UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One) xx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 oo TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36571 T2 Biosystems, Inc.(Exact name of registrant as specified in its charter) Delaware20-4827488(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 101 Hartwell Avenue, Lexington, MA02421(Address of principal executive offices)(Zip code) Registrant’s telephone number, including area code: 781-457-1200 Securities registered pursuant to Section 12(b) of the Act Title of Each Class: Name of Each Exchange on which Registered:Common Stock, par value $0.001 per shareThe NASDAQ Stock Market LLC(NASDAQ Global Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended. YES o NO x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. YES o NO x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x As of June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s common stock was not listed for trading on any exchange orover-the-counter market and there was no established public market for the common stock. The common stock began trading on The NASDAQ Global Market on August 7, 2014. Asof December 31, 2014, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $170.7 million based on the closing price for thecommon stock of $19.24 on that date. Shares of common stock held by each executive officer, director, and their affiliated stockholders have been excluded from this calculation assuch persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the registrant’s common stock on March 2, 2015 was 20,125,635. The common stock is listed on the NASDAQ Global Market (trading symbol“TTOO”). DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year are incorporatedby reference into Part III of this report. TABLE OF CONTENTS PagePART I. Item 1.Business3 Item 1A.Risk Factors28 Item 1B.Unresolved Staff Comments55 Item 2.Properties55 Item 3.Legal Proceedings55 Item 4.Mine Safety Disclosures55 PART II. Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities56 Item 6.Selected Consolidated Financial Data58 Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations60 Item 7A.Quantitative and Qualitative Disclosures about Market Risk71 Item 8.Financial Statements and Supplementary Data72 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure96 Item 9A.Controls and Procedures96 Item 9B.Other Information96 PART III. Item 10.Directors, Executive Officers and Corporate Governance97 Item 11.Executive Compensation97 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters97 Item 13.Certain Relationships and Related Transactions, and Director Independence97 Item 14.Principal Accountant Fees and Services97 Item 15.Exhibits and Financial Statement Schedule98 1 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. Weintend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of theSecurities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. All statements other thanstatements of historical facts contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financialposition, business strategy, prospective products and product candidates, their expected performance and impact on healthcare costs, marketingauthorization from the U.S. Food and Drug Administration, or FDA, regulatory clearance, reimbursement for our product candidates, research anddevelopment costs, timing of regulatory filings, timing and likelihood of success, plans and objectives of management for future operations and futureresults of anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other importantfactors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievementsexpressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,”“intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similarexpressions. The forward-looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statementslargely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial conditionand results of operations. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number ofrisks, uncertainties and assumptions described under the sections in this Annual Report on Form 10-K entitled “Item 1A.—Risk Factors”. These forwardlooking statements are subject to numerous risks, including, without limitation, the following: · our expectation to incur losses in the future; · our ability to obtain marketing authorization from the FDA or regulatory clearance for new product candidates in the United States or anyother jurisdiction; · the market acceptance of our T2MR technology; · our ability to timely and successfully develop and commercialize our existing products and future product candidates; · the length of our anticipated sales cycle; · our ability to gain the support of leading hospitals and key thought leaders and publish the results of our clinical trials in peer-reviewedjournals; · our future capital needs and our need to raise additional funds; · the performance of our diagnostics; · our ability to successfully manage our growth; · our ability to compete in the highly competitive diagnostics market; · our ability to protect and enforce our intellectual property rights, including our trade secret-protected proprietary rights in T2MR; and · federal, state, and foreign regulatory requirements, including FDA regulation of our product candidates. 2 These forward-looking statements represent our estimates and assumptions only as of the date of this Annual Report on Form 10-K. Unless requiredby U.S. federal securities laws, we do not intend to update any of these forward-looking statements to reflect circumstances or events that occur after thestatement is made or to conform these statements to actual results. The following discussion should be read in conjunction with the financial statements andnotes thereto appearing elsewhere in this Annual Report on Form 10-K. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statementsand related notes thereto included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or setforth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business and related financing,includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Item 1A.—RiskFactors” section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. PART I. Item 1. BUSINESS Overview We are an in vitro diagnostics company that has developed an innovative and proprietary technology platform that offers a rapid, sensitive andsimple alternative to existing diagnostic methodologies. We are using our T2 Magnetic Resonance platform, or T2MR, to develop a broad set of applicationsaimed at lowering mortality rates, improving patient outcomes and reducing the cost of healthcare by helping medical professionals make targeted treatmentdecisions earlier. T2MR enables rapid detection of pathogens, biomarkers and other abnormalities in a variety of unpurified patient sample types, includingwhole blood, plasma, serum, saliva, sputum and urine, and can detect cellular targets at limits of detection as low as one colony forming unit per milliliter, orCFU/mL. Our initial development efforts utilizing T2MR target sepsis, hemostasis, and Lyme disease, which are areas of significant unmet medical need inwhich existing therapies could be more effective with improved diagnostics. On September 22, 2014, we received market authorization from the U.S. Food and Drug Administration, or the FDA, for our first two products, theT2Dx Instrument and the T2Candida Panel, which have the ability to rapidly identify the five clinically relevant species of Candida, a fungal pathogenknown to cause sepsis. We began the process to commercialize these products in the fourth quarter of 2014 and anticipate our first sales in 2015. Our next three diagnostic applications are called T2Bacteria, T2HemoStat, and T2Lyme, which are focused on bacterial sepsis infections,hemostasis, and Lyme disease, respectively. We plan to initiate clinical trials in the second half of 2015 for T2Bacteria and in 2016 for T2HemoStat. Weexpect that existing reimbursement codes will support our sepsis, hemostasis and Lyme disease product candidates, and that the anticipated economicsavings associated with our sepsis products will be realized directly by hospitals. Sepsis is one of the leading causes of death in the United States and the most expensive hospital-treated condition. Most commonly afflictingimmunocompromised, critical care and elderly patients, sepsis is a severe inflammatory response to a bacterial or fungal infection with a mortality rate ofapproximately 30%. According to data published by the U.S. Department of Health and Human Services for 2011, the cost of sepsis is over $20 billion in theUnited States, or approximately 5% of the total aggregate costs associated with domestic hospital stays. Sepsis is typically caused by one or more of fiveCandida species or over 25 bacterial pathogens, and effective treatment requires the early detection and identification of these specific target pathogens in apatient’s bloodstream. Today, sepsis is typically diagnosed through a series of blood cultures followed by post-blood culture species identification. Thismethod has substantial diagnostic limitations that lead to a delay of up to several days in administration of targeted treatment and the incurrence ofunnecessary hospital expense. Without the ability to rapidly identify pathogens, physicians typically start treatment of at-risk patients with broad-spectrumantibiotics, which can be ineffective and unnecessary and have contributed to the spread of antimicrobial resistance. According to a study published byCritical Care Medicine in 2006, in sepsis patients with documented hypotension, administration of effective antimicrobial therapy within the first hour ofdetection was associated with a survival rate of 79.9% and, over the ensuing six hours, each hour of delay in initiation of treatment was associated with anaverage decrease in survival of 7.6%. 3 We believe our sepsis products will redefine the standard of care in sepsis management while lowering healthcare costs by improving both theprecision and the speed of detection of sepsis-causing pathogens. According to a study published in the Journal of Clinical Microbiology in 2010, targetedtherapy for patients with bloodstream infections can be delayed up to 72 hours due to the wait time for blood culture results, leading to the conclusion thatmore-rapid identification of the causative organism would be highly desirable to facilitate targeted treatment in the critical phase of septic illness. In anotherstudy published in Clinical Infectious Diseases in 2012, the delayed administration of appropriate anti-fungal therapy was associated with higher mortalityamong patients with septic shock attributed to Candida infection and, on that basis, the study stated that more rapid and accurate diagnostic techniquesappear to be needed. Our pivotal clinical trial demonstrated that T2Candida can deliver actionable results as fast as three hours, with an average time to resultduring the trial of 4.2 hours, rather than the two to five or more days typically required for blood-culture-based diagnostics, which we believe will enablephysicians to make treatment decisions and administer targeted treatment to patients on an accelerated basis. We believe that T2Bacteria will also deliveractionable results within these timeframes because this diagnostic panel is designed to run on the same instrument as T2Candida. Candida has an average mortality rate of approximately 40%, and according to a study published in Antimicrobial Agents and Chemotherapy in2010, this mortality rate can be reduced to 11% with the initiation of targeted therapy within 12 hours of presentation of symptoms. In a study published inthe American Journal of Respiratory and Critical Care Medicine in 2009, providing targeted antifungal therapy within 24 hours of the presentation ofsymptoms decreased the average cost of care by approximately $30,000 per patient. We expect the anticipated economic savings associated with our sepsisproducts will be realized