T2 Biosystems Announces Reverse Stock Split Effective Today
October 12 2022 - 8:30AM
T2 Biosystems, Inc. (NASDAQ:TTOO) (the “Company”), a leader in the
rapid detection of sepsis-causing pathogens and antibiotic
resistance genes, today announced that the Company’s board of
directors (the “Board”) has approved a reverse stock split of its
common stock at a ratio of 1 post-split share for every 50
pre-split shares. The reverse stock split will become effective
today, October 12, 2022. The Company’s common stock is expected to
begin trading on a split-adjusted basis when the market opens on
October 13, 2022 under the existing trading symbol, “TTOO.”
At the Company’s annual meeting of stockholders
held on October 11, 2022, the Company’s stockholders representing
approximately 70% of the voting power of the common stock and
Series A preferred stock voting together as a single class approved
the reverse stock split with the final ratio to be determined by
the Board from within a range.
As a result of the reverse stock split, each 50
shares of the Company’s common stock outstanding and held of record
by each stockholder of the Company will be automatically
reclassified and combined into one validly issued, fully paid and
non-assessable share of common stock, subject to the treatment of
fractional shares as described below. The reverse stock split will
not affect the number of authorized shares of the Company’s common
stock or the par value of the common stock. Proportional
adjustments will be made to the number of shares of common stock
reserved for issuance under the Company’s equity incentive plans
and the number of shares of common stock subject to outstanding
warrants, Series A preferred stock, and equity awards, as well as
the applicable exercise price.
The reverse stock split is primarily intended to
bring the Company into compliance with the minimum bid price
requirement for maintaining its listing on the Nasdaq Capital
Market. The new CUSIP number for the Company’s common stock
following the reverse stock split will be 89853L203.
No fractional shares will be issued in
connection with the reverse stock split. Stockholders who would
otherwise be entitled to receive fractional shares as a result of
the reverse stock split will be entitled to a cash payment in lieu
thereof at a price equal to the fraction to which the stockholder
would otherwise be entitled to multiplied by the closing trading
price per share of the Company’s common stock (as on a
split-adjusted basis) on the Nasdaq Capital Market on October 11,
2022.
American Stock Transfer & Trust Company, LLC
(“AST”), the Company’s transfer agent, will act as the exchange
agent for the reverse stock split. Stockholders of record holding
certificates representing pre-split shares of the Company’s common
stock will receive a letter of transmittal from AST with
instructions on how to surrender certificates representing
pre-split shares. Stockholders should not send in their pre-split
certificates until they receive a letter of transmittal from AST.
Stockholders with book-entry shares or who hold their shares
through a bank, broker or other nominee will not need to take any
action. All stockholders of record who held pre-split shares will
receive their post-split shares in book-entry form (unless
specifically requested to be issued physical stock certificates)
and will be receiving a statement from AST regarding their
post-reverse stock split ownership interest.
Additional information about the reverse stock
split can be found in the Company’s definitive proxy statement on
Form DEF 14A (the “Proxy Statement”) filed with the Securities and
Exchange Commission (the “SEC”) on August 26, 2022, which is
available free of charge at the SEC’s website, www.sec.gov, and on
the “Investors” section of the Company’s website at
www.t2biosystems.com.
All stockholders of record may direct questions
to the Company’s transfer agent, American Stock Transfer &
Trust Company, LLC, toll-free at (877) 248-6417 or at (718)
921-8317.
About T2 Biosystems
T2 Biosystems, a leader in the rapid detection
of sepsis-causing pathogens and antibiotic resistance genes, is
dedicated to improving patient care and reducing the cost of care
by helping clinicians effectively treat patients faster than ever
before. T2 Biosystems’ products include the T2Dx® Instrument,
the T2Bacteria® Panel, the T2Candida® Panel, the
T2Resistance® Panel, and the T2SARS-CoV-2™ Panel and
are powered by the proprietary T2 Magnetic Resonance (T2MR®)
technology. T2 Biosystems has an active pipeline of future
products, including the T2Biothreat™ Panel, the
T2Cauris™ Panel, and T2Lyme™ Panel, as well as
next-generation products for the detection of bacterial and fungal
pathogens and associated antimicrobial resistance markers.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements contained in this press release
that do not relate to matters of historical fact should be
considered forward-looking statements, including, without
limitation, statements regarding our expectations with respect to
compliance with the minimum bid price requirements for maintaining
our listing on the Nasdaq Capital Market, as well as statements
that include the words “expect,” “may,” “should,” “anticipate,” and
similar statements of a future or forward looking nature. These
forward-looking statements are based on management’s current
expectations. These statements are neither promises nor guarantees,
but involve known and unknown risks, uncertainties and other
important factors that may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to, (i)
market conditions and their impact on the Company’s trading price
on the Nasdaq Capital Market; (ii) other factors discussed in the
Proxy Statement; and (iv) other factors discussed under Item 1A.
“Risk Factors” in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2021, filed with the SEC, on March 23,
2022, and other filings the Company makes with the SEC from time to
time, including our Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. These and other important factors could cause
actual results to differ materially from those indicated by the
forward-looking statements made in this press release. Any such
forward-looking statements represent management’s estimates as of
the date of this press release. While the Company may elect to
update such forward-looking statements at some point in the future,
unless required by law, it disclaims any obligation to do so, even
if subsequent events cause its views to change. Thus, no one should
assume that the Company’s silence over time means that actual
events are bearing out as expressed or implied in such
forward-looking statements. These forward-looking statements should
not be relied upon as representing the Company’s views as of any
date subsequent to the date of this press release.
Investor Contact:Philip Trip Taylor, Gilmartin
Groupir@T2Biosystems.com 415-937-5406
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