T2 Biosystems Shareholders Vote for CRG Debt Conversion into Equity
April 11 2024 - 4:05PM
T2 Biosystems, Inc. (NASDAQ:TTOO), a leader in the rapid detection
of sepsis-causing pathogens and antibiotic resistance genes, today
announced results from the special meeting of stockholders on April
11, 2024. T2 Biosystems Stockholders voted for the approval of
conversion of $15 million of its term loan with entities affiliated
with CRG Servicing LLC (“CRG”) into T2 Biosystems equity.
“We appreciate our stockholders demonstrating
their continued support for the Company by attending and voting at
the special meeting earlier today. Following the debt conversion,
we are expecting to strengthen our balance sheet by reducing both
our total debt and quarterly interest payments to CRG by 36
percent. In addition, this decision signifies another step towards
regaining compliance with the Nasdaq listing requirements that we
continue to believe is in the best interest of both the Company and
its stockholders,” said John Sperzel, Chairman and CEO at T2
Biosystems.
On February 15, 2024, T2 Biosystems entered into
a Securities Purchase Agreement with CRG to facilitate the debt
conversion. Pursuant to the terms of the Securities Purchase
Agreement, within 10 business days of receiving stockholder
approval of the transaction, CRG will cancel $15 million of
loans outstanding under the CRG Term Loan Agreement in exchange for
the issuance of an aggregate of $15 million of shares of common
stock at a price per share of the lower of (i) the average closing
price of our common stock on Nasdaq for the five consecutive
trading days immediately preceding the date of issuance and (ii)
the closing price of our common stock on Nasdaq on the trading day
immediately preceding the date of issuance; provided that in the
event this would result in CRG beneficially owning more than 49.99%
of the Company’s outstanding shares of common stock (or in the case
of one of the CRG entities, 9.99%, calculated without considering
convertible securities held by CRG), the Company will issue shares
of the newly designated Convertible Preferred Stock representing
the excess above 49.99% or 9.99%, as applicable. CRG agreed to
waive prepayment premiums and back-end fees associated
with such principal amounts of loans exchanged for equity.
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. For more information, please visit
www.t2biosystems.com.
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 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; 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, 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 Group
ir@T2Biosystems.com
415-937-5406
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