T2 Biosystems, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-12-13: Form 8-K; Period of report 2024-12-12; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2024-12-09: Form 8-K; Period of report 2024-12-09; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
- 2024-11-15: Form 8-K; Period of report 2024-11-14; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
- 2024-11-08: Form 8-K; Period of report 2024-11-07; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-12-13 | 8-K | 2024-12-12 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On December 12, 2024, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). | d849479d8k.htm |
| 2024-12-09 | 8-K | 2024-12-09 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On December 9, 2024, T2 Biosystems, Inc. (the “Company”) issued a press release announcing its plans to license its proprietary technology to expand its leadership in direct-from-whole-blood detection of sepsis-causing pathogens. 8.01 On December 9, 2024, the Company announced that it plans to license its proprietary technology to expand its leadership in direct-from-whole-blood detection of sepsis-causing pathogens. | d883071d8k.htm |
| 2024-11-15 | 8-K | 2024-11-14 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 14, 2024, the Company issued a press release announcing its financial results for its fiscal quarter ended September 30, 2024, and held a conference call to discuss those results. 8.01 • Achieved third quarter total revenue of $2.0 million, representing an increase of 34% compared to the prior year period. | d914828d8k.htm |
| 2024-11-08 | 8-K | 2024-11-07 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On November 7, 2024, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s market value of its listed securities has been below the minimum $35,000,000 required for continued listing on the Nasdaq Capital Market, as set forth in Listing Rule 5550(b)(2) for the previous 30 consecutive trading days. | d893574d8k.htm |
| 2024-10-16 | 8-K | 2024-10-10 | 2.02 Results of Operations and Financial Condition | 2.02 On October 10, 2024, the Company held a conference call to discuss its new product development pipeline progress and financial results for its fiscal quarter ended September 30, 2024. | d889256d8k.htm |
| 2024-10-07 | 8-K | 2024-10-07 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On October 7, 2024, the Company issued a press release announcing its financial results for its fiscal quarter ended September 30, 2024. 8.01 • Achieved third quarter total revenue of $2.0 million, representing an increase of 35% compared to the prior year period, driven by increased sepsis test revenue and instrument revenue. | d867177d8k.htm |
| 2024-09-20 | 8-K | 2024-09-20 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On September 20, 2024, the Company issued a press release announcing that it has successfully defended against an opposition filed against a key patent for its direct-from-whole blood detection method in the European Union. 8.01 On September 20, 2024, the Company announced that it has successfully defended against an opposition filed against a key patent for its direct-from-whole blood detection method in the European Union. | d884979d8k.htm |
| 2024-09-16 | 8-K | 2024-09-16 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On September 16, 2024, the Company issued a press release announcing that it has received clearance from the U.S. Food and Drug Administration (FDA) to market its FDA-cleared T2Candida® Panel for pediatric patients. 8.01 On September 16, 2024, the Company announced that it has received clearance from the FDA to market its FDA-cleared T2Candida® Panel for pediatric patients. | d833487d8k.htm |
| 2024-09-09 | 8-K | 2024-09-09 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On September 9, 2024, the Company issued a press release providing an update on its new product development pipeline progress. 8.01 On September 9, 2024, the Company provided an update on its new product development pipeline progress. | d40734d8k.htm |
| 2024-07-29 | 8-K | 2024-07-29 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On July 29, 2024, the Company issued a press release announcing its financial results for its fiscal quarter ended June 30, 2024, and held a conference call to discuss those results. 8.01 • Achieved second quarter 2024 total revenue of $2.0 million, flat compared to the prior year period. | d822929d8k.htm |
| 2024-07-19 | 8-K | 2024-07-19 | 8.01 Other Events | 8.01 As previously disclosed, on March 31, 2021, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC (“Canaccord”) to sell shares of the Company’s common stock, from time to time, through an “at the market” equity offering program under which Canaccord acted as sales agent. | d856117d8k.htm |
| 2024-05-22 | 8-K | 2024-05-21 | 8.01 Other Events | 8.01 On May 21, 2024, the Company received written notice from the Nasdaq Stock Market LLC (“Nasdaq”), informing the Company that it has regained compliance with the market value of listed securities (“MVLS”) requirement, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “Rule”) for continued listing on the Nasdaq Capital Market. | d822274d8k.htm |
| 2024-05-20 | 8-K | 2024-05-14 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained above in Item 1.01 relating to the Shares, the Common Warrants, the Pre-Funded Warrant, and the Wainwright Warrants and the shares of Common Stock issuable upon the exercise of the Common Warrant, the Pre-Funded Warrant and the Wainwright Warrants is incorporated by reference into this Item 3.02 in its entirety. | d801571d8k.htm |
| 2024-05-14 | 8-K | 2024-05-09 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 As previously announced, on May 6, 2024, T2 Biosystems, Inc. (the “Company”) converted $15.0 million of its outstanding indebtedness with entities affiliated with CRG Servicing LLC (“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”). | d836013d8k.htm |
| 2024-05-07 | 8-K | 2024-05-07 | 8.01 Other Events | 8.01 T2 Biosystems, Inc. (the “Company”) is considering amending and restating their (i) Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock to remove the beneficial ownership blocker that currently prohibits the conversion into common stock if it would result in the holder having beneficial ownership of more than 49.99% of the Company’s common stock outstanding and (ii) Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock to remove the beneficial ownership blocker that currently prohibits the conversion into common stock that would result in the holder having beneficial ownership of more than 19.99% of the Company’s common stock outstanding (collectively, the “Amendment”). | d833912d8k.htm |