directly by hospitals, as the diagnosis and treatment of sepsis patients in the United States in a hospital inpatient setting is currentlyreimbursed on an inpatient basis under existing diagnosis-related group, or DRG, codes. These codes provide hospitals with a fixed-sum reimbursement forall items and services provided to the patient during a single hospitalization. Therefore, we do not believe we will need to seek new reimbursement codes forour sepsis products. Another significant unmet clinical need that we believe can be addressed by T2MR is the timely diagnosis and management of impaired hemostasis,which is a potentially life-threatening condition in which a patient is unable to promote the formation of blood clots to stabilize excessive bleeding. Forcritical trauma patients with impaired hemostasis, diagnostic results are typically required in fewer than 45 minutes to aid clinicians in making the mosteffective treatment decisions. The need for rapid diagnosis is not met by current diagnostic methods, which typically involve multiple instruments and cantake hours to process a patient specimen. As a result, physicians often make critical decisions for treatment of impaired hemostasis with limited or nodiagnostic data. We believe that T2MR can also address the significant unmet need associated with Lyme disease, a tick-borne illness that can cause prolongedneurological disease and musculoskeletal disease. For patients with Lyme disease, early diagnosis and appropriate treatment significantly reduces both thelikelihood of developing neurological and musculoskeletal disorders, as well as the significant costs associated with treating these complications. Multiplediagnostic methods are used to test for Lyme disease today, which are labor-intensive, can take weeks to process, and are subject to high false negative ratesdue to their inability to detect the disease. Because of these limitations, patients are frequently misdiagnosed or are delayed in the diagnosis of this disease. We believe our combined initial annual addressable market opportunity for sepsis, hemostasis, and Lyme disease is over $3.7 billion in the UnitedStates alone, when the market opportunity for T2Candida, T2Bacteria, T2Lyme and our initial hemostasis diagnostic panel is combined. Within the sepsismarket in the United States, we estimate that there are approximately 6.75 million critical care and immunocompromised patients who present with symptomsand are at high risk for a bloodstream infection who would be appropriate to be tested by our T2Candida Panel. These patients, along with approximately twomillion additional patients who receive treatment in the emergency room setting, are also highly susceptible to bacterial infections, for a total ofapproximately 8.75 million patients who would be appropriate to be tested by our T2Bacteria Panel. Within the hemostasis market, for trauma alone, there areover ten million patients in the United States annually who present with symptoms of impaired hemostasis. These patients often require rapid and frequenthemostasis assessments to determine the presence and severity of abnormal coagulation, or blood clotting. Within the Lyme disease market in the UnitedStates, the CDC estimates that the number of patients who present with symptoms is approximately 360,000 and that there are approximately 3.4 million testsrun each year in an effort to diagnose Lyme disease, each of whom we believe may be appropriate to be tested with our T2Lyme panel. 4 Our Strategy T2MR enables rapid and sensitive direct detection of a range of targets, and we believe it can be used in a variety of diagnostic applications that willimprove patient outcomes and reduce healthcare costs. Our objective is to establish T2MR as a standard of care for clinical diagnostics. To achieve thisobjective, our strategy is to: · Drive Commercial Adoption of Our Sepsis Products by Demonstrating Their Value to Physicians, Laboratory Directors and Hospitals. Weexpect our sepsis products to meaningfully improve patient outcomes while reducing costs to hospitals. We have established a targeted, directsales force in the United States, which is initially focused on educating physicians and demonstrating our clinical and economic valueproposition to hospitals that have the highest populations of at-risk critical care and immunocompromised patients. We believe a sustainedfocus on these hospitals will drive adoption of T2Dx, T2Candida and future T2MR-based diagnostics. As a part of this effort, we will continueto work with thought leaders, conduct clinical and health economic studies and seek publication and presentation of these studies. · Establish a Recurring, Consumables-Based Business Model. We are pursuing a consumables-based business model for our products bysecuring placements of our T2Dx instrument at hospitals and driving utilization of our diagnostic panels starting with T2Candida. We believethis strategy will foster a sustainable and predictable business model with recurring revenue streams. · Broaden Our Addressable Markets in Infectious Disease and Hemostasis. Our product development pipeline includes additional instrumentsand diagnostic panels that provide near-term and complementary market expansion opportunities. Our next sepsis product candidate will focuson bacterial infections, will run on T2Dx and is expected to address the same high-risk patients as T2Candida, while also expanding our reachto a new patient population at increased risk for bacterial sepsis infections. We also are utilizing T2MR to address the challenges of providingrapid hemostasis monitoring, along with rapid and sensitive diagnosis of Lyme disease. We expect to initiate pivotal clinical trials for ourbacterial diagnostic panel, T2Bacteria in 2015 and our hemostasis instrument and diagnostic panel, T2Stat and T2HemoStat, in 2016,respectively. We are targeting to commercialize these product candidates after obtaining marketing authorization or regulatory clearance. · Broaden Our Addressable Markets Beyond Infectious Disease and Hemostasis. We intend to expand our product offerings by applying T2MRto new applications beyond sepsis, hemostasis and Lyme disease. We plan to conduct internal development and to work with thought leaders,physicians, clinical researchers and business development partners to pursue new applications for T2MR. We believe the benefits of ourproprietary technology, including the ability to rapidly and directly detect a broad range of targets, in a wide variety of sample types, will havepotential applications within and outside of the in vitro diagnostics market, including environmental, food safety, industrial and veterinaryapplications. For example, we have recently entered into a joint collaboration with Canon U.S. Life Sciences to develop a novel test panel torapidly detect Lyme disease. The test panel will be developed using our T2MR technology applied for the direct detection of bacteriaassociated with Lyme disease. · Drive International Expansion. We plan to commercialize our current products and product candidates in European and other internationalmarkets, and we have initiated a clinical study in Europe for the T2Candida Panel and T2Dx Instrument. We are in the process of developingdistribution and commercialization strategies for these markets, and we have recently received CE marking for our T2Candida Panel and T2DxInstrument. Our Technology Platform T2 Magnetic Resonance Platform Overview We have built an innovative and proprietary technology platform that offers a rapid, sensitive and simple alternative to existing diagnosticmethodologies. T2MR is a miniaturized, magnetic resonance-based approach that measures how water molecules react in the presence of magnetic fields. Ourproprietary platform is capable of detecting a variety of targets, including: · molecular targets, such as DNA; · immunodiagnostics, such as proteins; and 5 · a broad range of hemostasis measurements. For molecular and immunodiagnostics targets, T2MR utilizes advances in the field of nanotechnology by deploying particles with magneticproperties that enhance the magnetic resonance signals of specific targets. When particles coated with target-specific binding agents are added to a samplecontaining the target, the particles bind to and cluster around the target. This clustering changes the microscopic environment of water in that sample, whichin turn alters the magnetic resonance signal, or the T2 relaxation signal that we measure, indicating the presence of the target. For hemostasis measurements, particles are not required because T2MR is highly sensitive to changes in viscosity in a blood sample, such as clotformation, stabilization or dissipation, which changes the T2 relaxation signal. This enables the rapid identification of clinically relevant hemostasischanges. We also believe T2MR is the first technology that can rapidly and accurately detect the presence of molecular targets within samples without theneed for time- and labor-intensive purification or extraction of target molecules from the sample, such as that required by traditional polymerase chainreaction, or PCR, where 90% or more of the target can be lost. We can eliminate these steps because the T2 relaxation signal is not compromised or disruptedby the sample background, even the highly complex sample background that is present after a target amplification process, such as thermocycling. Thisenables T2MR’s low limit of detection, such as 1 CFU/mL, compared to the 100 to 1,000 CFU/mL typically required for PCR-based methods. Over 100studies published in peer-reviewed journals have featured T2MR in a breadth of applications, including the direct detection and measurement of targets invarious sample types, such as whole blood, plasma, serum, saliva, sputum and urine. We believe the potential applications for T2MR extend within andoutside of the in vitro diagnostics market, including environmental, food safety, industrial and veterinary applications. Our Instruments Utilizing T2MR, we have developed and received FDA marketing authorization for the T2Dx, a bench-top instrument for sepsis, Lyme disease, andother applications, and we are developing T2Stat, a compact, fully integrated instrument for hemostasis applications. T2Dx T2Dx is an easy-to-use, bench-top instrument that is capable of running a broad range of diagnostic tests and is fully automated from patient sampleinput to result, eliminating the need for manual work flow steps such as pipetting that can introduce risks of cross-contamination. To perform a diagnostictest, the patient sample tube is snapped onto our disposable test cartridge, which is pre-loaded with all necessary reagents. The cartridge is then inserted intoT2Dx, which automatically processes the sample and then delivers a diagnostic test result. The initial panels designed to run on T2Dx are T2Candida and T2Bacteria, which are focused on identifying life-threatening pathogens associatedwith sepsis. In 2014 we received FDA marketing authorization for T2Dx and T2Candida, and expect to initiate pivotal clinical trials for T2Bacteria in thesecond half of 2015. T2Lyme, which is in development, will also run on T2Dx. 6 T2Stat We are also applying T2MR to develop T2Stat, which we believe will be the first compact, fully integrated instrument capable of rapidly providingcomprehensive hemostasis measurements. T2Stat will run our T2HemoStat panel, which includes a broad set of hemostasis measurements, including plateletfunction, clotting time and clot degradation, also known as fibrinolysis. We expect to initiate a pivotal clinical trial for T2Stat and T2HemoStat in 2016. Sepsis Overview Sepsis is an illness in which the body has a severe, inflammatory response to a bacterial or fungal infection. It is a life-threatening condition to whichindividuals with weakened immune systems or chronic illnesses are highly susceptible. Sepsis can lead to shock and organ failure, and is a leading cause ofdeath in the United States with a