T2 Biosystems Announces $8 Million Private Placement Priced At-The-Market Under Nasdaq Rules
T2 Biosystems (NASDAQ:TTOO) announced a private placement worth $8 million, priced at-the-market under Nasdaq rules. The deal involves the purchase of 2,025,317 shares of common stock, series A warrants, and short-term series B warrants, each to purchase up to 2,025,317 shares at $3.95 per share. The series A warrants have a $3.70 exercise price and expire in five and a half years, while the series B warrants also have a $3.70 exercise price but expire in eighteen months. H.C. Wainwright & Co. acted as the exclusive placement agent. The proceeds will be used for working capital, sales, marketing, manufacturing, and clinical development costs. Closing is expected by May 17, 2024, pending customary conditions.
- Raised $8 million in a private placement, providing additional capital.
- Funds will support working capital, sales, marketing, manufacturing, and clinical development.
- Series A and B warrants set at an exercise price of $3.70, potentially increasing future equity inflow.
- H.C. Wainwright & Co. acted as the exclusive placement agent, adding credibility.
- Potential shareholder dilution with the issuance of 2,025,317 new shares.
- Series A and B warrants may lead to further dilution if exercised.
- High offering expenses may reduce net proceeds below $8 million.
- Short-term series B warrants expiring in eighteen months could lead to immediate future dilution.
Insights
T2 Biosystems' recent announcement of an
From a financial standpoint, the immediate capital infusion is significant, especially for a company specializing in critical health technologies. Raising funds through a private placement, especially priced at-the-market under Nasdaq rules, is a pragmatic choice, reflecting the company's strategic approach to bolster its working capital and support general corporate purposes.
Investors should note that while the raised capital is beneficial, the issuance of warrants often leads to stock dilution. This means existing shareholders might see their ownership percentage decrease as new shares are issued upon warrant exercises. However, the strategic use of funds in sales, marketing, clinical development and manufacturing might compensate for this dilution by potentially driving revenue growth and enhancing product pipelines.
Overall, while the immediate capital influx is positively viewed, the long-term impact depends on how effectively T2 Biosystems utilizes these funds to propel growth and innovation in their sepsis and antibiotic resistance detection technologies.
The private placement by T2 Biosystems provides an important angle for market dynamics. Private placements are generally less disruptive to market prices than public offerings, thus minimizing immediate stock volatility. By pricing the placement at-the-market, T2 indicates fair value alignment with current market prices. This can be viewed as a strategic move to maintain investor confidence.
H.C. Wainwright & Co. acting as the exclusive placement agent further bolsters the process, implying that the company has leveraged reputable financial intermediaries to facilitate this capital raise. The firm's investment in sales and marketing, manufacturing and clinical development indicates a multi-pronged strategy to enhance market presence and operational capabilities.
It's important to recognize that the use of proceeds for working capital and general corporate purposes can be a double-edged sword. While it ensures operational fluidity, it doesn't earmark funds for a specific, transformative project. This broad allocation might raise questions about precise strategic initiatives and expected ROI, important factors for stakeholders evaluating long-term value creation.
Retail investors should interpret this move as a balanced approach towards immediate liquidity and strategic flexibility, but they should monitor subsequent quarterly reports for tangible progress in deploying these funds effectively.
LEXINGTON, Mass., May 15, 2024 (GLOBE NEWSWIRE) -- 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
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
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 Group
ir@T2Biosystems.com
FAQ
What is the significance of T2 Biosystems' $8 million private placement?
What are the details of the securities offered in T2 Biosystems' private placement?
What are the exercise prices and expiration dates for T2 Biosystems' series A and B warrants?
How will T2 Biosystems use the proceeds from the $8 million private placement?
When is T2 Biosystems' private placement expected to close?
