PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant
to Rule 12b-25(b), the following should be completed. (Check box if appropriate).
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
T2 Biosystems, Inc. (the
“Company”) was unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2019 within the prescribed time period for the reasons described below.
As previously disclosed in the Company’s Current Report on Form 8-K filed on November 13, 2019 and the press
release furnished as Exhibit 99.1 to such Current Report, the Company was the target of a ransom cyberattack during the third quarter that affected certain of the Company’s information systems. The Company’s systems detected the attack and
the Company immediately took its systems offline and commenced secure restoration of its electronic data processing (“EDP”) environment, including its enterprise resource planning (“ERP”) systems. The Company has employed an
extensive process to confirm that the integrity of its confidential and proprietary information, financial systems and financial information was not compromised. As soon as it became aware of the attack, the Company immediately began an
investigation of the event, including the engagement of third party specialists in forensic investigation and data systems to assist with the investigation and remediation in order to understand the full implications of this event. The
Company’s information technology systems have recovered from the cyberattack, other than completing the process of inputting data in the ERP system, and the interruption caused by the attack did not materially affect the Company’s
operations. The Company did not pay a ransom and worked with the external forensics firm to determine that there was no evidence that customer or company data was exfiltrated. Nevertheless, the efforts to respond to the attack and to recover from
its impact have resulted in a delay in the completion of the Company’s financial statements for the third quarter. Additional time is required in order to input expense and other information into the ERP systems and to complete the review of
those financial statements by the Company’s independent auditors.
Forward-Looking Statements
This Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements contained in this filing that do not relate to matters of historical fact should be considered forward-looking statements. These statements include the Company’s expectations regarding its financial results disclosed in
its Current Report on Form 8-K filed on November 13, 2019 and the press release furnished as Exhibit 99.1 to such Current Report and the Company’s expectations that it will file its Form 10-Q within the time period prescribed by Rule 12b-25. These forward-looking statements are based on management’s current expectations.
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that may cause actual results to differ materially from
these forward-looking statements include, but are not limited to, the possibility that the ongoing review may identify errors in the Company’s financial statements and the Company will not be able to file its Form
10-Q within the time period prescribed by Rule 12b-25. Other important factors are discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, and our other reports filed with the Securities and Exchange Commission. Any such forward-looking