T2 Biosystems Announces $8 Million Private Placement Priced At-The-Market Under Nasdaq Rules
May 15 2024 - 7:00AM
T2 Biosystems, Inc. (NASDAQ:TTOO), a leader in the rapid detection
of sepsis-causing pathogens and antibiotic resistance genes, today
announced that it has entered into definitive agreements 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
in a private placement priced at-the-market under Nasdaq rules. The
series A warrants and short-term series B warrants will have an
exercise price of $3.70 per share and will be 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. The private placement is expected to close on or about
May 17, 2024, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds from the offering are
expected to be 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 are being 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 ability of the Company to consummate the private
placement; the satisfaction of the closing conditions of the
private placement and the use of proceeds therefrom; 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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