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T2 Biosystems | PRE 14A: Preliminary proxy statements relating to merger or acquisition

SEC announcement ·  Feb 15 16:54
Summary by Moomoo AI
T2 Biosystems, Inc., a medical diagnostic company, has announced a special meeting of stockholders to be held virtually on April 11, 2024. The primary agenda for the meeting is to seek approval for the conversion of debt to equity with CRG, a healthcare investment firm. This conversion involves the issuance of common stock or convertible preferred stock in exchange for the cancellation of $15 million of outstanding loans under a term loan agreement with CRG. The conversion price per share will be determined by the lower of the average closing price of T2 Biosystems' common stock on Nasdaq for the five consecutive trading days preceding the issuance or the closing price on the day before the issuance. If the conversion results in CRG owning more...Show More
T2 Biosystems, Inc., a medical diagnostic company, has announced a special meeting of stockholders to be held virtually on April 11, 2024. The primary agenda for the meeting is to seek approval for the conversion of debt to equity with CRG, a healthcare investment firm. This conversion involves the issuance of common stock or convertible preferred stock in exchange for the cancellation of $15 million of outstanding loans under a term loan agreement with CRG. The conversion price per share will be determined by the lower of the average closing price of T2 Biosystems' common stock on Nasdaq for the five consecutive trading days preceding the issuance or the closing price on the day before the issuance. If the conversion results in CRG owning more than 49.99% of T2 Biosystems' common stock, convertible preferred stock will be issued instead. The meeting will also address other business as may arise. Stockholders of record as of a yet-to-be-determined date will be entitled to vote. The proxy statement and related materials were distributed on March 1, 2024, to stockholders on the record date. The conversion is subject to stockholder approval due to Nasdaq Listing Rules, which require approval for transactions that may result in a change of control or the issuance of more than 19.99% of the company's outstanding common stock at a price below the Nasdaq Minimum Price. If stockholders do not approve the conversion, CRG will not be able to convert their debt into common stock if it results in ownership exceeding the Beneficial Ownership Limitation or if the conversion price is below the Nasdaq Minimum Price.
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