T2 Biosystems Announces CRG’s Conversion from Preferred Stock to Common Stock
May 14 2024 - 5:00PM
T2 Biosystems, Inc. (NASDAQ:TTOO) (the “Company”), a leader in the
rapid detection of sepsis-causing pathogens and antibiotic
resistance genes, today announced that entities affiliated with CRG
Servicing LLC (“CRG”) have converted Series A and Series B
Convertible Preferred Stock to Common Stock.
On May 9, 2024, the Company amended and restated
each of the Series A Certificate of Designation and the Series B
Certificate of Designation, in each case to remove the beneficial
ownership limitations regarding the ability to convert the Series A
Preferred Stock and Series B Preferred Stock, respectively, into
shares of Common Stock without regarding to the beneficial
ownership of the shareholder following such conversion.
Following such amending and restating, CRG converted all of the
outstanding shares of Series A Preferred Stock and Series B
Preferred Stock into an aggregate of 1,824,800 shares of Common
Stock, resulting in CRG’s ownership of approximately 69% of the
Company’s outstanding shares as of May 9, 2024.
As previously announced, on May 6, 2024, the
Company converted $15.0 million of its outstanding indebtedness
with CRG in exchange for 3,280,618 shares of Common Stock, par
value $0.001 per share (the “Common Stock”) and 17,146.48 shares of
Series A Convertible Preferred Stock (the “Series A Preferred
Stock”). The Series A Preferred Stock is governed by
Certification of Designation of Preferences, Rights and Limitations
of Series A Convertible Preferred Stock (the “Series A Certificate
of Designation”).
Also, as previously announced, on July 3, 2023,
the Company converted $10.0 million of its outstanding indebtedness
with CRG in exchange for 483,457 shares of Common Stock (after
giving effect to the Company’s subsequent reverse split) and
93,297.26 shares of Series B Convertible Preferred Stock (the
“Series B Preferred Stock”). The Series B Preferred Stock
Certification of Designation of Preferences, Rights and Limitations
of Series B Convertible Preferred Stock (the “Series B Certificate
of Designation”).
About T2 BiosystemsT2
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
T2Biothreat™ Panel, and are powered by the proprietary T2 Magnetic
Resonance (T2MR®) technology. T2 Biosystems has an active pipeline
of future products, including the U.S. T2Resistance Panel, the
Candida auris test, and the T2Lyme™ Panel. For more information,
please visit www.t2biosystems.com.
Forward-Looking StatementsThis
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
CRG’s ownership of the Company’s Common Stock, as well as
statements that include the words “expect,” “intend,” “plan”,
“believe”, “project”, “forecast”, “estimate,” “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) any
inability to (a) realize anticipated benefits from commitments,
contracts or products; (b) successfully execute strategic
priorities; (c) bring products to market; (d) expand product usage
or adoption; (e) obtain customer testimonials; (f) accurately
predict growth assumptions; (g) realize anticipated revenues; (h)
incur expected levels of operating expenses; or (i) continue as a
going concern; or (i) increase the number of high-risk patients at
customer facilities; (ii) failure of early data to predict eventual
outcomes; (iii) failure to make or obtain anticipated FDA filings
or clearances within expected time frames or at all; or (iv) the
factors discussed under Item 1A. “Risk Factors” in the company’s
Annual Report on Form 10-K for the year ended December 31, 2023,
filed with the U.S. Securities and Exchange Commission, or SEC, on
April 1, 2024, and other filings the company makes with the SEC
from time to time. 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
Groupphilip@gilmartinIR.com 415-937-5406
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