective
date of the Company's Registration Statement on Form S-3 (File No. 333-292090) (the " Registration Statement ")
be accelerated so that the Company's Registration Statement will become effective at 4:01 P.M., Eastern Time, on December 18,
2025, or as soon thereafter as is practicable.

 Please contact Justin S. Platt, Esq. of Goodwin Procter LLP, counsel to the Company, at (212) 459-7340 to provide notice of effectiveness, or if you have
any questions or comments concerning this request.

 [ Remainder of the page intentionally left
blank ]

 Very truly yours,

 TELA BIO, INC.

 By:
 /s/
Antony Koblish

 Name:
 Antony Koblish

 Title:
 Chief Executive Officer

United States securities and exchange commission logo
November 16, 2023
Antony Koblish
President and Chief Executive Officer
TELA Bio, Inc.
1 Great Valley Parkway, Suite 24
Malvern, Pennsylvania 19355
Re:TELA Bio, Inc.
Registration Statement on Form S-3
Filed November 13, 2023
File No. 333-275511
Dear Antony Koblish:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Justin S. Platt, Esq.

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TELA
Bio, Inc.

1 Great Valley Parkway, Suite 24

Malvern, Pennsylvania 19355

November 16, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TELA Bio, Inc.

Registration Statement on Form S-3

SEC File No. 333-275511

Filed November 13, 2023

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, TELA Bio, Inc. (the “Company”) hereby requests that the effective date
of the Company’s Registration Statement on Form S-3 (File No. 333-275511) (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 4:05 PM, eastern time, on November 20,
2023, or as soon thereafter as is practicable.

Please feel free to direct any
questions or comments concerning this request to Justin S. Platt, Esq. of Goodwin Procter LLP at (212) 459-7340.

    Sincerely,

    TELA BIO, Inc.

    By:
    /s/ Antony Koblish

    Name: Antony Koblish

    Title: President and Chief Executive Officer

Cc: Justin S. Platt, Goodwin Procter LLP

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TELA
Bio, Inc.

1 Great Valley Parkway, Suite 24

Malvern, Pennsylvania 19355

December 28, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street NE

Washington, D.C. 20549

     Re:

    TELA Bio, Inc.

    Registration Statement on Form S-3

    SEC File No. 333-251505

    Filed December 18, 2020

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, TELA Bio, Inc. (the “Company”) hereby requests that the effective
date of the Company’s Registration Statement on Form S-3 (File No. 333-251505) (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 4:00 PM, eastern time, on December 29,
2020, or as soon thereafter as is practicable.

Please feel free to direct
any questions or comments concerning this request to Rachael Bushey, Esq. of Troutman Pepper Hamilton Sanders LLP at (215) 981-4331.

    TELA BIO, Inc.

    By:
    /s/ Antony Koblish

    Name: Antony Koblish

    Title: President and Chief Executive Officer

Cc: Rachael Bushey, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
December 23, 2020
Nora Brennan
Chief Financial Officer
TELA Bio, Inc.
1 Great Valley Parkway, Suite 24
Malvern, Pennsylvania 19355
Re:TELA Bio, Inc.
Registration Statement on Form S-3
Filed December 18, 2020
File No. 333-251505
Dear Ms. Brennan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael Bushey

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June 23, 2020

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
TELA Bio, Inc.

Registration Statement on Form S-1 (as amended)
(SEC File No. 333-239386)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement,
and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the
request of TELA Bio, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared
effective at 4:00 p.m., New York City time, on June 25, 2020, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Act, please be advised that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue
to comply, and that they have been informed by the participating underwriters and dealers that they have complied and will continue
to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

Jefferies LLC

Piper Sandler & Co.

As Representatives of the several underwriters

[SIGNATURE PAGES FOLLOW]

    JEFFERIES LLC

    By:
    /s/ Michael Robinson

    Name: Michael Robinson

    Title: Global Head of Medical Devices

    PIPER SANDLER & CO.

    By:
    /s/ Chad Huber

    Name: Chad Huber

    Title: Managing Director

As representatives of the several underwriters.

cc: Nathan Ajiashvili, Partner, Latham & Watkins LLP

[Signature
Page to Acceleration Request Letter]

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TELA Bio, Inc.

1 Great Valley Parkway, Suite 24

Malvern, Pennsylvania 19355

June 23, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street NE

Washington, D.C. 20549

Attn: Jason L. Drory

    Re:
    TELA Bio, Inc.

