T2 Biosystems Announces Closing of $8 Million Private Placement Priced At-The-Market Under Nasdaq Rules
May 17 2024 - 4:05PM
T2 Biosystems, Inc. (NASDAQ:TTOO), a leader in the rapid detection
of sepsis-causing pathogens and antibiotic resistance genes, today
announced that it has closed its previously announced private
placement for the purchase and sale of an aggregate of 2,025,317
shares of common stock (or pre-funded warrant in lieu thereof),
series A warrants to purchase up to 2,025,317 shares of common
stock and short-term series B warrants to purchase up to 2,025,317
shares of common stock at a purchase price of $3.95 per share of
common stock (or per pre-funded warrant in lieu thereof) and
accompanying warrants priced at-the-market under Nasdaq rules. The
series A warrants and short-term series B warrants have an exercise
price of $3.70 per share and are exercisable immediately upon
issuance. The series A warrants will expire five and one-half years
from the date of issuance and the short-term series B warrants will
expire eighteen months from the date of issuance.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The gross proceeds from the offering were
approximately $8 million, prior to deducting placement agent’s fees
and other offering expenses payable by the Company. The Company
intends to use the net proceeds from the offering for working
capital and other general corporate purposes, including sales and
marketing, manufacturing and clinical development costs.
The securities described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”), and/or Regulation D
promulgated thereunder and, along with the shares of common stock
underlying the warrants, have not been registered under the
Securities Act, or applicable state securities laws. Accordingly,
the warrants and underlying shares of common stock may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws. Pursuant to a registration rights
agreement, the Company has agreed to file a resale registration
statement covering the securities described above.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
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 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.
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, the use of proceeds from the private placement;
statements about the Company’s ability to regain compliance with
the listing requirements of 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) 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) 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; (iv) market and other conditions or
(v) 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, 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
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