mortality rate of approximately 30%, almost double the mortality rate of acute myocardial infarction, or heart attack. Oneout of every two hospital deaths in the United States is attributable to sepsis. In 2013, the U.S. Department of Health and Human Services reported that sepsis is the most expensive hospital-treated condition in the UnitedStates, with an economic burden to hospitals exceeding $20 billion annually, almost double that of acute myocardial infarction. The high cost of treatingsepsis is primarily driven by the extended hospitalization of patients. We believe there are many effective, targeted therapeutic choices that could reduceoverall hospitalization costs if applied earlier, but clinicians need to more rapidly identify the specific sepsis-causing pathogens in order to make moreinformed, targeted treatment decisions. Today, the diagnostic standard to identify these pathogens is blood culture-based, despite typically requiring two tofive days to generate results. The following table reflects key statistics from the 2013 U.S. Department of Health and Human Services study regarding the five most expensivehospital-treated conditions: Rank Condition U.S. hospitalcosts(in billions) Percentageof totalinpatient costs 1Sepsis$20.35.2%2Osteoarthritis14.83.83Complication of device, implant or graft12.93.34Liveborn12.43.25Acute myocardial infarction (heart attack)11.53.0 Over 1.6 million individuals are diagnosed with sepsis each year, 1.35 million of whom are at high risk for infection due to their suppressed immunesystem or their presence in critical care units. Virtually all of these patients are rapidly treated with broad-spectrum antibiotic drugs because there is nodiagnostic manner for determining the type of infection. Of these 1.35 million patients with sepsis and at high risk for infection, approximately 40% do notrespond to broad-spectrum antibiotic treatment. Of these patients that are non-responsive, approximately 25% of them have a Candida infection, with theremaining patients having a bacterial infection. Broad-spectrum antibiotics do not treat these Candida and bacterial infections as more targeted drugs arerequired. We estimate that approximately 15 million patients are tested for blood stream infections in the United States annually. Of these, approximately 6.75million are at high risk for a Candida infection and an additional two million, or approximately 8.75 million, in total are at high risk for a bacterial infection.We believe that our sepsis products have the potential to enable clinicians to make earlier therapeutic decisions that can reduce the mortality rate for sepsisby over 50% and save the hospitals an estimated $12 billion annually by testing all high risk patients with T2Candida and T2Bacteria. There is also a significant market opportunity outside the United States for improved sepsis diagnosis, as this disease burdens other countries withsimilarly high mortality rates and high costs. Each year, over 18 million cases of sepsis are diagnosed worldwide, with estimated mortalities exceeding fivemillion patients, making it a leading cause of death worldwide. 7 Limitations of Traditional In Vitro Diagnostics for Sepsis The current standard for identifying bloodstream infections that cause sepsis requires a series of lengthy and labor-intensive analyses that begin withblood culture. Completing a blood culture requires a large volume of a patient’s blood, typically 20 mLs or more, which is obtained in two 10 mL draws andplaced into two blood culture bottles containing nutrients formulated to grow fungi and bacteria. Before blood culture indicates if a patient is infected,pathogens typically must reach a concentration of 1,000,000 to 100,000,000 CFU/mL. This growth process typically takes two to five days because thepathogen’s initial concentration in the blood specimen is often less than 10 CFU/mL. A negative test result always requires a minimum of five days. Apositive blood culture typically means that some pathogen is present, but additional steps must be performed to identify the specific pathogen in order toprovide targeted therapy. These additional steps, which typically must be performed by a highly trained technician, may involve any of (i) a stainingprocedure for inspection on a microscope slide, (ii) PCR amplification and (iii) mass spectrometry. These steps require a preceding positive blood culturespecimen because they need a high concentration of cells generated by the blood culture process for analysis. For PCR-based diagnostics, there is a requirement for extraction of target cells from the sample into a clear solution, where 90% or more of the cellscan be lost. Extraction into a clear solution is needed because existing diagnostic detection methods cannot detect the targeted pathogen due to the complexbackground of the sample itself. While PCR amplifies the target signal, this loss of target cells impairs the ability to detect, resulting in typical limits ofdetection of 100 to 1,000 CFU/mL, which is insufficient for species-specific sepsis diagnostics. Blood culture-based diagnostics have substantial limitations, including: · Time to Result Delays Targeted Treatment. Blood culture-based diagnostics typically require a minimum of two and as many as five or moredays to identify a pathogen species, and blood culture always requires at least five days to generate a negative test result. · Antimicrobial Therapy Can Cause False Negative Results. Antimicrobial therapies may be administered to a patient prior to taking a bloodsample. As a result, the therapeutic agent is contained in the blood sample and its ability to stop or slow the growth of pathogens can delay orcompletely inhibit the growth of the pathogen during the blood culture process leading to time delays in detection or false negative results. · Slow-Growing Pathogens Can Cause False Negative Results. Some sepsis pathogens grow slowly or not at all and can require up to five ormore days to reach sufficient concentrations to be detected by blood culture-based diagnostics. Blood culture procedures are typically stoppedafter five days and declared negative. Often, pathogens that grow too slowly are not detected by blood culture during this time frame, leading toa false negative diagnosis. For example, C. glabrata, one of the most lethal species of Candida due to its growing resistance to antifungaltherapy, often requires more than five days of growth to reach a detectable concentration, and therefore is frequently undetected by bloodculture. · Labor-Intensive Workflow Increases Costs and May Delay Targeted Treatment. Blood culture is only the first step in identifying apathogen that causes sepsis. After a blood culture is determined to be positive, highly trained technicians are required to perform multiple post-culture procedures on the blood culture specimen to identify the specific pathogen. These additional procedures can be expensive and time-consuming and may delay targeted treatment. Given the typical two- to five-day time to result for blood culture-based diagnostics, the first therapy for a patient at risk of sepsis is often broad-spectrum antibiotics, which treat some but not all bacteria types and do not address fungal infections. Some physicians may use first-line, antifungal therapyfor patients at very high risk for fungal infection, or use antifungal therapy if the patient is not responding to broad-spectrum antibiotics while they are stillawaiting the blood culture-based result. This therapeutic approach may still not treat the growing number of patients infected with the antimicrobial-resistantspecies nor may it be the best choice, as the type of therapy is dependent on the specific pathogen causing the infection, which is unknown. This inefficient therapeutic approach has resulted in unnecessary treatment of a significant number of high-risk patients with expensive and oftentoxic therapies that can worsen a patient’s condition. Such treatments may extend for many days while clinicians await blood culture-based diagnosticresults. The overuse of ineffective, or even unnecessary, antimicrobial therapy is also the driving force behind the spread of antimicrobial-resistant pathogens,which the U.S. Centers for Disease Control and Prevention, or the CDC, recently called “one of our most serious health threats.” The CDC has 8 specifically noted increasing incidence of Candida infections due to azole- and echinocandin-resistant strains and considers it a “serious” threat level.According to the CDC, at least two million people in the United States acquire serious infections each year that are resistant to one or more of theantimicrobial therapies used to treat these patients. At least 23,000 of these people are estimated to die as a direct result of the resistant infections and manymore may die from other conditions that are complicated by a resistant infection. Further, antimicrobial-resistant infections add considerable and avoidablecosts to the already overburdened U.S. healthcare system, with the total economic cost estimated to be as high as $20 billion in excess of direct healthcarecosts, with additional costs to society as high as $35 billion, due to lost productivity. Our Solution T2MR delivers what we believe no other technology currently available can: a rapid, sensitive and simple diagnostic platform that enables sepsisapplications, including T2Candida and T2Bacteria, that can identify specific sepsis pathogens directly from an unpurified blood sample in hours instead ofdays at a level of accuracy equal to or better than blood culture-based diagnostics. We believe T2MR sepsis applications provide a pathway for more rapidand targeted treatment of infections, potentially reducing the mortality rate by as much as 75% if a patient is treated within 12 hours of suspicion of infectionand significantly reducing the cost burden of sepsis. Each year, approximately 500,000 patients in the United States die from sepsis. According to a studypublished by Critical Care Medicine in 2006, in sepsis patients with documented hypotension, administration of effective antimicrobial therapy within thefirst hour of detection was associated with a survival rate of 79.9% and, over the ensuing six hours, each hour of delay in initiation of treatment wasassociated with an average decrease in survival of 7.6%; the survival rate for septic patients who remained untreated for greater than 36 hours wasapproximately 5%. We believe T2MR sepsis applications address a significant unmet need in in vitro diagnostics by providing: · Limits of Detection as Low as 1 CFU/mL. T2MR is the only technology currently available that can enable identification of sepsis pathogensdirectly from a patient’s blood sample at limits of detection as low as 1 CFU/mL. · Rapid and Specific Results As Fast As Three Hours. T2MR is the only technology that can enable species-specific results for pathogensassociated with sepsis, directly from a patient’s blood sample, without the need for blood culture, to deliver actionable results as fast as threehours. · Accurate Results Even in the Presence of Antimicrobial Therapy. T2MR is the only technology that can reliably detect pathogens associatedwith sepsis, including slow-growing pathogens, such as C. glabrata, directly from a patient’s blood sample, even in the presence of anantimicrobial therapy. · Easy-to-Use Platform. T2MR eliminates the need for sample purification or extraction of target pathogens, enabling sample- to-resultinstruments that can be operated on-site by hospital staff, without the need for highly skilled technicians. Our first FDA authorized products, T2Dx and T2Candida, focus on the most lethal form of common blood stream infections that cause sepsis,Candida, which has an average mortality rate of approximately 40%, and according to a 2005 report published in Antimicrobial Agents and Chemotherapy,this high mortality rate can be reduced to 11% with the initiation of targeted therapy within 12 hours of presentation of symptoms. Currently, a typicalpatient with a Candida infection averages 40 days in the hospital, including nine days in intensive care, resulting in an average cost per hospital stay of over$130,000 per patient. In a study published in the American Journal of Respiratory and Critical Care Medicine in 2009, providing targeted antifungaltherapy within 24 hours of the presentation of symptoms decreased the length of hospital stay by approximately ten days and decreased the average cost ofcare by approximately $30,000 per patient. In addition, many hospitals initiate antifungal drugs, such as Caspofungin or Micafungin, while waiting for bloodculture-based diagnostic results. We estimate this practice costs approximately $500 per patient and is currently in use for over 40% of high-risk patients onaverage and for all high-risk patients in some hospitals. A negative result from T2Candida can provide timely data allowing physicians to avoid unnecessaryantifungal treatment and potentially reduce the treatment cost further. We believe that by identifying the specific species of Candida, physicians can administer the most effective therapy, which will significantlyimprove patient outcomes and reduce hospital costs. We further believe that the adoption of T2Dx and T2Candida can decrease both the high mortality rateand excessive costs of Candida infections because these products can enable clinicians to make earlier and more informed decisions by providing positivetest results to direct therapy and negative test results to reduce the use of antifungal drugs. 