8-K
filed July 6, 2023, 7:59 PM ET
CIK 0001492674
other material
confidence high
sentiment negative
materiality 0.85
T2 Biosystems exchanges $10M debt for equity; issues voting preferred to facilitate reverse split
T2 Biosystems, Inc.
- Exchanged $10.0M of outstanding loan debt for 48,345,798 common shares and 93,297.26 Series B Preferred shares (each convertible into 1,000 common shares).
- Issued 1,000 Series A Preferred shares to CRG for $100; shares carry 400M votes but only on reverse stock split proposals.
- Series A votes must be cast proportionally with common shares, but only if at least 1/3 of common shares are present at the meeting.
- Series B Preferred has no voting rights except as required by law; both issuances are exempt from registration.
- Consent to Term Loan Agreement cancels $10.0M of term loan; Loan Agreement otherwise unchanged.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
T2 Biosystems, Inc.: Filed Series B Certificate of Designation establishing rights, preferences and limitations of Series B Convertible Preferred Stock, including conversion and dividend rights (effective 2023-07-03).
- Change
- charter amendment
- Effective
- 2023-07-03
Exact text from the filing
On July 3, 2023 in connection with the Exchange and the planned issuance of shares of Series B Preferred pursuant to the Exchange, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “ Series B Certificate of Designation ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
T2 Biosystems, Inc.: Filed Series A Certificate of Designation establishing preferences, rights and limitations of Series A Preferred Stock, including voting rights on Reverse Stock Split Proposal (effective 2023-07-05).
- Change
- charter amendment
- Effective
- 2023-07-05
Exact text from the filing
On July 5, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “ Series A Certificate of Designation ”) with the Secretary of State of the State of Delaware pursuant to the Series A Purchase Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
T2 Biosystems, Inc. entered into Series A 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. valued at $100.00 (effective 2023-07-05).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- 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.
- Value
- $100.00
- Effective
- 2023-07-05
Exact text from the filing
On July 5, 2023, T2 Biosystems, Inc. (the “ Company ”) entered into a Purchase Agreement (the “ Series A 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 “ Purchasers ”), pursuant to which the Company agreed to issue and sell a total of 1,000 shares of the Company’s newly designated Series A Preferred Stock, par value $0.001 per share (the “ Series A Preferred ”), to the Purchasers for a purchase price of $100.00.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
T2 Biosystems, Inc. entered into Series B 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. valued at $10.0 million (effective 2023-07-03).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- 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.
- Value
- $10.0 million
- Effective
- 2023-07-03
Exact text from the filing
On July 3, 2023, the Company entered into a Securities Purchase Agreement (the “ Series B 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 ”) pursuant to which the Company agreed to issue to the Lenders (i) an aggregate of 48,345,798 shares of Common Stock (the “ Shares ”) and (ii) an aggregate of 93,297.26 shares of newly designated Series B Convertible Preferred Stock, par value $0.001 per share (“ Series B Preferred ”), in exchange for the Lenders surrendering for cancellation $10.0 million of outstanding borrowing under the Loan Agreement (defined below) (the “ Exchange ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
T2 Biosystems, Inc. entered into Consent to Term Loan Agreement with CRG Servicing LLC, as administrative agent and collateral agent, and the lenders named therein valued at $10.0 million (effective 2023-07-03).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- CRG Servicing LLC, as administrative agent and collateral agent, and the lenders named therein
- Value
- $10.0 million
- Effective
- 2023-07-03
Exact text from the filing
On July 3, 2023, the Company entered into a Consent 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 ”) pursuant to the Exchange.
View on SEC.gov
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