UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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”). The Series A Preferred Stock is governed by Certification of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”).
As previously announced, on July 3, 2023, the Company converted $10.0 million of its outstanding indebtedness with CRG in exchange for 483,457 shares of Common Stock (after giving effect to the Company’s subsequent reverse split) and 93,297.26 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock Certification of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”).
On May 9, 2024, the Company amended and restated each of the Series A Certificate of Designation and the Series B Certificate of Designation, in each case to remove the beneficial ownership limitations regarding the ability to convert the Series A Preferred Stock and Series B Preferred Stock, respectively, into shares of Common Stock without regarding to the beneficial ownership of the shareholder following such conversion. Following such amending and restating, CRG converted all of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock into an aggregate of 1,824,800 shares of Common Stock, resulting in CRG’s ownership of approximately 69% of the Company’s outstanding shares as of May 9, 2024.
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: May 14, 2024 | T2 BIOSYSTEMS, INC. | |||||
| By: | /s/ John Sperzel | |||||
| John Sperzel | ||||||
| Chairman of the Board of Directors, President and Chief Executive Officer | ||||||