T2 Biosystems, Inc. (NASDAQ:TTOO) (the “Company”), a leader in the rapid detection of sepsis-causing pathogens and antibiotic resistance genes, today announced that the Company’s board of directors (the “Board”) has approved a reverse stock split of its common stock at a ratio of 1 post-split share for every 100 pre-split shares. The reverse stock split will become effective today, October 12, 2023. The Company’s common stock is expected to begin trading on a split-adjusted basis when the market opens on October 13, 2023 under the existing trading symbol, “TTOO.”
At the Company’s annual meeting of stockholders held on September 15, 2023, the Company’s stockholders representing approximately 64.15% of the votes cast by the holders of our Common Stock and Series A Preferred Stock on the reverse stock split proposal, voting together and counted as a single class, approved the reverse stock split with the final ratio to be determined by the Board from within a range of 1-50 to 1-150.
As a result of the reverse stock split, each 100 shares of the Company’s common stock outstanding and held of record by each stockholder of the Company will be automatically reclassified and combined into one validly issued, fully paid and non-assessable share of common stock, subject to the treatment of fractional shares as described below. The reverse stock split will not affect the number of authorized shares of the Company’s common stock or the par value of the common stock. Proportional adjustments will be made to the number of shares of common stock reserved for issuance under the Company’s equity incentive plans and the number of shares of common stock subject to outstanding warrants, Series B convertible preferred stock held by CRG Servicing LLC (“CRG”), and equity awards, as well as the applicable exercise price.
The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq Capital Market. The new CUSIP number for the Company’s common stock following the reverse stock split will be 89853L 302.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled to multiplied by the closing trading price per share of the Company’s common stock (as on a split-adjusted basis) on the Nasdaq Capital Market on October 11, 2023.
American Stock Transfer & Trust Company, LLC (“AST”), the Company’s transfer agent, will act as the exchange agent for the reverse stock split. Stockholders of record holding certificates representing pre-split shares of the Company’s common stock will receive a letter of transmittal from AST with instructions on how to surrender certificates representing pre-split shares. Stockholders should not send in their pre-split certificates until they receive a letter of transmittal from AST. Stockholders with book-entry shares or who hold their shares through a bank, broker or other nominee will not need to take any action. All stockholders of record who held pre-split shares will receive their post-split shares in book-entry form (unless specifically requested to be issued physical stock certificates) and will be receiving a statement from AST regarding their post-reverse stock split ownership interest.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement on Form DEF 14A filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2023 and as supplemented on September 12, 2023 (collectively, the “Proxy Statement”), which is available free of charge at the SEC’s website, www.sec.gov, and on the “Investors” section of the Company’s website at www.t2biosystems.com.
All stockholders of record may direct questions to the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, toll-free at (877) 248-6417 or at (718) 921-8317.
