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): ~~December 30, 2024~~

January 7, 2025

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~~I.R.S. Employer Identification Number)

101 Hartwell Avenue, Lexington, Massachusetts 02421

(Address of principal executive offices, ~~including~~and ~~Zip~~zip ~~Code~~code)

(781) 761-4646

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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:

Title of each class	~~TradingSymbol~~Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	TTOO	The Nasdaq Stock Market LLC (Nasdaq Capital Market)
		(The Nasdaq Capital 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 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

T2On ~~Biosystems, Inc. (the “Company’”) held its annual meeting of stockholders on December~~January 307, ~~2024 (the “Annual Meeting”). At the Annual Meeting~~2025, the Company’s ~~stockholders~~issued ~~approved~~a ~~the~~press ~~amendment~~release ~~and~~announcing ~~restatement~~its offinancial ~~the~~results ~~2014~~for ~~Incentive~~its ~~Award~~fiscal ~~Plan.~~quarter ~~The amendment~~ and ~~restatement~~full ~~was~~year ~~adopted~~ended ~~by the Company’s Board of Directors on November~~December 731, 2024~~, and became effective upon stockholder approval at the Annual Meeting~~. ~~The~~A ~~foregoing~~copy ~~amendment~~of ~~and restatement is described further in~~ the Company’s ~~definitive~~press ~~proxy~~release ~~statement~~is onfurnished ~~Schedule~~with ~~14A~~this ~~filed~~report ~~with~~as ~~the~~Exhibit U99.S1. ~~Securities and Exchange Commission (the “SEC”) on November 20, 2024 (the “Proxy Statement”) under “Proposal 2.”~~

OnIn ~~March 31,~~accordance ~~2024,~~with ~~the~~General ~~Company~~Instruction ~~entered~~B.2 ~~into~~of ~~letter~~Form ~~agreements~~8-K, ~~with~~the ~~its~~information ~~Chief~~in ~~Financial~~this ~~Officer,~~Item ~~John~~2.02 ~~Sprague~~ and ~~its~~Exhibit ~~General~~99.1 ~~Counsel,~~of ~~Michael~~this ~~Gibbs~~Current ~~that~~Report ~~provide~~on ~~for~~Form ~~the~~8-K ~~payment~~is ofbeing afurnished ~~retention~~and ~~bonus~~shall innot ~~the~~be ~~total~~deemed ~~aggregate amount of $80,000,~~ to be ~~paid~~“filed” infor ~~two~~purposes ~~installments~~ of ~~$40,000.~~Section 18 ~~The~~of ~~first~~the ~~installment,~~Securities inExchange ~~the~~Act ~~amount~~ of ~~$40~~1934,~~000,~~ ~~was~~as ~~paid in June 2024~~amended, ~~and~~or ~~the~~otherwise ~~second~~subject ~~installment,~~to in the ~~amount~~liabilities of ~~$40,000,~~that ~~was~~Section. ~~to be paid within five business days following November 15~~Furthermore, ~~2024.~~such ~~On November 13~~information, ~~2024,~~including ~~the~~Exhibit ~~letter~~99.1 ~~agreements~~attached ~~were amended so that the second installment~~hereto, inshall ~~the~~not ~~amount~~be ofdeemed ~~$40,000, was~~ to be ~~paid~~incorporated ~~within~~by ~~five~~reference ~~business~~in ~~days~~any ~~following~~filing ~~December 31,~~under ~~2024. On December 30, 2024,~~ the ~~letter~~Securities ~~agreements~~Act ~~were~~of ~~further amended so that the second installment was increased to $60~~1933,~~000~~ ~~and~~as ~~is to be paid within five business days following March 31~~amended, ~~2025.~~except ~~Each~~as ~~such~~expressly ~~installment~~stated ~~payment~~by isspecific ~~subject~~reference toin ~~the applicable executive’s continued employment through~~ such ~~payment~~a ~~date~~filing.

Item 58.~~07.~~01 ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

AtPreliminary ~~the~~Results Annual Meeting, stockholders holding and entitled to vote 15,810,290 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) held as of the close of business on November 5, 2024 (the “Record Date”) were present either by attendance via live webcast or by proxy. These stockholders represented approximately 77% of the voting power of the Common Stock issued and outstanding and entitled to vote and approximately 77% of the voting power of the capital stock issued and outstanding and entitled to vote, thereby constituting a quorum for the transaction of business at the Annual Meeting.

~~The~~On ~~following~~January 7, ~~are~~2025, the ~~final~~Company ~~voting~~reported ~~results for~~ the ~~proposals~~following ~~considered~~preliminary ~~and~~unaudited ~~voted~~fourth ~~upon~~quarter atand ~~the~~full ~~Annual~~year ~~Meeting.~~2024 ~~For~~financial ~~more~~and ~~information~~operational onresults: ~~the following proposals submitted to stockholders, see the Company’s definitive Proxy Statement.~~

~~Proposal~~• 1:Achieved ~~Election~~record product revenues of ~~Directors~~$2.3 million for the fourth quarter of 2024 and $8.3 million for the full-year 2024, representing increases of 37% and 23% respectively, compared to the prior year period, driven by record sepsis test sales.

Nominee	For		Withheld		Broker Non-Votes
Laura Adams		12,062,251		1,403,873		2,344,166
Robin Toft		12,055,721		1,410,403		2,344,166
Seymour Liebman		12,008,989		1,457,135		2,344,166

•

Executed contracts for 27 T2Dx^® Instruments in 2024, including 23 T2Dx Instruments for outside the U.S. and 4 T2Dx Instruments for the U.S.

