Current Report Filing (8-k)
January 27 2021 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2021
T2 BIOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36571
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20-4827488
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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101 Hartwell Avenue, Lexington, Massachusetts 02421
(Address of principal executive offices, including Zip Code)
(781) 761-4646
(Registrants telephone number, including area code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $0.001 per share
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TTOO
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The Nasdaq Stock Market LLC
(Nasdaq Global Market)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On January 25, 2021, T2 Biosystems, Inc. (the Company) entered into Amendment No. 6 to Term Loan Agreement (the
Sixth Amendment), with CRG Servicing LLC as administrative agent and collateral agent (in such capacities, Administrative Agent) and the lenders listed on the signature pages thereto (the Lenders) to modify
certain terms of that certain Term Loan Agreement , dated as of December 30, 2016, by and among the Company, the Administrative Agent and the lenders party thereto (such Term Loan Agreement, as amended or modified prior to the Sixth Amendment,
the Loan Agreement).
The Sixth Amendment extends the interest-only payment period from December 31, 2021 to
December 31, 2022 and reduces the annual product revenue target for the twenty-four month period beginning on January 1, 2020 (the Minimum Required Revenue). In the event that the Company does not meet the Minimum Required
Revenue, the Company can satisfy such requirement by paying to the Lenders within ninety days of the end of the respective calendar year an amount equal to (x) two multiplied by the (y) Minimum Required Revenue minus the Companys
actual annual revenue, and such amount shall be used to prepay the outstanding loans.
The foregoing summary is qualified in its entirety
by reference to the Sixth Amendment, a copy of which will be attached as an exhibit to the Companys Quarterly Report on Form 10-K for the period ending December 31, 2020.
Item 2.02
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Results of Operations and Financial Condition
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On January 26, 2021, T2 Biosystems, Inc. (the Company) issued a press release announcing its financial results for its fiscal
quarter and full year ended December 31, 2020. A copy of the Companys press release is furnished with this report as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit
99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. Furthermore, such information, including Exhibit 99.1 attached hereto, shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly
stated by specific reference in such a filing.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: January 26, 2021
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T2 BIOSYSTEMS, INC.
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By:
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/s/ John Sprague
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John Sprague
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Chief Financial Officer
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