    Registration Statement on Form S-1

    SEC File No. 333-239386

    Filed June 23, 2020

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, TELA Bio, Inc. (the “Company”) hereby requests that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-239386) (the “Registration Statement”) be accelerated so that the
Company’s Registration Statement will become effective at 4:00 PM, eastern time, on June 25, 2020, or as soon thereafter
as is practicable.

Please feel free to direct any questions or
comments concerning this request to Rachael Bushey, Esq. of Pepper Hamilton LLP at (215) 981-4331.

The Company understands that the staff of
the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    TELA BIO, Inc.

    By:
    /s/ Antony Koblish

    Name: Antony Koblish

    Title: President and Chief Executive Officer

Cc: Rachael Bushey, Pepper Hamilton LLP

United States securities and exchange commission logo
June 18, 2020
Antony Koblish
President and Chief Executive Officer
TELA Bio, Inc.
1 Great Valley Parkway, Suite 24
Malvern, Pennsylvania 19355
Re:TELA Bio, Inc.
Draft Registration Statement on Form S-1
Submitted June 15, 2020
CIK No. 0001561921
Dear Mr. Koblish:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael Bushey

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November 5, 2019

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

TELA Bio, Inc.

Registration Statement on Form S-1 (as   amended) (SEC File No. 333-234217)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of TELA Bio, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., New York City time, on November 7, 2019, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 622 copies of the Preliminary Prospectus dated October 29, 2019 through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.

Very truly yours,

Jefferies LLC

Piper Jaffray & Co.

As Representatives of the several underwriters

[SIGNATURE PAGES FOLLOW]

JEFFERIES LLC

By:

/s/ Michael Robinson

Name:

Michael Robinson

Title:

Managing Director

PIPER   JAFFRAY & CO.

By:

/s/ Neil A Riley

Name:

Neil   A Riley

Title:

Managing Director,   Equity Capital Markets Head of Syndicate

As representatives of the several underwriters.

cc: Nathan Ajiashvili, Partner, Latham & Watkins LLP

[Signature Page to Acceleration Request Letter]

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3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA  19103-2799

215.981.4000

Fax 215.981.4750

November 5,   2019

VIA EDGAR AND OVERNIGHT MAIL

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C.  20549

Attention:  Tara Harkins, Lynn Dicker, Thomas

Jones and Geoff Kruczek

Re:

TELA Bio, Inc.

Amendment No. 1 to   Registration Statement on Form S-1

Filed October 29, 2019

File No. 333-234217

Ladies and Gentlemen:

We are submitting this letter on behalf of our client TELA Bio, Inc. (the “Company”), in response to the written comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter, dated November 1, 2019 (the “Comment Letter”) in connection with the Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”), filed with the SEC on October 29, 2019. The Company is concurrently filing an Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”).

For your convenience, our response is set forth below, with the heading and numbered item of this letter corresponding to the heading and numbered item contained in the Comment Letter. The comment from the Comment Letter is restated in bold and italics prior to the Company’s response. Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the Registration Statement. Page references in the text of this response letter correspond to the page numbers of the Registration Statement.

Amendment No. 1 to Registration Statement on Form S-1 filed October 29, 2019

Our fourth amended and restated certificate of incorporation . . ., page 57

1.                                      We note the disclosure here that the provision cited in this risk factor does not apply to actions arising under the Securities Act or Exchange Act; however, the articles of incorporation and bylaws filed with this amendment do not include a similar statement. As such, if true, please amend your articles and bylaws to state that this provision does not apply to actions arising under the Securities Act or Exchange Act. Alternatively, please tell us how you intend to make investors aware of the provision’s limited applicability. For example, will you include disclosure in your future Exchange Act reports?

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised its Form of Fourth Amended and Restated Certificate of Incorporation in Exhibit 3.3 to the Registration Statement and its Form of Second Amended and Restated Bylaws in Exhibit 3.5 to the Registration Statement to clearly state that the exclusive forum provisions included thereto do not apply to actions arising under the Securities Act or Exchange Act. The Company is refiling the revised Exhibit 3.3 and Exhibit 3.5 together with Amendment No. 2.

We thank you for your prompt attention to this letter responding to the Staff’s Comment Letter and look forward to hearing from you at your earliest convenience. Please direct any questions concerning this filing to the undersigned at 215.981.4331.

Sincerely,

/s/ Rachael M. Bushey

Rachael M. Bushey

cc:

Via E-mail

Antony Koblish, Chief   Executive Officer, TELA Bio, Inc.

Nora Brennan, Chief   Financial Officer, TELA Bio, Inc.

