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): July 22, 2021
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading
|
Name of each exchange
|
||
| Common stock, par value $0.001 per share | TTOO |
The Nasdaq Stock Market LLC (Nasdaq Global Market) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2021, John McDonough tendered his resignation as a director of T2 Biosystems, Inc. (the “Company”), effective July 23, 2021. Prior to his resignation, Mr. McDonough was a Class I director and Chairman of the Board of Directors (the “Board”).
Upon Mr. McDonough’s resignation, the Board appointed John Sperzel, the Company’s Chief Executive Officer and President, as Chairman of the Board.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 23, 2021, the Company held the adjourned portion of its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock from 200,000,000 to 400,000,000.
The Board previously approved the amendment to the Certificate of Incorporation and, on July 23, 2021, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were a total of 148,491,673 shares of the Company’s common stock, par value $0.001 per share, outstanding and entitled to vote, as of the April 28, 2021 record date. At the adjourned portion of the Annual Meeting, 93,097,649 shares of common stock were represented in person or by proxy; therefore, a quorum was present. The votes with respect to Proposal 1 (as more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 14, 2021, and the supplements thereto) is set forth below. Based on the following votes, Proposal 1 was approved.
Proposal 1: Approval to Amend the Company’s Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock of the Company from 200,000,000 to 400,000,000
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For: |
75,050,519 | |||
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Against: |
17,458,600 | |||
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Abstain: |
588,530 |
Item 8.01 Other Events
Based on an in silico analysis of SARS-CoV-2 sequences, we believe the T2SARS-CoV-2 assay will demonstrate the ability to detect all variants of interest, including the delta and lambda variants.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation of T2 Biosystems, Inc., dated July 23, 2021 | |
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document) | |
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: July 23, 2021 | T2 BIOSYSTEMS, INC. | |||||
| By: |
/s/ John Sprague |
|||||
| John Sprague | ||||||
| Chief Financial Officer | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
T2 BIOSYSTEMS, INC.
T2 Biosystems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows:
| FIRST: | That, the Board of Directors of the Company duly adopted resolutions by unanimous written consent in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, recommending and declaring advisable that the Restated Certificate of Incorporation of the Company be amended and that such amendments be submitted to the stockholders of the Corporation for their consideration, as follows: |
RESOLVED, that Article FOURTH of the Restated Certificate of Incorporation of the Corporation, as amended and/or restated to date, be amended and restated in its entirety to read as follows:
That, effective on the filing of this Certificate of Amendment of Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware, the total number of shares of capital stock which the Corporation shall have authority to issue is 410,000,000 shares consisting of (a) 400,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”) and (b) 10,000,000 shares of Preferred Stock, $0.001 par value per share (the “Preferred Stock”).”
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SECOND: |
That, at an annual meeting of stockholders of the Corporation, the aforesaid amendments were duly adopted by the stockholders of the Corporation. |
| THIRD: | That, the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer on this 23rd day of July, 2021.
| T2 BIOSYSTEMS, INC. | ||
| By: |
/s/ John Sperzel |
|
|
John Sperzel President & Chief Executive Officer |
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