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T2 Biosystems, Inc. (NASDAQ:TTOO), a leader in the rapid detection of sepsis-causing pathogens and antibiotic resistance genes, today announced the entrance into a definitive agreement to convert $15 million of its term loan with entities affiliated with CRG Servicing LLC ("CRG") into T2 Biosystems equity upon stockholder approval.
On February 15, 2024, T2 Biosystems entered into a Securities Purchase Agreement with CRG to facilitate the debt conversion. Pursuant to the terms of the Securities Purchase Agreement, within 10 business days of receiving stockholder approval of the transaction, CRG will cancel $15 million of loans outstanding under the CRG Term Loan Agreement in exchange for the issuance of an aggregate of $15 million of shares of common stock at a price per share of the lower of (i) the average closing price of our common stock on Nasdaq for the five consecutive trading days immediately preceding the date of issuance and (ii) the closing price of our common stock on Nasdaq on the trading day immediately preceding the date of issuance; provided that in the event this would result in CRG beneficially owning more than 49.99% of the Company's outstanding shares of common stock (or in the case of one of the CRG entities, 9.99%, calculated without considering convertible securities held by CRG), the Company will issue shares of the newly designated Convertible Preferred Stock representing the excess above 49.99% or 9.99%, as applicable. CRG agreed to waive prepayment premiums and back-end fees associated with such principal amounts of loans exchanged for equity.
"We appreciate CRG's continued support of the Company as we work to advance the business and regain compliance with the Nasdaq listing requirements," said John Sperzel, Chairman and CEO at T2 Biosystems. "Equitizing another portion of the term loan strengthens our balance sheet at a time when the company has a number of important business catalysts ahead, including international distribution expansion, two recent FDA 510(k) clearances and one pending FDA 510(k) submission, and the expectation for double-digit product revenue growth."
This latest debt to equity conversion follows two recent amendments to the CRG Term Loan Agreement. In July 2023, CRG canceled $10.0 million of the Term Loan's principal in exchange for 483,457 shares of common stock and 93,297 shares of Series B Convertible Preferred Stock (with each share of Series B convertible into 10 shares of common stock). In October 2023, the CRG Term Loan Agreement was amended to extend the interest-only period and maturity date from December 30, 2024 to December 31, 2025 and to permanently reduce the minimum liquidity covenant from $5 million to $500,000.
Posted In: TTOO