9 We surveyed 111 decision-makers involved with laboratory purchasing, including laboratory directors, hospital administrators and infectiousdisease physicians, in a web-based survey to seek their views on acceptable pricing for T2Candida in exchange for an honorarium. Based on the survey, webelieve that with 90% sensitivity, 95% specificity and a cost savings of $650 per tested patient, T2Candida would be adopted by nearly 50% of physicians ata selling price of $200 per test. However, we expect that cost savings will be $800 per patient and we observed overall sensitivity of 91.1% and specificity of99.4% in our direcT2 clinical trial described below. Additionally, in this survey, 95% of laboratory directors and hospital administrators, along with 89% ofinfectious disease physicians, either “strongly agreed” or “agreed” that initiating appropriate antifungal therapy within 12 hours of the patient presentingwith symptoms would be likely to provide the following benefits: · reduction in the mortality rate from an average of 40% to approximately 10% for candidemia patients; · direct cost-savings as a result of an average of nine fewer days of hospitalization for each candidemia patient, including two fewer days of stayin the intensive care unit; and · a meaningful decrease in antifungal therapy utilization in a hospital due to cessation of therapy based on a negative test result. The surveyed physicians also indicated that, on average, they would order T2Candida for approximately 75% of their patients considered at-risk for Candidainfections. In the United States, we are focusing our sales efforts on the 450 hospitals that have the highest concentration of patients at risk for Candidainfections. In each of these institutions, over 5,000 patients present with symptoms of candidemia annually. We believe that with appropriate sales efforts andmedical education, all of these patients will eventually be tested, representing a total recurring revenue opportunity of $1 million in each of our targetaccounts. We are also developing T2Bacteria, a multiplex diagnostic panel that detects the major bacterial pathogens associated with sepsis that are frequentlynot covered by first-line antibiotics. T2Bacteria will also run on T2Dx and is expected to address the same approximately 6.75 million symptomatic high-riskpatients as T2Candida while also expanding our reach to a new population of patients who are at increased risk for bacterial infections, including anadditional two million people presenting with symptoms of infection in the emergency room setting. We expect that T2Bacteria will achieve similarperformance capabilities and provide similar benefits as T2Candida. Clinical Utility direcT2 Clinical Trial—Clinical Infectious Disease In 2013 and 2014, we conducted a pivotal clinical trial for our T2Dx Instrument and our T2Candida Panel, or the direcT2 trial. Our direcT2 trialconsisted of two patient arms. The first arm, known as the Prospective Arm, consisted of 1,501 samples from patients with a possible infection. The secondarm, known as the Contrived Arm, consisted of 300 samples, of which 250 patient specimens were labeled contrived because each contained a knownquantity of Candida CFUs that were manually added to each sample, or spiked, at clinically relevant concentrations, while the remaining 50 patientspecimens were specifically known not to contain Candida. The direcT2 trial was designed to evaluate the sensitivity and specificity of T2Candida on theT2Dx instrument. Sensitivity is the percent concordance, or the percentage of sample results that agree with a reference, or comparative, method for positive results.Specificity is the percent concordance to a reference method for negative results. If a sample does not agree with the result of a referenced method, it isconsidered discordant. In our clinical trial, the Prospective Arm was compared to blood culture and the Contrived Arm was compared to the known state,which means that it was in the known presence or absence of added Candida organisms. The design of the direcT2 trial was reviewed by the FDA as part of pre-submission communications. The purpose of the direcT2 trial was todetermine the clinical performance of T2Candida running on the T2Dx by identifying the following: · clinical specificity of T2Candida results as compared to Candida negative blood culture results in specimens collected from patients in theProspective Arm; · clinical specificity of T2Candida results as compared to Candida negative samples collected from patients in the Contrived Arm; 10 · clinical sensitivity of T2Candida results as compared to the known Candida-positive specimens collected from patients in the Contrived Arm;and · clinical sensitivity calculations of T2Candida results compared to the Candida-positive blood culture results in specimens collected frompatients in the Prospective Arm. 50 known negative samples and 250 contrived samples (50 samples for each of the five Candida species included in the T2Candida Panel) wereprepared and run in a blinded manner at the same clinical sites used for processing the prospective samples. The positive contrived samples were prepared byspiking clinical isolates into individual patient specimens at concentrations determined through publications and discussions with the FDA to be equivalentto the clinical state of patients who presented with symptoms of a Candida infection. 20% of the positive contrived samples were spiked at concentrationslevels of less than 1 CFU/mL. The contrived samples were collected from patients referred for a diagnostic blood culture per routine standard of care — thesame population of patients from whom prospective samples were collected. Unique isolates of the species were used for each patient sample, which means atotal of 50 unique isolates were tested for each of the five species of Candida for a total of 250 unique isolates. In addition to the pivotal clinical trial data that we submitted to the FDA, we also provided data from an analytical verification study to determinethe limit of detection, or LoD, for each species identified by our T2Candida Panel. The LoD was defined as the lowest concentration of Candida that can bedetected in 95% of at least 20 samples tested at a single concentration. The T2Candida Panel reports three results, where species are grouped together according to their responsiveness to therapy. Candida albicansand/or Candida tropicalis are reported as a single result, Candida parapsilosis is a single result, and Candida krusei and/or Candida glabrata are reported asa single result. Specificity and sensitivity are calculated for each reported result. There are five relevant species of Candida, each of which were analyzed in the direcT2 trial. Each are listed in abbreviated form in the tables below.These species are Candida albicans, Candida tropicalis, Candida parapsilosis, Candida krusei, and Candida glabrata. The typical naming convention for aspecies is to abbreviate by using the first letter of the first word and the full second word; for example, Candida krusei is abbreviated as C. krusei. In thetables below, we also abbreviate each species name by the first letter of the second word; for example, Candida albicans and Candida tropicalis is A/T. The following tables illustrate the results of the direcT2 trial. The primary sensitivity and specificity analysis is presented in Table A, followed bysub-analyses in Tables B and C. Additional data on the LoD and the time to results of T2Candida and T2Dx are included in the remaining tables. Table AT2Candida Performance Characteristics OverallSensitivity OverallSpecificityNumber of Tests (%)234/257 (91.1%)5114/5146 (99.4%) Table BOverall Sensitivity and Specificity by Test 95% ConfidenceIntervalSpecificity:A/T (C. albicans/C. tropicalis)1679/1697 (98.9%)98.3-99.4%P (C. parapsilosis)1736/1749 (99.3%)98.7-99.6%K/G (C. krusei/C. glabrata)1699/1700 (99.9%)99.7-100.0%Total:5114/5146 (99.4%)99.1-99.6%Sensitivity:A/T (C. albicans/C. tropicalis)96/104 (92.3%)85.4-96.6%P (C. parapsilosis)49/52 (94.2%)84.1-98.8%K/G (C. krusei/C. glabrata)89/101 (88.1%)80.2-93.7%Total:234/257 (91.1%)86.9-94.2% 11 Table CStudy Arm Sensitivity and Specificity by Test 95% ConfidenceIntervalSpecificity (Prospective tests): A/T (C. albicans/C. tropicalis)1479/1497 (98.8%)98.1-99.3%P (C. parapsilosis)1487/1499 (99.2%)98.6-99.6%K/G (C. krusei/C. glabrata)1499/1500 (99.9%)99.6-100.0%Total:4465/4496 (99.3%)99.0-99.5%Sensitivity (Prospective tests): A/T (C. albicans/C. tropicalis)2/4 (50.0%)6.8-93.2%P (C. parapsilosis)2/2 (100.0%)15.8-100.0%K/G (C. krusei/C. glabrata)1/1 (100.0%)2.5-100.0%Total:5/7 (71.4%)29.0-96.3%Specificity (Contrived tests): A/T (C. albicans/C. tropicalis)200/200 (100.0%)98.2-100.0%P (C. parapsilosis)249/250 (99.6%)97.8-100.0%K/G (C. krusei/C. glabrata)200/200 (100.0%)98.2-100.0%Total:649/650 (99.8%)99.1-100.0%Sensitivity (Contrived tests): A/T (C. albicans/C. tropicalis)94/100 (94.0%)87.4-97.8%P (C. parapsilosis)47/50 (94.0%)83.5-98.7%K/G (C. krusei/C. glabrata)88/100 (88.0%)80.0-93.6%Total:229/250 (91.6%)87.4-94.7% Table DT2Candida Limit of Detection Species Final LoDCFU/mLC. albicans2C tropicalis1C. parapsilosis3C. glabrata2C. krusei1 Table ESensitivity Sub-Analysis: Sensitivity by Species Relative to LoD > LoD< LoDLoD(CFU/ml)Sensitivity95% ConfidenceIntervalSensitivity95% ConfidenceIntervalC. albicans239/39 (100.0%)91.0-100.0%9/11 (81.8%)48.2-97.7%C. glabrata235/37 (94.6%)81.8-99.3%7/13 (53.8%)25.1-80.8%C. krusei140/40 (100.0%)91.2-100.0%6/10 (60.0%)26.2-87.8%C. parapsilosis332/32 (100.0%)89.1-100.0%15/18 (83.3%)58.6-96.4%C. tropicalis138/40 (95.0%)83.1-99.4%8/10 (80.0%)44.4-97.5%Total:184/188 (97.9%)94.6-99.4%45/62 (72.6%)59.8-83.1% Table FSensitivity Sub-Analysis: Sensitivity by Titer Level <1 CFU/ml Sensitivity 1 — 10 CFU/mlSensitivity 11 — 30 CFU/mlSensitivity 31 — 100 CFU/mlSensitivityC. albicans8/10 (80.0%) 18/18 (100.0%) 17/17 (100.0%) 5/5 (100.0%)C. glabrata5/10 (50.0%) 16/18 (88.9%) 16/17 (94.1%) 5/5 (100.0%)C. krusei6/10 (60.0%) 18/18 (100.0%) 17/17 (100.0%) 5/5 (100.0%)C. parapsilosis8/10 (80.0%) 17/18 (94.4%) 17/17 (100.0%) 5/5 (100.0%)C. tropicalis8/10 (80.0%) 16/18 (88.9%) 17/17 (100.0%) 5/5 (100.0%)Total:35/50 (70.0%) 85/90 (94.4%) 84/85 (98.8%) 25/25 (100.0%) 12 Table GSensitivity Sub-Analysis: Sensitivity by Species Relative to Clinically Relevant Concentrations Species Clinically RelevantConcentration Sensitivity Relevant CFUC. tropicalis1-10 