| 2024-05-06 | 8-K | 2024-05-03 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On May 3, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) 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”) pursuant to which the Company issued to the Lenders in a private placement offering 4,748,335 shares (the “Shares”) of the Company’s common stock in exchange for the Lenders surrendering for cancellation $15.0 million of outstanding loans (the “Exchange”) under 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, and the lenders named therein (as amended from time to time to date, the “Loan Agreement”). 2.02 On May 6, 2024, the Company issued a press release announcing its financial results for its fiscal quarter ended March 31, 2024, and held a conference call to discuss those results. 3.02 The disclosure included in Item 1.01 of this report is incorporated under this Item by reference. 8.01 • Extended multi-year capital equipment supplier agreement with Vizient, Inc., the largest member-driven health care performance improvement company in the U.S., through March 31, 2025. | d793513d8k.htm |
| 2024-04-18 | 8-K | 2024-04-12 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 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”). 3.02 The disclosure included in Item 1.01 of this report is incorporated under this Item by reference. 5.03 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. | d786433d8k.htm |
| 2024-04-12 | 8-K | 2024-04-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 T2 Biosystems, Inc. (the “Company’”) held a special meeting of stockholders on April 11, 2024 (the “Special Meeting”). | d743921d8k.htm |
| 2024-03-28 | 8-K | 2024-03-28 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On March 28, 2024, the Company issued a press release announcing that its multi-year capital equipment supplier agreement with Vizient, Inc. has been extended through March 31, 2025. | d784317d8k.htm |
| 2024-03-20 | 8-K | 2024-03-20 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On March 20, 2024, the Company issued a press release announcing certain business updates and held a conference call to discuss those updates. 8.01 • Announced plans to commercialize the T2Lyme Panel in the third quarter of 2024 as a laboratory developed test (LDT) without the need to be run on the T2Dx® Instrument providing throughput improvements and cost of goods advantages. | d812390d8k.htm |
| 2024-03-18 | 8-K | 2024-03-18 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On March 18, 2024, the Company issued a press release announcing the publication of a new study highlighting the clinical benefits and performance of real-world use of the T2Resistance® Panel in The Journal of Clinical Microbiology. 8.01 On March 18, 2024, the Company announced the publication of a new study highlighting the clinical benefits and performance of real-world use of the T2Resistance Panel in The Journal of Clinical Microbiology. | d784398d8k.htm |
| 2024-03-12 | 8-K | 2024-03-11 | 8.01 Other Events | 8.01 On March 11, 2024, the Company received notice from the Nasdaq Hearings Panel that it has granted the Company’s request for continued listing on the Nasdaq Stock Market, subject to the Company demonstrating compliance with Nasdaq’s market value of listed securities (“Market Value”) requirement, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “Rule”) on or before May 20, 2024. | d759790d8k.htm |
| 2024-02-16 | 8-K | 2024-02-15 | 2.02 Results of Operations and Financial Condition | 2.02 On February 15, 2024, the Company issued a press release announcing its financial results for its fiscal quarter and full year ended December 31, 2023, and held a conference call to discuss those results. | d790428d8k.htm |
| 2024-02-15 | 8-K | 2024-02-15 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On February 15, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) 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”) pursuant to which the Company will issue to the Lenders in a private placement offering (i) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) to the extent that the issuance of the shares Common Stock results in the Lenders beneficially owning greater than 49.99% of the Company’s outstanding shares of Common Stock (or in the case of one of the Purchasers, greater than 9.99% of the Company’s outstanding shares of Common Stock, determined without regard to any convertible securities held by any of the Purchasers), shares of newly designated convertible preferred stock, par value $0.001 per share (the “Preferred Stock”), at a price per share of the lower of (a) the closing price for the Company’s Common Stock on Nasdaq on the date immediately prior to the closing of the transaction and (b) the average closing price over the five business days prior to the closing of the transaction, in exchange for the Lenders surrendering for cancellation $15.0 million of outstanding borrowing under that Term Loan Agreement, dated as of December 30, 2016 (as amended to date), by and among the Company, CRG Servicing LLC, as administrative agent and collateral agent, and the Lenders (the “Exchange”). 2.02 On February 15, 2024, the Company issued a press release announcing its financial results for its fiscal quarter and year ended December 31, 2023. 3.02 The disclosure included in Item 1.01 of this report is incorporated under this Item by reference. 8.01 • Achieved full year 2023 total revenue of $7.2 million, including sepsis and related product revenue of $6.8 million and research and contribution revenue of $0.4 million. | d793503d8k.htm |
| 2024-01-05 | 8-K | 2024-01-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 2, 2024, T2 Biosystems, Inc. (the “Company”) received a written letter of resignation from Thierry Bernard stating that he resigned, effective immediately, from his position as a Class II director of the Company and all committees of the Board of Directors of the Company (the “Board”) on which he was serving. | d109352d8k.htm |