Attached files
| file | filename |
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| EX-23.1 - EX-23.1 - T2 Biosystems, Inc. | a14-10836_9ex23d1.htm |
| EX-5.1 - EX-5.1 - T2 Biosystems, Inc. | a14-10836_9ex5d1.htm |
As filed with the Securities and Exchange Commission on August 6, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T2 Biosystems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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8071 |
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20-4827488 |
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(State or other jurisdiction of |
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(Primary Standard Industrial |
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(I.R.S. Employer |
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incorporation or organization) |
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Classification Code Number) |
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Identification Number) |
101 Hartwell Avenue
Lexington, Massachusetts 02421
(781) 457-1200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John P. McDonough
President and Chief Executive Officer
T2 Biosystems, Inc.
101 Hartwell Avenue
Lexington, Massachusetts 02421
(781) 457-1200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Johan V. Brigham |
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Brent B. Siler |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-197193
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o |
Accelerated filer o |
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Non-accelerated filer (Do not check if a smaller reporting company) x |
Smaller reporting company o |
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of |
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Amount to be |
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Proposed |
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Proposed Maximum |
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Amount of |
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Common Stock, $0.001 par value per share |
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1,380,000 |
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$ |
11.00 |
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$ |
15,180,000 |
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$ |
1,955.18 |
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(1) |
Includes 180,000 shares that the underwriters have the option to purchase. |
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(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
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(3) |
In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (File No. 333-197193), is hereby registered. |
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(4) |
Calculated pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate offering price. The Registrant previously registered an aggregate of $78,200,000 of Common Stock on a Registration Statement on Form S-1 (File No. 333-197193), as amended, which was declared effective on August 6, 2014, and for which a filing fee of $10,073.00 was previously paid. |
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(5) |
The Registrant certifies to the Securities and Exchange Commission that it has instructed its bank to pay the Commission the filing fee set forth above for the additional securities being registered hereby by wire transfer as soon as practicable (but in any event no later than the close of business on August 7, 2014), that it will not revoke such instructions, and that it has sufficient funds in such account to cover the amount of such filing fee. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common stock, par value $0.001 per share, of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-197193), initially filed with the Commission by the Registrant on July 2, 2014 (as amended, the “Prior Registration Statement”), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Lexington, Commonwealth of Massachusetts, on this 6th day of August, 2014.
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T2 BIOSYSTEMS, INC. | |
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By: |
/S/ John P. McDonough |
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John P. McDonough |
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President and Chief Executive Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities held on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ JOHN P. MCDONOUGH |
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President, Chief Executive Officer and Director (principal executive officer) |
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August 6, 2014 |
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John McDonough |
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/s/ MARC R. JONES |
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Chief Financial Officer (principal financial and accounting officer) |
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August 6, 2014 |
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Marc R. Jones |
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* |
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Director |
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August 6, 2014 |
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Joshua Bilenker, M.D. |
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* |
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Director |
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August 6, 2014 |
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Thomas J. Carella |
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* |
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Director |
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August 6, 2014 |
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Michael J. Cima, Ph.D. |
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* |
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Director |
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August 6, 2014 |
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Alan Crane |
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Director |
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August 6, 2014 |
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John W. Cumming |
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Director |
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August 6, 2014 |
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David Elsbree |
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* |
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Director |
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August 6, 2014 |
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Stanley N. Lapidus |
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* |
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Director |
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August 6, 2014 |
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Harry W. Wilcox |
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*By: |
/S/ John P. McDonough |
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John P. McDonough | ||
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Attorney-in-fact | ||
EXHIBIT INDEX
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Exhibit |
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Description of Exhibit |
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1.1(1) |
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Form of Underwriting Agreement |
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5.1 |
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Opinion of Latham & Watkins LLP |
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23.1 |
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Consent of Ernst & Young LLP |
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23.2(2) |
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Consent of Latham & Watkins LLP |
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24.1(3) |
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Power of Attorney |
(1) Previously filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-197193), initially filed with the Securities and Exchange Commission on July 2, 2014 and incorporated by reference herein.
(2) Included in Exhibit 5.1.
(3) Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-197193), initially filed with the Securities and Exchange Commission on July 2, 2014 and incorporated by reference herein.