CFU/mL 80% 95%C. krusei11-30 CFU/mL 85.7% 100%C. glabrata11-30 CFU/mL 75% 96%C. albicans1-10 CFU/mL 80% 100%C. parapsilosis11-30 CFU/mL 89.3% 100%Total 82.7% 98% Table HTime to species identification or negative result for T2MR and Blood Culture Blood Culture T2DxTime to Results (hours) Mean ± SD (N)126.5 ± 27.3 (1470) 4.2 ± 0.9 (1470)Median121.0 4.1(Min, Max)(12.4, 247.2) (3.0, 7.5)Time to Positive Results(1),(2) (hours) Mean ± SD (N)43.6 ± 11.1 (4) 4.4 ± 1.0 (4)Median46.1 4.6(Min, Max)(28.1, 54.1) (3.2, 5.4)Time to Negative Results(1),(2) (hours) Mean ± SD (N)126.7 ± 27.0 (1466) 4.2 ± 0.9 (1466)Median121.1 4.1(Min, Max)(12.4, 247.2) (3.0, 7.5) (1) Includes samples that are 100% concordant for both methods (i.e. does not include discordant results). We do not include discordant results becausea comparison of the duration of time to positive result requires that both the blood culture result and the T2Candida result be positive for a givenspecimen. Similarly, a comparison of the duration of time to negative result requires that both the blood culture result and the T2Candida result benegative for a given specimen. We therefore would exclude any sample with a discordant result where blood culture yields one result andT2Candida yields the opposite result. (2) Refers to time to species identification or final negative result. Results from the study were published in Clinical Infectious Disease in 2015 in an article entitled: “T2 Magnetic Resonance Assay for the RapidDiagnosis of Candidemia in Whole Blood: A Clinical Trial.” The study findings include: · the overall sensitivity (Prospective and Contrived Arm combined) of T2Candida was 91.1%; · the average specificity of the three test results for the Prospective and Contrived Arms combined was 99.4% (see Table A) with the specificityby test result ranging from 98.9% to 99.9% (see Table B); · in the Contrived Arm of the study, the average specificity was 99.8%, with the specificity by test result ranging from 99.6% to 100% (seeTable C); · in the Prospective Arm of the study, the average specificity was 99.3%, with the specificity by test result ranging from 98.8% to 99.9% (seeTable C); · in the Contrived Arm of the study, the average sensitivity was 91.6%, with the sensitivity by test result ranging from 88.0% to 94.0% (seeTable C); and · in the Prospective Arm of the study, the average sensitivity was 71.4% (see Table C). 13 In this study, the following observations were reported: · within the Prospective Arm, T2Candida accurately detected a rare co-infection in one study patient with C. albicans and C. parapsilosis in theirbloodstream; · T2Candida detected at least one infection that was not identified by blood culture, which was determined to be a Candida infection seven daysafter the T2Candida result was obtained. This case is considered a discordant result for the purposes of the FDA filing because of thedisagreement between T2Candida and the blood culture-based results, despite the accurate identification by T2Candida. Along with ten otherpatients with clinical symptoms or microbiological evidence of infection, the study findings indicate that the true sensitivity and specificity ofT2Candida may be higher than the reported values; · the LoD of T2Candida was demonstrated to be 1 to 3 CFU/mL depending upon the species of Candida (see Table D). In the Contrived Arm ofthe study, T2Candida positively detected 97.9% of the samples spiked at and above the LoD while also detecting 72.6% of all samples spikedat concentration levels below the LoD (see Table E); · in the Contrived Arm of the study, T2Candida detected 97% of cases at or above 1 CFU/mL and 70% of cases below 1 CFU/mL (see Table F); · in the Contrived Arm of the study, T2Candida detected 98% of cases at or above clinically relevant concentrations of Candida, ranging from95% to 100% detection depending on the Candida species (see Table G); · T2Candida demonstrated an average time to positive result of 4.2 hours compared to blood culture average time to result of 129 hours; · T2Candida demonstrated an average time to negative result of 4.4 hours compared to blood culture average time to result of >120 hours; and · T2Candida has a negative predictive value of 99.8% in a standard population. Negative predictive value is the probability that subjects with anegative result truly do not have the disease. The authors of the study made the following conclusions based on the study results: · Because mortality due to invasive candidiasis has remained high and unchanged for the past two decades and early initiation of appropriateantifungal therapy has been reported to reduce mortality by at least two-thirds, the rapid and accurate diagnostic capability offered by this noveltechnology has the potential to change the management and prognosis of the disease. · The ability to rapidly and accurately exclude the possibility of candidemia can have significant implications in clinical practice, by decreasingthe number of patients who need to be on empiric antifungal therapy, and thus decreasing the incidence of resistant strains, the potential of sideeffects of antifungal treatment, and substantial healthcare costs. · A key advantage of T2MR over other biosensors is that it does not require culture and sample purification or preparation. Massachusetts General Hospital Study — Science Translational Medicine We co-authored a study with investigators from Massachusetts General Hospital, or MGH, to evaluate the sensitivity and specificity of T2MR todetect Candida compared to blood culture-based diagnostics. Results from the study were published in an article entitled “T2 Magnetic Resonance EnablesNanoparticle-Mediated Rapid Detection of Candidemia in Whole Blood” in Science Translational Medicine in 2013. In this study: · T2MR was tested across 320 contrived whole blood samples, each containing one of the five clinically relevant species of Candida, and wasable to detect each of the species at an LoD ranging from 1 to 3 CFU/mL. 14 · T2MR was tested across 24 whole blood specimens from patients exhibiting symptoms of sepsis, with eight Candida positive, eight bacteriapositive and eight negative samples. Results showed 100% sensitivity and 100% specificity of T2MR when compared with blood cultureresults for identification of Candida. · In patients with Candida treated with antifungal therapy, T2MR detected the presence of Candida in patient samples drawn up to four daysafter antifungal administration, while blood culture failed to identify the infection upon administration of antifungal therapy. University of Houston Study — Diagnostic Microbiology and Infectious Disease We sponsored an independent study at the University of Houston to directly compare the sensitivity and time to result of T2Candida running onT2Dx and blood culture-based diagnostics. In this study, contrived blood samples were split between T2Candida using T2Dx and standard blood culture.The study showed improved performance of T2Candida over blood culture in terms of speed and sensitivity. The following findings were published in anarticle entitled “Comparison of the T2Dx Instrument with T2Candida Diagnostic Panel and Automated Blood Culture in the Detection of Candida SpeciesUsing Seeded Blood Samples” in Diagnostic Microbiology and Infectious Disease in 2013: · T2Candida detected all of the samples of C. glabrata at concentrations of 2.8 CFU/mL, while blood culture was not able to detect C. glabratain any of the samples, even at a higher concentration of 11 CFU/mL and with the standard five-day run time. · T2Candida detected all of the samples for all of the species of Candida at concentration levels of 3.1 to 11 CFU/mL. · The average time to species identification was approximately three hours for T2Candida, as opposed to over 60 hours for blood culture. The following table summarizes the results of our University of Houston study. The five relevant species of Candida were analyzed in the University ofHouston study. Contrived blood samples at concentrations between 3.1 — 11 CFU/mL Blood Culture(n=20 per species) T2Candida(n=13-20 per species)Average time to positive result63.23 ± 30.27 hours 3 hours C. albicans= 100% C. albicans= 100%C. tropicalis= 100% C. tropicalis= 100%Detection rateC. parapsilosis= 100% C. parapsilosis= 100%C. glabrata= 0% C. glabrata= 100%C. krusei= 100% C. krusei= 100%Sensitivity 100%Specificity 98% Hemostasis Another significant unmet clinical need is the diagnosis and management of impaired hemostasis, which is a life-threatening condition in which apatient is unable to promote the formation of blood clots to stabilize excessive bleeding. Within the broader population of patients with symptoms ofimpaired hemostasis, there are over ten million trauma patients in the United States annually. These trauma patients typically face life-threatening injuries orinvasive surgical procedures. Approximately 25% of trauma patients have impaired hemostasis, which frequently goes undetected during the initialhospitalization. According to a study in the Journal of the American College of Surgeons, for trauma patients with symptoms of impaired hemostasis,mortality was reduced from 45% to 19% with more rapid delivery of therapy. Today, there is no hemostasis diagnostic method that can rapidly providecomprehensive results. We estimate that rapid, targeted treatment for trauma patients with impaired hemostasis can reduce healthcare costs in the UnitedStates by nearly $2 billion each year due to more efficient utilization of scarce and expensive blood products and more rapid patient stabilization, reducinglength of hospital stays by approximately 20%. Because the hemostasis status of trauma patients changes frequently, patients are on average tested three times per episode, which we estimate resultsin approximately 13 million hemostasis tests performed annually on trauma patients in the United States alone. We believe this unmet need represents anearly $1 billion annual market opportunity, which will be the initial focus for T2Stat and T2HemoStat. 15 Existing hemostasis screening methods have a range of limitations. Such screening can require: · up to 24 hours to provide a diagnosis; · large volumes of blood from patients; · as many as five separate instruments to provide comprehensive results; · highly skilled technicians; and · specialty laboratories. T2Stat and T2HemoStat utilize T2MR and are designed to provide hemostasis measurements in less than 45 minutes. T2HemoStat is acomprehensive panel of diagnostic tests that can provide data across the hemostasis spectrum, including measurements of clotting time, platelet activity, clotcontraction and clot lysis. We believe that T2HemoStat will be the first panel capable of rapidly identifying key coagulation, platelet and other hematologicfactors directly from whole blood on a single, easy to operate, compact instrument that will provide all of the following benefits: · comprehensive results in 45 minutes or less; · results from clinical samples as small as a finger stick of blood; · replacement of up to five instruments with one compact instrument; · easy-to-use system, not requiring highly skilled technicians to operate; and · small, tabletop instrument that can be used at the point of care. We expect that existing DRG and Current Procedural Terminology, or CPT codes, will be used to facilitate reimbursement of our hemostasisdiagnostic products. While the panel of HemoStat diagnostic tests currently in development is focused on addressing the unmet need for trauma patients, T2HemoStatcan be expanded to add diagnostic tests that can address the needs of the broader population of patients with impaired hemostasis. We also believe T2MR will be able to identify novel biomarkers with important clinical utility. For example, in a 2014 peer-reviewed articlefeatured on the cover of the journal, Blood, T2MR was used to identify a new clot structure that has potential as a novel biomarker which could provideadditional actionable information to