Jennifer Porter, Pepper   Hamilton LLP

Marc D. Jaffe,   Latham & Watkins LLP

Nathan Ajiashvili,   Latham & Watkins LLP

2

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TELA Bio, Inc.
  1 Great Valley Parkway, Suite 24
  Malvern, Pennsylvania 19355

November 5, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street NE

Washington, D.C. 20549

Attn: Tara Harkins, Lynn Dicker, Thomas Jones and Geoff Kruczek

Re:          TELA Bio, Inc.
 Registration Statement on Form S-1
 SEC File No. 333-234217
 Filed October 29, 2019

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, TELA Bio, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-234217) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 PM, eastern time, on November 7, 2019, or as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning this request to Rachael Bushey, Esq. of Pepper Hamilton LLP at (215) 981-4331.

The Company understands that the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

TELA   BIO, INC.

By:

/s/ Antony Koblish

Name: Antony Koblish

Title: President, Chief   Executive Officer

Cc: Rachael Bushey, Pepper Hamilton LLP

November 1, 2019
Antony Koblish
President and Chief Executive Officer
TELA Bio, Inc.
1 Great Valley Parkway, Suite 24
Malvern, Pennsylvania 19355
Re:TELA Bio, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 29, 2019
File No. 333-234217
Dear Mr. Koblish:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed October 29, 2019
Our fourth amended and restated certificate of incorporation . . ., page 57
1.We note the disclosure here that the provision cited in this risk factor does not apply to
actions arising under the Securities Act or Exchange Act; however, the articles of
incorporation and bylaws filed with this amendment do not include a similar statement.
As such, if true, please amend your articles and bylaws to state that this provision does not
apply to actions arising under the Securities Act or Exchange Act.  Alternatively, please
tell us how you intend to make investors aware of the provision's limited applicability.
For example, will you include disclosure in your future Exchange Act reports?
            You may contact Tara Harkins at 202-551-3639 or Lynn Dicker, Senior Accountant, at
202-551-3616 if you have questions regarding comments on the financial statements and related
matters.  Please contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek, Senior Attorney, at

 FirstName LastNameAntony Koblish
 Comapany NameTELA Bio, Inc.
 November 1, 2019 Page 2
 FirstName LastName
Antony Koblish
TELA Bio, Inc.
November 1, 2019
Page 2
202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Rachael M. Bushey

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3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA  19103-2799

215.981.4000

Fax 215.981.4750

FOIA CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. § 200.83

The entity requesting confidential treatment pursuant to 17 CFR 200.83 is:

TELA Bio, Inc.

1 Great Valley Parkway, Suite 24

Malvern, Pennsylvania 19355

Attention: Antony Koblish, President and Chief Executive Officer

Telephone: (484) 320-2930

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED IN THIS PAPER LETTER FOR EASE OF IDENTIFICATION

October 25, 2019

VIA EDGAR AND OVERNIGHT MAIL

CONFIDENTIAL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attn: Tara Harkins, Lynn Dicker, Thomas Jones and Geoff Kruczek

Re:                             TELA Bio, Inc.

Registration Statement on Form S-1

File No. 333-234217

Filed October 15, 2019

Ladies and Gentlemen:

On behalf of our client, TELA Bio, Inc. (the “Company”), we submit this supplemental letter to assist the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its review of the Company’s Registration Statement on Form S-1, originally submitted on a confidential basis by the Company to the Commission on August 16, 2019, and as revised and filed on October 15, 2019 (the “Registration Statement”).

Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, the Company has enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via

Philadelphia

Boston

Washington, D.C.

Los Angeles

New York

Pittsburgh

Detroit

Berwyn

Harrisburg

Orange County

Princeton

Rochester

Silicon Valley

Wilmington

www.pepperlaw.com

EDGAR and for which the Company is requesting confidential treatment.

