| Item 7.01 | Regulation FD Disclosure. |
On July 31, 2023, T2 Biosystems, Inc. (the “Company”) issued a press release announcing the receipt of a letter from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Nasdaq had granted the Company’s request for an exception to the minimum bid price requirements under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and the market value of listed securities requirements under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”) until November 20, 2023.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
As previously disclosed, the Company received written notice from the Nasdaq indicating that the Company had failed to maintain compliance with the minimum bid requirement under the Bid Price Rule and the MVLS Rule. The Company appealed that determination pursuant to procedures set forth in the Nasdaq rules. The Company’s appeal was heard by a Nasdaq Hearings Panel (the “Panel”) on July 6, 2023.
On July 27, 2023, the Company received a letter from the Nasdaq notifying the Company that the Nasdaq had granted the Company’s request for an exception to the Bid Price Rule and the MVLS Rule until November 20, 2023. If the Company does not regain compliance with the Bid Price Rule and the MVLS Rule during the extension period, Nasdaq will provide written notification to the Company that its common stock will be delisted. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if at any time before November 20, 2023, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten consecutive business days or Rule 5550(b)(2) if at any time before November 20, 2023 the market value of the Company’s listed securities is equal to or greater than $35 million for a minimum of ten consecutive business days.
The Company intends to monitor the bid price of its common stock and the market value of its listed securities and consider available options, including effecting a reverse stock split, if its common stock does not trade at a level likely to result in the Company regaining compliance with Nasdaq’s minimum bid price rule by November 20, 2023.
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 about the Company’s ability to regain compliance with the listing requirements of the Nasdaq Capital Market, including its ability to effect a reverse share split, as well as statements that include the words “expect,” “intend,” “plan”, “believe”, “project”, “forecast”, “estimate,” “may,” “should,” “anticipate,” and similar statements of a future