manage patients with impaired hemostasis after trauma. Lyme Disease We believe that T2MR can also address the significant unmet need associated with Lyme disease, a tick-borne illness that can cause prolongedneurological disease and musculoskeletal disease. For patients with Lyme disease, early diagnosis and appropriate treatment significantly reduces both thelikelihood of developing neurological and musculoskeletal disorders, as well as the significant costs associated with treating these complications. Multiplediagnostic methods are used to test for Lyme disease today, which are labor-intensive, can take weeks to process, and subject to high false negative rates totheir inability to detect the disease, making each method unreliable in the diagnosis of the condition. Because of these limitations, patients are frequentlymisdiagnosed or are delayed in the diagnosis of this disease. According to the CDC, Lyme disease affects approximately 30,000 people in the U.S. each year, but the CDC also estimates that the actual number iscloser to 360,000 due to under-reporting because of poor diagnostic methods. Approximately 3.4 million tests are run for Lyme disease each year, includingserology testing, polymerase chain reaction (PCR) techniques and blood culture, which has low sensitivity and takes approximately two to three weeks toprovide results. Inadequate identification of Lyme disease may lead to antibiotic resistance, significant costs, and transmission of the disease throughhealthcare procedures such as blood transfusion. The misdiagnosis of Lyme disease has been reported to have an annual cost of more than $10,000 perpatient in the United States, representing over $3 billion per year. 16 T2Lyme will identify the bacteria that cause Lyme disease directly from the patient’s blood, without the need for blood culture which, for thebacteria associated with Lyme disease, can take several weeks. The test panel is expected to be run on the T2Dx Instrument, the same instrument currentlyused to run our T2Candida test panel and in the future, T2Bacteria Panel. We anticipate the T2Lyme test panel to benefit from similar advantages providedby T2MR as the T2Candida test panel, including high sensitivity, high specificity, ease of use and rapid time to result. T2Lyme may provide accurate andtimely diagnosis of Lyme disease and may prevent the evolution of the disease to its later stages with associated neurological and musculoskeletal diseases. We expect that existing CPT codes will be used to facilitate reimbursement of our T2Lyme diagnostic panel. Sales, Marketing and Distribution We are working to drive awareness and adoption of our T2MR technology and related products by building a direct sales force in the United States,initially targeting high-volume hospitals, and continuing to educate physicians, key decision makers and thought leaders through publishing scientific datain peer-reviewed journals, presenting at major industry conferences and conducting and supporting clinical studies. The foundation of our commercialization strategy is to build an experienced, direct sales force consisting of approximately 15 commissionedrepresentatives during 2015. Our sales representatives, employing a clinical data-driven sales approach, focus on the clinical performance of our products, theimproved outcomes for patients and the economic value for hospitals, including customizable budgetary impact analysis. They demonstrate the ease-of-useof our products and the advantages of our products over blood culture-based diagnostics. We plan to continue to invest in our direct sales force as we expandboth the array of diagnostic panels and our customer reach. Today, our sales force markets T2Dx and T2Candida directly to hospitals in the United States, initially targeting the 450 hospitals treating thelargest number of high-risk patients. We estimate that these 450 centers annually treat an average of over 5,000 symptomatic patients at high risk for aCandida infection, representing over one-third of the expected market for T2Candida. If these leading institutions adopt our technology, we expect apositive network effect in the hospital community, accelerating adoption of T2Candida. We believe key aspects of healthcare reform, including the focus oncost containment, risk-sharing, and outcomes-based treatment and reimbursement, align with the value proposition of our sepsis products, contributingpositively to their adoption. We believe the key decision-makers at hospitals will be infectious disease and critical care physicians, laboratory directors, thehospital pharmacy and hospital administrators. In response to the severity and complexity of managing bloodstream infections, a growing number ofhospitals have instituted antimicrobial stewardship committees to control hospital practices related to infections, including the use of antibiotic andantifungal therapy. These committees typically include the key decision-makers, and we believe they will provide a central forum to present the benefits ofour products. In addition, we plan to continue to publish scientific data in peer-reviewed journals, present at major industry conferences and conduct andsupport clinical trials to provide additional data relative to the performance of T2Candida to these decision-makers. Outside of the United States, we expect to seek regulatory approvals in European and other international markets and to launch our platform throughdistributor partners who will deploy a similar model to our sales approach in the United States. In July 2014, we received CE marking for our T2CandidaPanel and T2Dx Instrument. Manufacturing We manufacture our proprietary T2Dx instrument and our T2Candida reagent trays at our approximately 7,600 square foot manufacturing facility inWilmington, Massachusetts. We perform all instrument and tray manufacturing and packaging of final components in accordance with applicable guidelinesfor medical device manufacturing. We outsource manufacturing of our T2Candida consumable cartridge to a contract manufacturing organization. Ourparticles are supplied by a sole source supplier, GE Healthcare. We believe we can secure arrangements with other suppliers on commercially reasonableterms for the products and parts we outsource. We have implemented a quality management system designed to comply with FDA regulations and International Standards Organization, or ISO,standards governing medical device products. These regulations govern the design, manufacture, testing, release and service of diagnostic products as well asraw material receipt and control. We have received ISO 13485:2012 registration from the National Standards Authority of Ireland. Our key outsourcingpartners are ISO-certified. 17 We plan to continue to manufacture components that we determine are proprietary or require special processes to produce, while outsourcing themanufacture of more commodity-like components. We expect to establish additional outsourcing partnerships as we manufacture more products. We believeour facility in Wilmington, Massachusetts is adequate to meet our current manufacturing needs and that additional manufacturing space is readily availablefor future expansion. Intellectual Property We strive to protect and enhance the proprietary technologies that we believe are important to our business, and seek to obtain and maintain patentsfor any patentable aspects of our product and product candidates, including their methods of use and any other inventions that are important to thedevelopment of our business. Our success will depend significantly on our ability to obtain and maintain patent and other proprietary protection forcommercially important proprietary technology, inventions and know-how related to our business, including our methods, processes and product candidatedesigns, and our ability to defend and enforce our patents, maintain our licenses to use intellectual property owned by third parties, preserve theconfidentiality of our trade secrets and operate without infringing the valid and enforceable patents and other proprietary rights of third parties. We also relyon trademarks, copyrights, know-how, continuing technological innovation and in-licensing opportunities to develop, strengthen, and maintain ourproprietary position in the fields targeted by our products and product candidates. Protecting these rights is a primary focus in our relationships with otherparties, and we seek to protect such rights, in part, by entering into confidentiality and non-disclosure agreements with such third parties and includingprotections for such proprietary information and intellectual property rights in our other contracts with such third parties, including material transferagreements, licenses and research agreements. We are the owner or licensee of over 50 patents and approximately 60 patent applications and possess substantial know-how and trade secrets whichprotect various aspects of our business and products. The patent families comprising our patent portfolio are primarily focused on protection of a range ofgeneral and specific attributes of our proprietary assay architecture and assay instrumentation for our T2Candida product and T2Bacteria and T2Lymeproduct candidates, as well as protection of certain aspects of the conduct of the assays and detection of analytes. We also own several patent familiescovering various aspects of our T2HemoStat assay, including the assay architecture and conduct of the analysis. The issued patents in our patent families thatcover T2Candida and T2Bacteria are expected to expire between 2023 and 2031, while additional pending applications in these families would be expectedto expire, if issued, between 2023 and 2033. Our patent families covering T2HemoStat, if issued, will be expected to expire, between 2026 and 2035. In allcases, the expiration dates are subject to any extension that may be available under applicable law. Our patent family covering T2Lyme, if issued, will beexpected to expire in approximately 2035. Proprietary Rights and Processes We rely, in some circumstances, on proprietary technology and processes (including trade secrets) to protect our technology. However, these can bedifficult to protect. We require all full-time and temporary employees, scientific advisors, contractors and consultants working for us who have access to ourconfidential information to execute confidentiality agreements in order to safeguard our proprietary technologies, methods, processes, know-how, and tradesecrets. We also seek to preserve the integrity and confidentiality of our proprietary technology and processes by maintaining physical security of ourpremises and physical and electronic security of our information technology systems. All of our full-time and temporary employees and independentcontractors and consultants are also bound by invention assignment obligations, pursuant to which rights to all inventions and other types of intellectualproperty conceived by them during the course of their employment are assigned to us. While we have confidence in these individuals, organizations and systems, agreements or security measures may be breached, and we may not haveadequate remedies for any breach. To the extent that our employees, consultants, scientific advisors, contractors, or any future collaborators use intellectualproperty owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Further, any of ourintellectual property and proprietary rights could be challenged, invalidated, circumvented, infringed or misappropriated, or such intellectual property andproprietary rights may not be sufficient to provide competitive advantages. For more information, please see “Risks Related to Intellectual Property.” 