T2 Biosystems Announces CRG’s Conversion from Preferred Stock to Common Stock
T2 Biosystems (NASDAQ:TTOO) announced that CRG Servicing has converted its Series A and Series B Preferred Stock into Common Stock.
On May 9, 2024, T2 Biosystems amended and restated the Series A and Series B Certificates of Designation to remove limitations on beneficial ownership, allowing CRG to convert all its preferred shares. This resulted in the issuance of 1,824,800 shares of Common Stock, making CRG the owner of approximately 69% of the company's outstanding shares.
Previously, on May 6, 2024, T2 Biosystems converted $15 million of debt from CRG into 3,280,618 shares of Common Stock and 17,146.48 shares of Series A Preferred Stock. Similarly, on July 3, 2023, $10 million of debt was converted into 483,457 shares of Common Stock and 93,297.26 shares of Series B Preferred Stock.
- CRG's ownership strengthens T2 Biosystems' capital structure by converting debt to equity.
- Amending and restating Series A and Series B Certificates of Designation removes ownership hurdles.
- 1,824,800 shares of Common Stock issued to CRG, consolidating ownership.
- Reduction in outstanding debt by $25 million through conversions with CRG.
- Significant shareholder dilution with the issuance of new Common Stock.
- CRG now owns approximately 69% of T2 Biosystems, potentially affecting voting power and control.
- Previous debt conversions indicate the company had significant financial liabilities.
- Potentially high dependency on CRG for financial support and stability.
Insights
The conversion of Series A and Series B Convertible Preferred Stock to Common Stock by CRG signifies a significant restructuring of T2 Biosystems' capital structure. With CRG now owning approximately 69% of the company's common stock, this reflects a high level of confidence from a major creditor, which can be seen as a positive signal to the market. However, this move also dilutes existing common shareholders' ownership, which might be perceived negatively by current investors.
The conversion of $25 million in outstanding debt to equity could improve T2 Biosystems' balance sheet by reducing debt obligations and interest expenses. Yet, the increase in equity could lead to greater volatility in the stock price due to the larger shareholder base and potential selling pressure from CRG in the future. The market might react positively to the reduction in debt and improved liquidity, but the dilution effect must be closely monitored.
This strategic move indicates T2 Biosystems' effort to strengthen its financial position by converting debt to equity. It is essential to consider the broader implications of CRG owning a dominant stake. Such ownership concentration can lead to greater control over corporate decisions by CRG, potentially impacting the company's strategic direction. This can be beneficial if CRG's interests align with long-term growth and stability, but it may also pose risks if their priorities diverge from those of smaller shareholders.
For retail investors, understanding the impact of such ownership changes on corporate governance is crucial. High ownership concentration often leads to greater influence over major decisions, including mergers, acquisitions, or changes in business strategy. This could either stabilize the company or, conversely, introduce new risks if CRG decides to take actions that might not be in the best interest of all shareholders.
The amendment and restatement of the Series A and Series B Certificates of Designation to remove beneficial ownership limitations were critical procedural steps that enabled this conversion. This adjustment ensures that CRG could convert its preferred shares without any legal impediments related to ownership thresholds. Such changes are significant as they highlight a strategic agreement between T2 Biosystems and CRG to facilitate this restructuring.
For investors, understanding these legal adjustments is important as they indicate a concerted effort to streamline the equity structure and potentially pave the way for future strategic decisions. The removal of beneficial ownership limitations suggests a more flexible and responsive governance framework, which could be beneficial for strategic maneuvers in the future.
LEXINGTON, Mass., May 14, 2024 (GLOBE NEWSWIRE) -- T2 Biosystems, Inc. (NASDAQ:TTOO) (the “Company”), a leader in the rapid detection of sepsis-causing pathogens and antibiotic resistance genes, today announced that entities affiliated with CRG Servicing LLC (“CRG”) have converted Series A and Series B Convertible Preferred Stock to Common Stock.
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
As previously announced, on May 6, 2024, the Company converted
Also, as previously announced, on July 3, 2023, the Company converted
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. For more information, please visit www.t2biosystems.com.
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, statements regarding CRG’s ownership of the Company’s Common Stock, as well as statements that include the words “expect,” “intend,” “plan”, “believe”, “project”, “forecast”, “estimate,” “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) continue as a going concern; 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; or (iv) 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. 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
philip@gilmartinIR.com
415-937-5406
FAQ
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