The purpose of this letter is to respond to an outstanding comment relating to share-based compensation that was provided to the Company in a letter from the Staff dated September 12, 2019 and to notify the Staff that the price range for the Company’s initial public offering (“IPO”) included on the cover of the Company’s preliminary prospectus is expected to be within a range of $[***] and $[***] per share (the “Preliminary Price Range”) in order to enable the Staff to complete its review of the Company’s option pricing and fair value determinations. The Company advises the Staff that the Preliminary Price Range represents the Company’s belief of what the indicative price range to be disclosed in the preliminary prospectus will be, and takes into account a reverse stock split of the Company’s common stock of [***]-for-[***] that will become effective prior to the Commission’s declaration of the effectiveness of the Registration Statement (the “Reverse Split”). The Company also notes that the actual price range included in the preliminary prospectus for the IPO (the “Bona Fide Price Range”) is expected to fall within the Preliminary Price Range. There is a possibility that the Bona Fide Price Range may fall outside of the Preliminary Price Range. The Preliminary Price Range has been determined based, in part, upon current market conditions and input received from the lead underwriters of the proposed IPO, including discussions that took place during October 2019 among the Board of Directors of the Company (the “Board”), senior management of the Company and representatives of Jefferies LLC and Piper Jaffray & Co., as representatives of the underwriters of the IPO.

The Company expects to include the Bona Fide Price Range in an amendment to the Registration Statement that would shortly precede the commencement of the Company’s IPO public marketing process. Though the Company does not currently anticipate this happening, such Bona Fide Price Range could differ from the Preliminary Price Range based on then-current market conditions, continuing discussions with the lead underwriters and further business developments impacting the Company. If that were to occur, we would inform the Staff immediately of that occurrence.  In any event, the Company confirms to the Staff that the Bona Fide Price Range will comply with Item 501(b)(3) of Regulation S-K and C&DI 134.04.

The Company notes that, as is typical in IPOs, the Preliminary Price Range of the Company’s common stock was not derived using a formal determination of fair value of the Company’s common stock. For example, the Preliminary Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO as of today’s date with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction. Among the factors considered in determining this Preliminary Price Range were the general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock of comparable companies, the Company’s historical performance, the Company’s financial condition and prospects, estimates of the Company’s business potential and earnings prospects for the Company and the industry in which it operates, the recent performance of IPOs of companies in the medical device industry and other business developments impacting the Company.

Recent Stock Option Grants

The following table summarizes the number of stock options granted, as well as the Board’s determination of the estimated fair value of common stock, since January 1, 2019. Share numbers, as well as all option exercise prices and estimated fair values of common stock, have been adjusted to reflect the Reverse Split.

[***]

2

Common Stock Valuation Methodologies

On each grant date, the fair values of the shares of common stock underlying the Company’s stock options were estimated by the Board, based on information known to the Company at the date of grant. Given the absence of an active trading market for the Company’s common stock, determining the fair value of the Company’s common stock requires the Company’s Board to make complex and subjective judgments.

The Board, with input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of the Company’s common stock as of the date of each grant, including the following factors:

·                  valuations of the Company’s common stock prepared by an independent third-party valuation firm;

·                  the prices at which the Company sold shares of its preferred stock and the superior rights and preferences of the preferred stock relative to the Company’s common stock at the time of each grant;

·                  the progress of the Company’s commercialization efforts;

·                  the progress of the Company’s research and development programs, including the status and results of preclinical and post-market studies for the Company’s product candidates;

·                  the stage of development and business strategy of the Company;

·                  the external market conditions affecting the medical device industry and trends within the medical device industry;

·                  the financial position, including cash on hand, and historical and forecasted performance and operating results of the Company;

·                  the lack of an active public market for the Company’s common stock and preferred stock;

·                  the likelihood of achieving a liquidity event, such as an IPO, or sale of the Company in light of prevailing market conditions; and

·                  the analysis of IPOs and the market performance of similar companies in the medical device industry.

In order to estimate the fair value of common stock used to price its option grants since January 1, 2019, the Company and its Board considered, among other things, contemporaneous valuations of the Company’s common stock prepared by an independent third-party valuation firm.  These third-party valuations were performed in accordance with guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”), which prescribes several valuation approaches for determining the value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise to its capital structure and specifically the common stock.

Winter 2019 Grants

The Company advises the Staff that the Board determined the fair value of the underlying shares of common stock for option awards granted on January 15, 2019 and February 4, 2019 (collectively, the “Winter 2019 Grants”) was $[***] per share. At the time of the Winter 2019 Grants, the Company’s Board carefully considered all relevant information available

3

to it, including the most recent valuation report from its third-party valuation firm (the “December Valuation Report”), which concluded that, as of December 31, 2018, the fair value of shares of the Company’s common stock was $[***] per share.  The exercise price of $[***] was selected by the Company’s Board and the compensation committee of the Board to incentivize the management team to create additional value in the Company and its common stock as a result.