18 Trademarks We seek trademark and service mark protection in key markets to safeguard our brand and the brands of our products and product candidates. Weintend to file trademark registration applications in the U.S. and foreign jurisdictions to continue to strengthen our brand. License Agreements License Agreement with Massachusetts General Hospital In 2006, we entered into an exclusive license agreement with MGH, pursuant to which MGH granted to us an exclusive, worldwide, sublicensablelicense under certain patent rights to make, use, import and commercialize products and processes for diagnostic, industrial and research and developmentpurposes. In 2008 and 2011, we amended our agreement with MGH to add patent rights and to modify, among other things, our diligence and paymentobligations. We are required to use reasonable commercial efforts to develop and make available to the public products and processes covered by the agreement,and to achieve specified organizational, development and commercialization milestones by specified dates. To date, we have met all of our diligenceobligations pursuant to this agreement. We paid MGH an upfront fee and issued to MGH shares of our common stock equal to a low single-digit percentage of our then-outstandingcommon stock, subject to limited adjustments to prevent dilution in certain circumstances. In addition, we are responsible for reimbursing MGH’s costsassociated with prosecution and maintenance of the patent rights licensed to us under the agreement. We will also be required to make payments forachievement of specified regulatory milestones with respect to products and processes covered by the agreement. In addition, we are required to pay anannual license maintenance fee, which is creditable against any royalty payments we are obligated to make to MGH under the agreement. We will be required to pay royalties to MGH on net sales of products and processes that are covered by patent rights licensed to us under theagreement at percentages in the low single digits, subject to reductions and offsets in specified circumstances. The products and processes covered by theagreement include T2Candida, T2Bacteria and other particle-based T2MR panels that we may develop in the future. Our royalty obligations, if any, and theirduration, will depend on the specific patent rights covering the product or process being sold, and the particular category of product or process, as notedabove. With respect to T2Candida and T2Bacteria and other potential particle-based T2MR panels we may develop in the future, our obligation to payroyalties to MGH will expire upon the later of ten years after the first commercial sale of the first product or process in the particular category and theexpiration of the patent rights licensed to us under the agreement. We will also be required to pay to MGH a low double-digit percentage of specified grossrevenue that we receive from our sublicensees. In addition, we will be required to pay royalties to MGH of less than one percent on net sales of specifiedproducts and processes that are not covered by the patent rights licensed to us under the agreement. Our obligation to pay royalties to MGH with respect tosuch products and processes will expire upon the earlier of 12 years after the first commercial sale of the first such product or process and the termination byMGH of all of the licenses granted to us under the agreement. We have the right to terminate our agreement with MGH for any reason upon 90 days’ written notice to MGH. MGH may terminate our agreement inits entirety if we fail to make a payment required under the agreement and do not cure such failure within a specified time period, if we fail to maintainadequate insurance coverage or if we become insolvent. MGH may also terminate our agreement, with respect to a given category of products or processes, on60 days’ notice for our uncured breach with respect to such category of products or processes. Absent earlier termination, our agreement with MGH willremain in force until the later of the expiration or abandonment of the licensed patents and patent applications, and the expiration of our obligations underthe agreement. Sales Agreement with GE Healthcare We are currently party to a supply and license agreement with GE Healthcare for the manufacture and supply by GE Healthcare of its proprietarysuperparamagnetic particles to be used in connection with our products and product candidates. This agreement with GE Healthcare also grants to us a non-exclusive, worldwide, non-royalty bearing, sublicensable license to use the supplied products for the purposes of research, development, manufacture andsale of our products and product candidates for in vitro industrial diagnostics, human diagnostics and veterinary diagnostics purposes, but not for use intherapeutics. The agreement contains other terms and conditions generally consistent with an agreement for the manufacture 19 and supply of materials or products for use in the development and commercialization of biotechnology products such as our products and productcandidates, including with respect to ordering, supply of such product in accordance with specifications, and quality assurance and quality control activities.We are obligated to meet certain minimum purchase requirements in each contract year of the agreement during the five-year term, which ends December 31,2015. We have met our annual minimum purchase obligations to date and our minimum purchase obligation for the year ended December 31, 2015 is notmaterial to the financial statements. Either party may terminate the agreement immediately upon the insolvency of the other party, or for uncured breach of the agreement wheretermination is effective on receipt by the breaching party of a termination notice not less than 30 days after receipt of written notice of a breach. Absentearlier termination, our agreement with GE Healthcare will remain in force until December 31, 2015. Supply Agreement with SMC Ltd. We are currently party to a supply agreement with SMC Ltd. for the supply and manufacture of products related to plastic injection molding,including the consumable cartridge used in connection with the T2Candida Panel. The agreement contains other terms and conditions generally consistentwith an agreement for the manufacture and supply of materials or products for use in the development and commercialization of biotechnology products suchas our products and product candidates, including with respect to ordering, supply of such product in accordance with specifications, and quality assuranceand quality control activities. The supply agreement may be terminated prior to the end of its term upon the occurrence of certain specified events and further provides that upontermination, including upon the expiration of the term, SMC shall continue to manufacture and ship products subject to outstanding purchase orders and theCompany shall be responsible for purchasing finished products, inventory, raw materials and work-in-progress held by SMC to the extent SMC, after the useof commercially reasonable efforts to use such inventory, cannot use such inventory in a financially viable way. Competition We believe we are currently the only diagnostic company developing products with the potential to identify pathogens associated with bloodstreaminfections in a variety of unpurified patient sample types at limits of detection as low as 1 CFU/mL. Our principal competition is from a number of companiesthat offer platforms and applications in our target sepsis and hemostasis markets, most of which are more established commercial organizations withconsiderable name recognition and significant financial resources. Companies that currently provide traditional blood culture-based diagnostics include Becton Dickinson & Co. and bioMerieux, Inc. In addition,companies offering post-culture species identification using both molecular and non-molecular methods include bioMerieux, Inc., Bruker Corporation,Cepheid and Siemens AG. These post-culture competitors rely on a positive result from blood culture in order to perform their tests, significantly prolongingtheir results when compared to T2MR. Some of the products offered by our competitors require hours of extensive hands-on labor by an operator, while somerely on high concentrations of pathogens present in a positive blood culture, which can require a final concentration of at least 1,000,000 CFU/mL. Inaddition, there may be a number of new market entrants in the process of developing competing technologies. We believe that we have a number of competitive advantages, including: · T2MR’s ability to detect targets directly in complex and high volume samples, eliminating the need for sample extraction and purification; · T2MR’s ability to detect a broad range of targets, providing a wide variety of potential applications both within and outside of the in vitrodiagnostics market; · T2MR’s ability to provide rapid and highly-sensitive diagnostic results, which can provide timely information to assist physicians andhospitals to make therapeutic decisions that can improve patient outcomes and reduce healthcare costs; · our ability to develop easily operable products for end users; 20 · our initial applications in the field of sepsis that we believe will not require separate reimbursement codes due to the established payment andreimbursement structure in place; and · our initial applications may provide substantial economic benefits to hospitals that can accrue the savings related to the rapid treatment ofsepsis patients. Government Regulation Our products under development and our operations are subject to significant government regulation. In the United States, our products areregulated as medical devices by the FDA and other federal, state, and local regulatory authorities. FDA Regulation of Medical Devices The FDA and other U.S. and foreign governmental agencies regulate, among other things, with respect to medical devices: · design, development and manufacturing; · testing, labeling, content and language of instructions for use and storage; · clinical trials; · product safety; · marketing, sales and distribution; · pre-market clearance and approval; · record keeping procedures; · advertising and promotion; · recalls and field safety corrective actions; · post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death orserious injury; · post-market approval studies; and · product import and export. In the United States, numerous laws and regulations govern all the processes by which medical devices are brought to market and marketed. Theseinclude the Federal Food, Drug and Cosmetic Act, or FDCA, and the FDA’s implementing regulations, among others. FDA Pre-market Clearance and Approval Requirements Each medical device we seek to commercially distribute in the United States must first receive 510(k) clearance, de novo down classification, or pre-market approval from the FDA, unless specifically exempted by the FDA. The FDA classifies all medical devices into one of three classes. Devices deemed topose the lowest risk are categorized as either Class I or II, which requires the manufacturer to submit to the FDA a 510(k) pre-market notification submissionrequesting clearance of the device for commercial distribution in the United States. Some low risk devices are exempted from this requirement. Devicesdeemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalentto a previously 510(k) cleared device are categorized as Class III. These devices require submission and approval of a premarket approval, or PMA,application. 