UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entrance into Material Definitive Agreement |
The Exchange
On April 12, 2024, T2 Biosystems, Inc. (the “Company”) issued 3,280,618 shares of Common Stock and 17,160.48 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) to the Lenders (defined below) in exchange for the cancellation of $15.0 million of outstanding loans under the Loan Agreement (defined below) (the “Exchange”). The Exchange was completed pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of February 15, 2024, with CRG Partners III L.P., CRG Partners III - Parallel Fund “A” L.P., CRG Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P. and CRG Partners III Parallel Fund “B” (Cayman) L.P. (collectively in such capacity, the “Lenders” or the “Purchasers”). Additional information regarding the rights, preferences, privileges and restrictions applicable to the Series A Preferred Stock is set forth under Item 5.03 of this report.
Consent to Term Loan Agreement
On April 12, 2024, the Company entered into a Consent and Amendment No. 10 to Term Loan Agreement (the “Consent”) to that certain Term Loan Agreement, dated as of December 30, 2016, by and among the Company, CRG Servicing LLC, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) and the lenders named therein (as amended from time to time to date, the “Loan Agreement”). The Consent provides for, among other things, (i) the consent of the Administrative Agent and the Lenders (who constitute all of the lenders under the Loan Agreement) to the Exchange and (ii) the extension of the period in which the Company may elect to pay a portion of the accrued interest on the term loans in-kind to the earlier of (a) December 31, 2025 and (b) the date on which a default has occurred.
The foregoing summary of the Consent does not purport to be complete and are qualified in its entirety by the full text of the Consent, a copy of which is filed as Exhibit 10.1 to this report.
| Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure included in Item 1.01 of this report is incorporated under this Item by reference.
Each of the Purchasers is an “accredited investor” and the offer and sale of the shares of Common Stock and Series A Preferred Stock was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Neither the Common Stock nor the Series A Preferred Stock have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. We relied on exemptions from the registration requirements of the Securities Act by virtue of Section 3(a)(9) and Section 4(a)(2) thereof. Each Purchaser represented that it was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Series A Certificate of Designation
On April 12, 2024, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware pursuant to the Securities Purchase Agreement. The Series A Certificate of Designation designates 17,160.48 shares of the Company’s Preferred Stock as Series A Preferred Stock, and establishes and designates the preferences, rights and limitations thereof.
Each share of Series A Preferred Stock is convertible into 100 shares of our common stock, subject to proportional adjustment and beneficial ownership limitations as provided in the Certificate of Designation. In the event of our liquidation, dissolution or winding up, holders of Series A Preferred Stock will participate pari passu
with any distribution of proceeds to holders of our common stock. Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal (on an as converted to common stock basis) to and in the same form as dividends actually paid on our common stock. Shares of Series A Preferred Stock generally have no voting rights, except as required by law.
The foregoing is only a summary of the terms of the Certificate of Designation, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock | |
| 10.1 | Consent and Amendment No. 10 to Term Loan Agreement, dated April 12, 2024, by and among the Company, CRG Servicing LLC, as administrative agent and collateral agent, and the lenders party thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Date: April 18, 2024 | T2 BIOSYSTEMS, INC. | |||||
| By: | /s/ John Sperzel | |||||
| John Sperzel | ||||||
| Chairman of the Board of Directors, President and Chief Executive Officer | ||||||