The valuation as of December 31, 2018 in the December Valuation Report was determined on an enterprise equity value using a combination of income and market approaches.  The income approach was derived from a discounted cash flow method (“DCF Method”) based on financial projections provided by management. The valuation considered projected free cash flow available to the Company and discounted each future year’s cash flows to present value using a weighted average cost of capital (“WACC”) of 21% and summing up the discrete periods’ cash flows to arrive at a present value of the cash flows for the provided projections. The DCF Method determined an enterprise equity value indication of approximately $[***] million.  The valuation also considered the market approach using the prior transaction method.  Using the prior transaction method, the Company used the reverse solve method of the option-pricing model (“OPM”) using the Series B financing transaction to derive the Company’s implied equity value.  The application of the prior transaction method under the market approach determined an implied equity value of approximately $[***] million.  The results of the income approach and prior transaction method were weighted 75% and 25% respectively, resulting in a final enterprise equity value of $[***] million.  However, for purposes of the OPM analysis described below, the Company used an equity value of $[***] million, which represents the final enterprise equity value of $[***] million and the proceeds received from the Company’s Series B financing transaction of $[***] million.

The OPM was then used to estimate the fair value of the common stock.  The OPM estimates the value of the common equity of the Company using the various inputs in the Black-Scholes option pricing model. The OPM treats the rights of the holders of common stock as equivalent to that of call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of the Company’s preferred stock, as well as their rights to participation, and the stock prices of the outstanding options. Thus, the value of the common stock can be determined by estimating the value of its portion of each of these call option rights. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference at the time of a liquidity event, such as a merger or sale. Given the common stock represents a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value estimates had to be made to account for the lack of liquidity that a stockholder experiences. This adjustment is commonly referred to as a discount for lack of marketability (“DLOM”).  The OPM indicated the value of the Company’s common stock to be $[***] per share as of December 31, 2018.

May 2019 Option Grants

The Company advises the Staff that the Board determined that the fair value of the underlying shares of common stock for option awards granted on May 14, 2019, May 20, 2019 and May 31, 2019 (collectively, the “May 2019 Grants”) was $[***] per share. For the period from the December Valuation Report to June 30, 2019, the Board initially determined there were no internal or external developments since the December 2018 Valuation that warranted a change in the estimated fair value of the Company’s common stock. The Board considered the analysis set forth in the December Valuation Report, but it chose to set an exercise price of $[***], a price per share which was higher than the fair value set forth in the December Valuation Report. The exercise price of $[***] was selected by the Company’s Board and the compensation committee of the Board to incentivize the management team to create additional value in the Company and its common stock as a result.

Subsequent to the issuance of the May 2019 Grants the Company received an updated valuation report from its third-party independent valuation firm (the “June Valuation Report”), which concluded that, as of June 30, 2019, the fair value of shares of the Company’s common stock was $[***] per share, which is $[***] per share higher than the exercise price for the May 2019 Grants. The Board reassessed the fair value of the May 2019 Grants in light of the June Valuation Report.  As a result of the increase valuation of the underlying shares of common stock granted in May 2019, the Company determined the grant-date fair value of the May 2019 Grants using a fair value of $[***] per

4

share.

The valuation as of June 30, 2019 in the June Valuation Report was determined on an enterprise equity value using the income method.  The income approach was derived from a DCF Method based on financial projections provided by management. The valuation considered projected free cash flow available to the Company and discounted each future year’s cash flows to present value using a WACC of 20% and summing up the discrete periods’ cash flows to arrive at a present value of the cash flows for the provided projections. The DCF Method determined an enterprise equity value indication of approximately $[***] million.  Given the progress made towards completing an IPO, the probability-weighted expected return method (“PWERM”) in combination with the OPM as a hybrid method (“Hybrid Method”) was utilized to value the common stock of the Company.

The Hybrid Method is appropriate for a company expecting a near term liquidity event, but where, due to market or other factors, the likelihood of completing the liquidity event is uncertain. The Hybrid Method considers a company’s going concern nature, stage of development and the company’s ability to foreca

September 12, 2019
Antony Koblish
President and Chief Executive Officer
TELA Bio, Inc.
1 Great Valley Parkway, Suite 24
Malvern, Pennsylvania 19355
Re:TELA Bio, Inc.
Draft Registration Statement on Form S-1
Submitted August 16, 2019
CIK No. 0001561921
Dear Mr. Koblish:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 16, 2019
Prospectus Summary, page 1
1.Please tell us whether you commissioned any of the third-party data included in your
registration statement.
2.Please revise your disclosure on pages 1-9 to avoid repetition of the detail that you include
later in your prospectus. For example, we note that much of the disclosure in the tables
and footnote on page 6 appear on page 104 in your prospectus.
3.In each instance where you mention how your products received clearance from the FDA,
please revise to clarify what entity actually obtained and holds those clearances.

