UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2017
T2 BIOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36571 | 20-4827488 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
101 Hartwell Avenue, Lexington, Massachusetts 02421
(Address of principal executive offices, including Zip Code)
(781) 761-4646
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 22, 2017, T2 Biosystems, Inc. (the “Company”) and SMC, Ltd. (the “Supplier”) entered into a Second Amendment to Supply Agreement (the “Amendment”), amending that certain Supply Agreement, dated as of October 10, 2014 (the “Supply Agreement”) and previously amended on August 29, 2017.
The Amendment extends the term of the Supply Agreement from December 31, 2017 to March 31, 2018.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Second Amendment to Supply Agreement, dated December 22, 2017 | |
2
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Second Amendment to Supply Agreement, dated December 22, 2017 | |
3
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: December 27, 2017 | T2 BIOSYSTEMS, INC. | |||||
| By: | /s/ Darlene Deptula-Hicks | |||||
| Darlene Deptula-Hicks | ||||||
| SVP and Chief Financial Officer | ||||||
Exhibit 10.1
SECOND AMENDMENT TO SUPPLY AGREEMENT
This SECOND AMENDMENT TO SUPPLY AGREEMENT (“Amendment”) is entered into on December 22, 2017, (the “Amendment Effective Date”) by and between T2 Biosystems, Inc. (“Buyer”), and SMC Ltd. (“Seller”).
WHEREAS, this Amendment is intended to modify the Supply Agreement, dated October 10, 2014, by and between the Buyer and Seller, and as amended in the first Amendment to the Supply Agreement, dated August 29, 2017 (together the “Agreement”).
WHEREAS, the parties agree to extend the Initial Term of the Agreement and amend certain exhibits to the Agreement, as more specifically set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement in accordance with Section XXV of the Agreement as follows:
1. Amendment to Section XVI. Term of the Agreement. Section XVI of the Agreement is hereby amended by deleting the first sentence of the section in its entirety and replacing it with the following:
“The Agreement commences as of the Effective Date and, and shall remain in effect until March 31, 2018 (the “Initial Term”).”
2. No Other Amendments. No other changes or modifications to the Agreement are incorporated in this Amendment, and all other provisions and terms of the Agreement remain in full force and effect upon execution of this Amendment by Buyer’s and Seller’s authorized representatives.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year hereinafter written.
| BUYER: | ||||||||
| By: | /s/ John McDonough |
12/20/2017 | ||||||
| Name: | John McDonough | Date | ||||||
| Title: | President & CEO | |||||||
| SELLER: | ||||||||
| By: | /s/ Tom Howe |
12/22/2017 | ||||||
| Name: | Tom Howe | Date | ||||||
| Title: | CAO | |||||||