T2 Biosystems, Inc. [TTOO] Filings

10-Q 1 ttoo-20240630.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36571

T2 Biosystems, Inc.

(Exact name of registrant as specified in its charter)


Delaware	20-4827488
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

101 Hartwell Avenue Lexington, Massachusetts	02421
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 761-4646

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, par value $0.001

    TTOO

    The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

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 of Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2024, the registrant had 17,479,954 shares of common stock outstanding.

T2 BIOSYSTEMS, INC.

TABLE OF CONTENTS


		Page

	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	1

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023	2

	Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended June 30, 2024 and 2023	3

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	5

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	46

Item 4.	Controls and Procedures	46

	PART II OTHER INFORMATION	48

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	49

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits, Financial Statement Schedules	50

SIGNATURES		52

PART I.

FINANCIAL INFORMATION

Item 1. Financial Statements

T2 BIOSYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)


	June 30, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	4,246		$	15,689
Accounts receivable, net		1,297			1,420
Inventories		5,169			4,819
Prepaid expenses and other current assets		2,284			3,261
Total current assets		12,996			25,189
Property and equipment, net		1,517			1,658
Operating lease right-of-use assets		6,656			7,395
Restricted cash		551			551
Other assets		1			4
Total assets	$	21,721		$	34,797
Liabilities and stockholders’ deficit
Current liabilities:
Notes payable to related party	$	11,787		$	41,284
Accounts payable		1,686			1,527
Accrued expenses and other current liabilities		4,276			4,905
Accrued final payment fee on Term Loan with related party		1,315			4,807
Operating lease liability		1,687			1,616
Derivative liability related to Term Loan with related party		424			1,554
Warrant liabilities		387			235
Deferred revenue		237			224
Total current liabilities		21,799			56,152
Operating lease liabilities, net of current portion		5,746			6,598
Deferred revenue, net of current portion		74			83
Total liabilities		27,619			62,833
Commitments and contingencies (see Note 14)

Stockholders’ deficit
Preferred stock, $0.001 par value; 10,000,000 shares authorized: Series B Convertible Preferred Stock, 0 shares designated on June 30, 2024, 0 and 93,297 shares issued and outstanding to related party on June 30, 2024 and December 31, 2023, respectively		—			—
Common stock, $0.001 par value; 400,000,000 shares authorized; 17,394,249 and 4,058,381 shares issued and outstanding on June 30, 2024 and December 31, 2023, respectively		17			4
Additional paid-in capital		600,878			556,256
Accumulated deficit		(606,793	)		(584,296	)
Total stockholders’ deficit		(5,898	)		(28,036	)
Total liabilities and stockholders’ deficit	$	21,721		$	34,797

See accompanying notes to condensed consolidated financial statements.

T2 BIOSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue:
Product revenue	$	1,952		$	1,964		$	4,013		$	3,619
Contribution revenue		—			—			—			423
Total revenue		1,952			1,964			4,013			4,042
Costs and expenses:
Cost of product revenue		2,693			4,869			6,895			8,864
Research and development		3,361			3,850			7,082			8,321
Selling, general and administrative		5,473			6,296			12,211			13,595
Total costs and expenses		11,527			15,015			26,188			30,780
Loss from operations		(9,575	)		(13,051	)		(22,175	)		(26,738	)
Other income (expense):
Interest expense to related party		(478	)		(1,541	)		(1,657	)		(3,063	)
Change in fair value of derivative related to Term Loan with related party		1,238			1,022			1,130			252
Change in fair value of warrant liabilities		(180	)		7,192			(152	)		5,888
Other, net		32			31			357			(651	)
Total other income (expense)		612			6,704			(322	)		2,426
Net loss	$	(8,963	)	$	(6,347	)	$	(22,497	)	$	(24,312	)
Net loss per share — basic and diluted	$	(0.64	)	$	(7.84	)	$	(2.34	)	$	(51.23	)
Weighted-average number of common shares used in computing net loss per share — basic and diluted		14,095,348			809,168			9,595,079			474,609

See accompanying notes to condensed consolidated financial statements.