~~Based~~• onEntered ~~the~~into ~~voting~~a ~~results~~multi-year ~~set~~exclusive ~~forth~~U.S. ~~above,~~agreement ~~each~~with ofCardinal ~~the~~Health ~~foregoing~~(NYSE: ~~nominees~~CAH), ~~for~~granting ~~Class I~~Cardinal ~~directors~~exclusive ~~was~~rights ~~elected~~ to ~~hold~~sell ~~office until~~ the ~~2027~~T2Dx ~~annual~~Instrument, ~~meeting~~the ofT2Bacteria ~~stockholders~~Panel, and ~~until~~the ~~his~~T2Candida® ~~or her successor is duly elected and qualified~~Panel, orthe ~~until~~only ~~his~~FDA-cleared orproducts ~~her~~able ~~earlier~~to ~~death,~~detect ~~resignation,~~sepsis-causing orpathogens ~~removal~~directly-from-blood.

~~Proposal~~• 2:Announced ~~Approval~~co-marketing ofcollaboration with Prxcision, to market the ~~Amendment~~Company’s ~~and~~rapid ~~Restatement~~direct-from-blood ofdiagnostics with Prxcision’s real-time AI-powered decision support platform to combat the ~~2014~~escalating ~~Incentive~~crisis ~~Award~~of ~~Plan~~antibiotic resistance.

For		Against		Abstain		Broker Non-Votes
11,714,962		1,734,410		16,752		2,344,166

•

Expanded international distribution network to include the Netherlands, Belgium, Qatar, Vietnam, Malaysia, and Indonesia, and re-entered Switzerland.

~~Based~~• onExtended ~~the~~multi-year ~~voting~~capital ~~results~~equipment ~~set~~supplier ~~forth~~agreement ~~above~~with Vizient, Inc., the ~~amendment~~largest ~~and~~member-driven ~~restatement~~health ofcare ~~the~~performance ~~2014~~improvement ~~Incentive~~company ~~Award~~in ~~Plan~~the ~~was~~US, ~~approved.~~through March 31, 2026.

~~Proposal~~• 3:Converted ~~Ratification~~$30 million of ~~Appointment~~the ofCompany’s ~~Independent~~term ~~Auditors~~loan with entities affiliated with CRG Servicing, LLC (“CRG”) into T2 Biosystems’ common stock, reducing the Company’s debt and quarterly interest payments by approximately 80% over the past year.

For		Against		Abstain
13,782,655		1,640,911		386,724

•

Cash and cash equivalents were $1.7 million as of December 31, 2024.

~~Based~~• onReceived ~~the~~FDA ~~voting~~510(k) ~~results~~clearance ~~set~~to ~~forth~~expand ~~above,~~ the ~~appointment~~pathogen ofdetection ~~BDO~~capabilities ~~USA,~~of ~~LLP as~~ the ~~Company’s~~FDA-cleared ~~independent~~T2Bacteria® ~~registered~~Panel ~~public~~to ~~accounting~~add ~~firm~~detection ~~for~~of ~~the~~Acinetobacter ~~fiscal year ending December 31, 2024 was duly ratified~~baumannii.

•

Received FDA 510(k) clearance to expand the use of the FDA-cleared T2Candida^® Panel to include pediatric testing.

•

Advanced the T2Resistance Panel toward U.S. FDA 510(k) submission, expected to occur during the first quarter of 2025.

•

Successfully defended against an opposition filed against a key patent for its direct-from-whole blood detection method in the European Union

•

Announced the publication of a new study highlighting the clinical benefits and performance of real-world use of the T2Resistance^® Panel in The Journal of Clinical Microbiology.

•

Announced plans to license the Company’s proprietary technology to expand its leadership in direct-from-whole-blood detection of sepsis-causing bacterial and fungal pathogens.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Press Release issued January 7, 2025

104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s revenue results, financial outlook, product demand, commitments or opportunities, and growth expectations or targets, as well as statements that include the words “expect,” “intend,” “plan”, “believe”, “project”, “forecast”, “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward looking nature. These forward-looking statements are based on management’s current expectations. The preliminary, estimated financial results for the fourth quarter and full year contained in this Current Report on Form 8-K contain forward-looking statements and are subject to the completion of management’s and the audit committee’s final reviews and our other financial closing procedures and are therefore subject to change. You should not place undue reliance on such preliminary information and estimates because they may prove to be materially inaccurate. The preliminary financial information and estimates included herein have not been reviewed or examined by our independent auditors and they are subject to revision as we prepare our financial statements as of and for the quarter and full year ended December 31, 2024, including all disclosures required by U.S. generally accepted accounting principles. While we believe that such preliminary information and estimates are based on reasonable assumptions, actual results may vary, and such variations may be material. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, (i) any inability to (a) realize anticipated benefits from commitments, contracts or products; (b) successfully execute strategic priorities; (c) bring products to market; (d) expand product usage or adoption; (e) obtain customer testimonials; (f) accurately predict growth assumptions; (g) realize anticipated revenues; (h) incur expected levels of operating expenses; or (i) increase the number of high-risk patients at customer facilities; (ii) failure of early data to predict eventual outcomes; (iii) failure to make or obtain anticipated FDA filings or clearances within expected time frames or at all; or (iv) the factors discussed under heading “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the period ended September 30, 2024, and other filings the company makes with Commission from time to time. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this

Current Report on Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, unless required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, no one should assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K.

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: January 3, 2025	T2 BIOSYSTEMS, INC.
Date: January 7, 2025	T2 BIOSYSTEMS, INC.
	By:	/s/ John Sprague
		John Sprague
	Name:	John Sprague
		Chief Financial Officer
	Title:	Chief Financial Officer

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