T2 BIOSYSTEMS,INC. (NASDAQ:TTOO) Files An 8-K Entry into a Material Definitive Agreement

The Loan Agreement requires the Company to maintain cash and
cash equivalents of $5.0 million and, each year through 2022,
to meet certain 12-month and 24-month revenue thresholds (the
Minimum Required Revenue). In the event that the Company does
not meet the Minimum Required Revenue, then the Company can
satisfy the requirement by paying to the Lenders within ninety
days of the end of the respective calendar year an amount equal
to (x)two multiplied by the (y)Minimum Required Revenue minus
the Companys actual annual revenue, which amount shall prepay
the loans.

The Loan Agreement also contains customary affirmative and
negative covenants for a credit facility of this size and type,
including covenants that limit or restrict the Companys ability
to, among other things, incur indebtedness, grant liens, merge
or consolidate, dispose of assets, make investments, make
acquisitions, enter into transactions with affiliates,
terminate material agreements, pay dividends or make
distributions, license intellectual property rights on an
exclusive basis or repurchase stock, in each case subject to
customary exceptions.

The Loan Agreement includes customary events of default that
include, among other things, non-payment, inaccuracy of
representations and warranties, covenant breaches, a material
adverse change (as defined in the Loan Agreement), cross
default to material indebtedness or material agreements,
bankruptcy and insolvency, material judgments and a change of
control. The occurrence and continuance of an event of default
could result in the acceleration of the obligations under the
Loan Agreement. Under certain circumstances, a default interest
rate of an additional 4.00% per annum will apply at the
election of the Lenders on all outstanding obligations during
the occurrence and continuance of an event of default under the
Loan Agreement.

In connection with the initial borrowing made under the Loan
Agreement on December30, 2016, the Company issued to CRG and
certain of its affiliates (together, the CRG Warrant Parties)
four separate warrants to purchase a total of 528,958 shares of
the Companys common stock (the CRG Warrants). The CRG Warrants
are exercisable any time prior to December30, 2026 at a price
of $8.06 per share, with typical provisions for termination
upon a change of control or a sale of all or substantially all
of the assets of the Company. The exercise of the CRG Warrants
could have a dilutive effect to the Companys common stock to
the extent that the market price per share of the Companys
common stock, as measured under the terms of the CRG Warrants,
exceeds the exercise price of the CRG Warrants.

The foregoing summary is qualified in its entirety by reference
to the Loan Agreement, Security Agreement and CRG Warrants,
copies of which will be attached as exhibits to the Companys
Annual Report on Form10-K for the period ending December31,
2016. The Loan Agreement, Security Agreement and CRG Warrants
are not intended to be sources of factual, business or
operational information about the Company or its subsidiaries.
The representations, warranties and covenants contained in the
Loan Agreement, Security Agreement and CRG Warrants were made
only for purposes of such agreements and as of specific dates,
were solely for the benefit of the parties to such agreements,
and may be subject to limitations agreed upon by the parties,
including being qualified by disclosures for the purpose of
allocating contractual risk between the parties instead of
establishing matters as facts; and may be subject to standards
of materiality applicable to the contracting parties that
differ from those applicable to investors or security holders.
Accordingly, investors should not rely on the representations,
warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
the parties.

Item 1.02. Termination of a Material
Agreement.

The information set forth above in Item 1.01 relating to the
Prior Agreement and Note is incorporated herein by reference.

Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above with respect to
the Loan Agreement is incorporated herein by reference.

Item3.02 Unregistered Sale of Equity
Securities.

The information set forth in Item 1.01 above with respect to
the CRG Warrants is incorporated herein by reference.

The Company entered into the CRG Warrants with the CRG Warrant
Parties in reliance on the exemption from registration provided
by Section4(a)(2)of the Securities Act of 1933, as amended (the
Securities Act). The Company relied on this exemption from
registration based in part on representations made by the CRG
Warrant Parties. The CRG Warrants and the shares of the
Companys common stock issuable upon exercise of the CRG
Warrants, if any, have not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

Item 7.01 Regulation FD
Disclosure.

On January5, 2017, the Company issued a press release regarding
the Loan Agreement and certain agreements and transactions
related thereto. A copy of the press release is furnished as
Exhibit99.1 to this report. The information in Item 7.01 of
this Current Report on Form8-K and Exhibit99.1 attached hereto
shall not be deemed filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended, nor shall it be
deemed incorporated by reference in any filing under the
Securities Act, except as shall be expressly set forth by
specific reference in such filing.

Item9.01 Financial Statements and
Exhibits.

(d)Exhibits