Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.
On February 10, 2025, the Nasdaq Stock Market LLC (“Nasdaq”) notified T2 Biosystems, Inc. (the “Company”) that the Nasdaq Hearings Panel (the “Panel”) has determined to delist the Company’s common stock and that trading of the Company’s common stock will be suspended at the open of trading on February 12, 2025.
As previously reported, the Company was in violation of the bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and the market value of listed securities requirement in Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with the terms of the previously imposed “Mandatory Panel Monitor” as that term is defined in Nasdaq Listing Rule 5815(d)(4)(B), the Nasdaq Listing Qualifications Staff (the “Staff”) issued a delist determination, which had previously been stayed as a result of the Company requesting a hearing.
The Company does not intend to pursue any further appeal of the delisting determination. The Company expects that Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s common stock from listing and registration on Nasdaq.
In the interim, the Company’s common stock is expected to begin trading under its current trading symbol (“TTOO”) on the OTC Markets system effective with the open of the markets on February 12, 2025. The Company plans to submit an application to the OTCQX for quotation of its common stock, and plans to continue to file its required periodic reports and other filings with the SEC. The Company can provide no assurance that its common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes of its common stock on this market, or whether the trading volume of its common stock will be sufficient to provide for an efficient trading market for existing and potential holders of its common stock.
Cautionary Statement Concerning Forward-Looking Statements
Statements in this Current Report that are not historical are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the delisting of the Company’s common stock from Nasdaq and trading in the common stock on the OTC Market system or the OTCQX Market, and the impact on the Company’s business operations. Forward-looking statements are based on the Company’s current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control, that could cause actual results to differ materially and adversely from any of these forward-looking statements. The Company cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this release include, but are not limited to: potential risks associated with trading on the OTC Market system or the OTCQX Market, including liquidity constraints and limited regulatory oversight; and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on April 1, 2024, as updated by any subsequent Quarterly Reports on Form 10-Q filed with the SEC, and our other filings with the SEC. These 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. Any such forward-looking statements represent management’s estimates as of the date of this Current Report on Form 8-K. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report on Form 8-K.