T2 BIOSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands, except share data)

(Unaudited)


	Series B Convertible				Series A Convertible				Common				Additional					Accumulated Other		Total
	Preferred Stock				Preferred Stock				Stock				Paid-In		Accumulated			Comprehensive		Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Loss		Deficit
Balance on December 31, 2022		—	$	—		—	$	—		77,165	$	—	$	494,564	$	(534,219	)	$	—	$	(39,655	)
Stock-based compensation expense		—		—		—		—		—		—		1,833		—			—		1,833
Issuance of common stock from vesting of restricted stock, exercise of stock options and employee stock purchase plan		—		—		—		—		643		—		—		—			—		—
Issuance of common stock from secondary offering, net		—		—		—		—		6,528		—		930		—			—		930
Issuance of common stock and Pre-Funded Warrant from public offering, net		—		—		—		—		90,173		—		4,031		—			—		4,031
Issuance of common stock upon Common Stock Warrant cashless exercises		—		—		—		—		11,718		—		938		—			—		938
Issuance of common stock upon Pre-Funded Warrant exercises		—		—		—		—		17,406		—		2		—			—		2
Net loss		—		—		—		—		—		—		—		(17,965	)		—		(17,965	)
Balance on March 31, 2023		—	$	—		—	$	—		203,633	$	—	$	502,298	$	(552,184	)	$	—	$	(49,886	)
Stock-based compensation expense		—		—		—		—		—		—		913		—			—		913
Issuance of common stock from vesting of restricted stock, exercise of stock options and employee stock purchase plan		—		—		—		—		100		—		2		—			—		2
Issuance of common stock from secondary offering, net		—		—		—		—		2,146,055		2		18,383		—			—		18,385
Issuance of common stock upon Common Stock Warrant cashless exercises		—		—		—		—		65,127				510		—			—		510
Issuance of common stock upon Pre-Funded Warrant exercises		—		—		—		—		3,518		—		—		—			—		—
Net loss		—		—		—		—		—		—		—		(6,347	)		—		(6,347	)
Balance on June 30, 2023		—	$	—		—	$	—		2,418,433	$	2	$	522,106	$	(558,531	)	$	—	$	(36,423	)


	Series B Convertible					Series A Convertible					Common					Additional						Accumulated Other		Total
	Preferred Stock					Preferred Stock					Stock					Paid-In			Accumulated			Comprehensive		Stockholders’
	Shares			Amount		Shares			Amount		Shares			Amount		Capital			Deficit			Loss		Deficit
Balance on December 31, 2023		93,297		$	—		—		$	—		4,058,381		$	4	$	556,256		$	(584,296	)	$	—	$	(28,036	)
Stock-based compensation expense		—			—		—			—		—			—		1,595			—			—		1,595
Issuance of common stock from vesting of restricted stock, exercise of stock options and employee stock purchase plan		—			—		—			—		1,549			—		—			—			—		—
Surrender of shares for tax withholding		—			—		—			—		(288	)		—		(1	)		—			—		(1	)
Issuance of common stock from secondary offering, net		—			—		—			—		628,470			1		2,202			—			—		2,203
Conversion of Series B Convertible Preferred Stock into common stock by related party		(82,422	)		—		—			—		824,220			1		(1	)		—			—		—
Net loss		—			—		—			—		—			—		—			(13,534	)		—		(13,534	)
Balance on March 31, 2024		10,875		$	—		—		$	—		5,512,332		$	6	$	560,051		$	(597,830	)	$	—	$	(37,773	)
Stock-based compensation expense		—			—		—			—		—			—		208			—			—		208
Issuance of common stock from vesting of restricted stock, exercise of stock options and employee stock purchase plan		—			—		—			—		2,847			—		10			—			—		10
Issuance of common stock, Pre-Funded Warrants, and Series A and Series B Common Stock Warrants from private placement, net		—			—		—			—		1,700,000			2		7,267			—			—		7,269
Issuance of common stock upon Pre-Funded Warrant exercise		—			—		—			—		325,317			—		—			—			—		—
Issuance of common stock to related party		—			—		—			—		8,028,953			7		27,956			—			—		27,963
Issuance of Series A Convertible Preferred Stock to related party		—			—		17,160			—		—			—		5,388			—			—		5,388
Conversion of Series A and Series B Convertible Preferred Stock into common stock by related party		(10,875	)		—		(17,160	)		—		1,824,800			2		(2	)		—			—		—
Net loss		—			—		—			—		—			—		—			(8,963	)		—		(8,963	)
Balance on June 30, 2024		—		$	—		—		$	—		17,394,249		$	17	$	600,878		$	(606,793	)	$	—	$	(5,898	)

See accompanying notes to condensed consolidated financial statements.

