T2 Biosystems Announces Closing of $8 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

T2 Biosystems announced the completion of an $8 million private placement. The offering included 2,025,317 shares of common stock, series A warrants, and short-term series B warrants priced at $3.95 per share. The series A and B warrants have an exercise price of $3.70 per share and are immediately exercisable. The series A warrants expire in five and one-half years, while the series B warrants expire in eighteen months. H.C. Wainwright & Co. acted as the exclusive placement agent. The funds will be used for working capital, sales and marketing, manufacturing, and clinical development. The securities were offered under Section 4(a)(2) of the Securities Act and Regulation D and are not registered under the Securities Act or state securities laws. The company will file a resale registration statement for these securities.

Positive

• T2 Biosystems raised $8 million through a private placement.
• The offering included series A and B warrants immediately exercisable at $3.70.
• Series A warrants expire in five and one-half years, providing long-term optionality.
• Funds will be used for working capital, sales and marketing, manufacturing, and clinical development.
• H.C. Wainwright & Co. acted as the exclusive placement agent, indicating a reputable partnership.

Negative

• The securities are not registered under the Securities Act, limiting their marketability.
• Potential shareholder dilution due to the issuance of new shares and warrants.
• Series B warrants have a shorter expiration period of eighteen months.
• Offering proceeds are reduced by placement agent fees and offering expenses.

Insights

Financial Analyst

The recent private placement by T2 Biosystems, raising $8 million, provides essential working capital and funding for various operational needs. This influx of funds is particularly significant for a company engaged in the highly competitive and capital-intensive field of rapid pathogen detection. The immediate exercisability of the series A and B warrants suggests a strategy to quickly capitalize on investor interest. However, the relatively high exercise price of $3.70 per share might indicate a cautious optimism from the market about the company's near-term performance. Long-term investors might view this as a positive step towards financial stability, whereas short-term investors should consider the potential dilution of shares. Understanding these details can help investors assess the company's financial health and future growth potential.

Market Research Analyst

T2 Biosystems' focus on sepsis detection places it in a important niche within the healthcare diagnostics market. The allocation of the $8 million towards sales and marketing, manufacturing and clinical development suggests a strategic push to enhance its market presence and product development. Such investments are vital for maintaining competitive advantage and achieving market penetration in a sector driven by innovation and technological advancement. For retail investors, it's essential to monitor how effectively the company leverages this capital to capture market share and drive revenue growth, especially given the increasing demand for rapid diagnostic solutions in healthcare.

LEXINGTON, Mass., May 17, 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 closed its previously announced private placement 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 priced at-the-market under Nasdaq rules. The series A warrants and short-term series B warrants have an exercise price of $3.70 per share and are 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.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the offering were 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 were 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 use of proceeds from the private placement; 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 total amount raised by T2 Biosystems in the recent private placement?

T2 Biosystems raised $8 million in the recent private placement.

What are the terms of the series A warrants issued by T2 Biosystems?

The series A warrants have an exercise price of $3.70 per share, are immediately exercisable, and expire in five and one-half years.

What are the terms of the series B warrants issued by T2 Biosystems?

The series B warrants have an exercise price of $3.70 per share, are immediately exercisable, and expire in eighteen months.

How does T2 Biosystems plan to use the proceeds from the private placement?

T2 Biosystems plans to use the proceeds for working capital, sales and marketing, manufacturing, and clinical development.

Are the securities issued by T2 Biosystems registered under the Securities Act?

No, the securities are not registered under the Securities Act or applicable state securities laws.