 FirstName LastNameAntony Koblish
 Comapany NameTELA Bio, Inc.
 September 12, 2019 Page 2
 FirstName LastName
Antony Koblish
TELA Bio, Inc.
September 12, 2019
Page 2
Implications of Being an Emerging Growth Company, page 8
4.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
We are highly dependent upon Aroa, page 22
5.Please clarify the significance of Aroa holding the FDA clearances under which you
commercialize your products, including any material risks that presents to your business,
including under its license to you.  In this regard, if you have an exclusive license from
Aroa to develop your product, it is unclear why Aroa holds FDA clearances related to
your product and why you then only market those products.  Please revise to explain.
Our fourth amended and restated certificate of incorporation, page 56
6.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
Use of Proceeds, page 60
7.Please revise to quantify the amount of proceeds to be allocated to each purpose cited in
the third paragraph on page 60.  Also revise to clarify whether the amounts you intend to
devote to each purpose will be sufficient to accomplish the purposes that you intend to
achieve.
Dilution, page 65
8.Please disclose how the amounts and percentages in the table on page 66 would change
assuming the exercise of all outstanding options and warrants mentioned on page 67.

 FirstName LastNameAntony Koblish
 Comapany NameTELA Bio, Inc.
 September 12, 2019 Page 3
 FirstName LastNameAntony Koblish
TELA Bio, Inc.
September 12, 2019
Page 3
Management's Discussion and Analysis, page 71
9.We note the disclosure regarding clinical results relating to the "first 32 patients who
reached one year follow-up."  Please revise to clarify whether there were patients who
reached one year follow-up after the first 32 that did not achieve the same or similar
clinical results to the first 32.  Also disclose whether there were any recurrences in
subsequent follow-up periods.
Cost of Revenue, page 75
10.Please disclose why anticipated demand "has been slower to materialize than
anticipated."  Also disclose whether that trend has continued and its impact on your
business.
Contractual Obligations and Commitments, page 81
11.Please tell us the dollar amount of the contracts excluded from the table based on the
criteria mentioned in footnote (3) on page 81.
Estimating the Fair Value of Common Stock, page 84
12.We note that the weighted average exercise price of options issued during 2019 is
significantly less than the $1.16 per share price of Series B redeemable convertible
preferred stock issued during 2019. Please describe to us the reasons for the differences
between the estimated fair value of your common stock and the Series B redeemable
convertible preferred stock. Describe also the material positive and negative events
occurring during 2019 which contributed to the variances in the estimated fair value of
your common stock underlying your option issuances. Progressively bridge to the current
estimated IPO price the fair value per share determination used for each option grant since
January 1, 2019. We will delay our assessment of your response pending inclusion of the
estimated IPO price in the filing.
Other Clinical Studies Using our OviTex Products, page 108
13.Please tell us about any relationships you had with the studies, including whether you
commissioned the studies or otherwise participated in them.
14.With a view toward balanced disclosure as to what your products have shown in studies
referenced in this and other sections of your disclosure, tell us whether the studies have
revealed any material disadvantages.
Executive Officers, page 127
15.It appears Mr. Koblish is currently employed by or otherwise provides services for other
entities.  If so, clarify the amount of time he devotes to your affairs.  Please also clarify
Ms. Brennan's business experience from April 2018 until January 2019.

 FirstName LastNameAntony Koblish
 Comapany NameTELA Bio, Inc.
 September 12, 2019 Page 4
 FirstName LastName
Antony Koblish
TELA Bio, Inc.
September 12, 2019
Page 4
Narrative Disclosure to Summary Compensation Table, page 134
16.Please revise to clarify the reasons for the 12% merit increase to Dr. Greenhalgh's salary.
Also revise to clarify the "corporate and/or individual performance goals" referenced on
page 135 and how the achievement of those goals relates to the amount of annual bonuses
paid.
Principal Stockholders, page 147
17.Please disclose the natural person or persons who exercise the sole or shared voting and/or
dispositive powers with respect to the shares held by the entities mentioned in the table on
page 148.
            You may contact Tara Harkins at 202-551-3639 or Lynn Dicker, Senior Accountant, at
202-551-3616 if you have questions regarding comments on the financial statements and related
matters.  Please contact Thomas Jones at 202-551-3602 or Geoff Kruczek, Special Counsel, at
202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Rachael M. Bushey