T2 BIOSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(22,497	)	$	(24,312	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		126			523
Non-cash lease expense		739			653
Stock-based compensation expense		1,803			2,746
Change in fair value of derivative related to Term Loan with related party		(1,130	)		(252	)
Change in fair value of warrant liabilities		152			(5,888	)
Issuance costs related to Common Stock Warrants		—			682
Loss on disposal of property and equipment		21			3
Non-cash interest expense to related party		362			1,050
Changes in operating assets and liabilities:
Accounts receivable		123			814
Prepaid expenses and other assets		974			574
Inventories		(350	)		(374	)
Accounts payable		159			938
Accrued expenses and other liabilities		(629	)		(1,936	)
Deferred revenue		4			105
Operating lease liabilities		(781	)		(653	)
Net cash used in operating activities		(20,924	)		(25,327	)
Cash flows from investing activities
Purchases and manufacture of property and equipment		—			(153	)
Net cash used in investing activities		—			(153	)
Cash flows from financing activities
Payment of employee restricted stock tax withholdings		(1	)		—
Proceeds from issuance of shares from employee stock purchase plan and stock option exercises		10			2
Proceeds from public offering, net of issuance costs		—			10,918
Proceeds from private offering, net of issuance costs		7,269			—
Proceeds from secondary offering, net of issuance costs		2,203			19,315
Net cash provided by financing activities		9,481			30,235
Net change in cash, cash equivalents and restricted cash		(11,443	)		4,755
Cash, cash equivalents and restricted cash at beginning of period		16,240			11,880
Cash, cash equivalents and restricted cash at end of period	$	4,797		$	16,635


	Six Months Ended June 30,
	2024		2023
Reconciliation of cash, cash equivalents and restricted cash at end of period
Cash and cash equivalents	$	4,246	$	16,084
Restricted cash		551		551
Total cash, cash equivalents and restricted cash	$	4,797	$	16,635


	Six Months Ended June 30,
	2024		2023
Supplemental disclosures of cash flow information
Cash paid for interest to related party	$	1,677	$	2,005
Supplemental disclosures of noncash activities
Transfer of T2 owned instruments and components from invento

T2 Biosystems, Inc. [TTOO] Filings
10-Q	[2024-08-08]
10-Q	[2024-05-06]
S-1	[2024-04-22]
10-K	[2024-04-01]
10-Q	[2023-11-15]
10-Q	[2023-08-08]
10-Q	[2023-05-22]
10-K	[2023-03-31]
10-Q	[2022-11-14]
10-Q	[2022-08-16]
10-Q	[2022-05-12]
10-K	[2022-03-23]
10-Q	[2021-11-04]
10-Q	[2021-08-09]
10-Q	[2021-05-13]
10-K	[2021-03-31]
10-Q	[2020-11-05]
10-Q	[2020-08-12]
10-Q	[2020-05-11]
10-K	[2020-03-16]
10-Q	[2019-11-18]
10-Q	[2019-08-02]
10-Q	[2019-05-10]
10-K	[2019-03-14]
10-Q	[2018-11-01]
10-Q	[2018-08-02]
10-Q	[2018-05-08]
10-K	[2018-03-19]
10-Q	[2017-11-03]
10-Q	[2017-08-04]
10-Q	[2017-05-08]
10-K	[2017-03-15]
10-Q	[2016-11-08]
10-Q	[2016-08-08]
10-Q	[2016-05-09]
10-K	[2016-03-09]
10-Q	[2015-11-04]
10-Q	[2015-08-05]
10-Q	[2015-05-06]
10-K	[2015-03-04]
10-Q	[2014-11-05]
10-Q	[2014-09-19]
S-1	[2014-07-02]