21 510(k) Clearance Process To obtain 510(k) clearance, we must submit a pre-market notification to the FDA demonstrating that the proposed device is substantially equivalentto a previously-cleared 510(k) device, a device that was in commercial distribution before May 28, 1976 for which the FDA has not yet called for thesubmission of pre-market approval applications, or is a device that has been reclassified from Class III to either Class II or I. In rare cases, Class III devices maybe cleared through the 510(k) process. The FDA’s 510(k) clearance process usually takes from three to 12 months from the date the application is submittedand filed with the FDA, but may take significantly longer and clearance is never assured. Although many 510(k) pre-market notifications are cleared withoutclinical data, in some cases, the FDA requires significant clinical data to support substantial equivalence. In reviewing a pre-market notification submission,the FDA may request additional information, including clinical data, which may significantly prolong the review process. Based on non-bindingcommunications from the FDA, we expect the T2Bacteria Panel to be eligible for a 510(k) submission. After a device receives 510(k) clearance, any subsequent modification of the device that could significantly affect its safety or effectiveness, or thatwould constitute a major change in its intended use, will require a new 510(k) clearance or could require pre-market approval. The FDA requires eachmanufacturer to make this determination initially, but the FDA may review any such decision and may disagree with a manufacturer’s determination. If theFDA disagrees with a manufacturer’s determination, the FDA may require the manufacturer to cease marketing and/or recall the modified device until510(k) clearance or approval of a PMA is obtained. Under these circumstances, the FDA may also subject a manufacturer to significant regulatory fines orother penalties. In addition, the FDA is currently evaluating the 510(k) process and may make substantial changes to industry requirements, including whichdevices are eligible for 510(k) clearance, the ability to rescind previously granted 510(k)s and additional requirements that may significantly impact theprocess. Pre-market Approval Process A PMA application must be submitted if the medical device is in Class III (although the FDA has the discretion to continue to allow certain pre-amendment Class III devices to use the 510(k) process) or cannot be cleared through the 510(k) process. A PMA application must be supported by, amongother things, extensive technical, preclinical, and clinical trials, as well as manufacturing and labeling data to demonstrate to the FDA’s satisfaction the safetyand effectiveness of the device. After a PMA application is submitted and filed, the FDA begins an in- depth review of the submitted information, which typically takes between oneand three years, but may take significantly longer. During this review period, the FDA may request additional information or clarification of informationalready provided. Also during the review period, an advisory panel of experts from outside the FDA will usually be convened to review and evaluate theapplication and provide recommendations to the FDA as to the approvability of the device. In addition, the FDA will conduct a pre-approval inspection ofthe manufacturing facility to ensure compliance with Quality System Regulation, or QSR, which imposes elaborate design development, testing, control,documentation and other quality assurance procedures in the design and manufacturing process. The FDA may approve a PMA application with post-approval conditions intended to ensure the safety and effectiveness of the device including, among other things, restrictions on labeling, promotion, sale anddistribution and collection of long-term follow-up data from patients in the clinical study that supported approval. Failure to comply with the conditions ofapproval can result in materially adverse enforcement action, including the loss or withdrawal of the approval. New PMA applications or supplements arerequired for significant modifications to the manufacturing process, labeling of the product and design of a device that is approved through the PMA process.PMA supplements often require submission of the same type of information as an original PMA application, except that the supplement is limited toinformation needed to support any changes from the device covered by the original PMA application, and may not require as extensive clinical data or theconvening of an advisory panel. De novo Classification Process Medical device types that the FDA has not previously classified as Class I, II, or III are automatically classified into Class III regardless of the level ofrisk they pose. The Food and Drug Administration Modernization Act of 1997 established a new route to market for low to moderate risk medical devices thatare automatically placed into Class III due to the absence of a predicate device, called the “Request for Evaluation of Automatic Class III Designation,” or thede novo classification procedure. This procedure allows a manufacturer whose novel device is automatically classified into Class III to request down-classification of its medical device into Class I or Class II on the basis that the device presents low or moderate risk, rather than requiring the submission andapproval of a PMA application. Prior to the enactment of the Food and Drug Administration Safety and Innovation Act, or FDASIA, in July 2012, a medicaldevice could only be eligible for de novo classification if the manufacturer first submitted a 510(k) premarket notification and received a determination fromthe FDA 22 that the device was not substantially equivalent. FDASIA streamlined the de novo classification pathway by permitting manufacturers to request de novoclassification directly without first submitting a 510(k) premarket notification to the FDA and receiving a not substantially equivalent determination. UnderFDASIA, FDA is required to classify the device within 120 days following receipt of the de novo application. If the manufacturer seeks reclassification intoClass II, the manufacturer must include a draft proposal for special controls that are necessary to provide a reasonable assurance of the safety and effectivenessof the medical device. In addition, the FDA may reject the reclassification petition if it identifies a legally marketed predicate device that would beappropriate for a 510(k) or determines that the device is not low to moderate risk or that general controls would be inadequate to control the risks and specialcontrols cannot be developed. We utilized the de novo classification process to obtain marketing authorization for our T2Dx and T2Candida devices, whichwere given a Class II designation. We received marketing authorization for these devices from the FDA on September 22, 2014. Clinical Trials A clinical trial is typically required to support a PMA application and is sometimes required for a 510(k) pre-market notification. Clinical trialsgenerally require submission of an application for an Investigational Device Exemption, or IDE, to the FDA. The IDE application must be supported byappropriate data, such as animal and laboratory testing results, showing that it is safe to test the device in humans and that the investigational protocol isscientifically sound. The IDE application must be approved in advance by the FDA for a specified number of patients, unless the product is deemed a non-significant risk device and eligible for more abbreviated IDE requirements. Clinical trials for a significant risk device may begin once the IDE application isapproved by the FDA as well as the appropriate institutional review boards, or IRBs, at the clinical trial sites, and the informed consent of the patientsparticipating in the clinical trial is obtained. After a trial begins, the FDA may place it on hold or terminate it if, among other reasons, it concludes that theclinical subjects are exposed to an unacceptable health risk. Any trials we conduct must be conducted in accordance with FDA regulations as well as otherfederal regulations and state laws concerning human subject protection and privacy. Moreover, the results of a clinical trial may not be sufficient to obtainclearance or approval of the product. Pervasive and Continuing U.S. Food and Drug Administration Regulation After a medical device is placed on the market, numerous FDA regulatory requirements apply, including, but not limited to the following: · the QSR, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during themanufacturing process; · establishment registration, which requires establishments involved in the production and distribution of medical devices, intended forcommercial distribution in the United States, to register with the FDA; · medical device listing, which requires manufacturers to list the devices they have in commercial distribution with the FDA; · labeling regulations, which prohibit “misbranded” devices from entering the market, as well as prohibit the promotion of products forunapproved or “off-label” uses and impose other restrictions on labeling; and · post-market surveillance including Medical Device Reporting, which requires manufacturers report to the FDA if their device may have causedor contributed to a death or serious injury, or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it wereto recur. The FDA enforces these requirements by inspection and market surveillance. Failure to comply with applicable regulatory requirements may resultin enforcement action by the FDA, which may include one or more of the following sanctions: · untitled letters or warning letters; · fines, injunctions and civil penalties; · mandatory recall or seizure of our products; · administrative detention or banning of our products; 23 · operating restrictions, partial suspension or total shutdown of production; · refusing our request for 510(k) clearance or pre-market approval of new product versions; · revocation of 510(k) clearance or pre-market approvals previously granted; and · criminal prosecution and penalties. International Regulation Sales of medical devices outside the United States are subject to foreign government regulations, which vary substantially from country to country.In order to market our products in other countries, we must obtain regulatory approvals and comply with extensive safety and quality regulations in othercountries. The time required to obtain approval by a foreign country may be longer or shorter than that required for FDA clearance or approval, and therequirements may differ significantly. In the European Economic Area, or EEA, which comprises the 28 Member States of the EU plus Liechtenstein, Norway and Iceland, in vitro medicaldevices are required to conform with the essential requirements of the EU Directive on in vitro diagnostic medical devices (Directive 98/79/EC, as amended).To demonstrate compliance with the essential requirements, the manufacturer must undergo a conformity assessment procedure. The conformity assessmentvaries according to the type of medical device and its classification. For low-risk devices, the conformity assessment can be carried out internally, but forhigher risk devices (self-test devices and those included in List A and B of Annex II of Directive 98/79/EC) it requires the intervention of an accredited EEANotified Body. If successful, the conformity assessment concludes with the drawing up by the manufacturer of an EC Declaration of Conformity entitling themanufacturer to affix the CE mark to its products and to sell them throughout the EEA. We concluded an assessment of the conformity of T2Dx andT2Candida with the EU in vitro diagnostic medical devices directive in late 2014, based upon an EC Declaration of Conformity dated July 7, 2014, allowingus to affix the CE mark to these products. Other Healthcare Laws Our current and future business activities are subject to healthcare regulation and enforcement by the federal government and the states and foreigngovernments in which we conduct our business. These laws include, without limitation, state and federal anti-kickback, fraud and abuse, false claims, privacyand security and physician sunshine laws and regulations. The federal Anti-Kickback Statute prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving orproviding remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce either the referral of an individual, for an item or service or thepurchasing, leasing, ordering, or arranging for or recommending the purchase, lease or order of any good, facility, item or service, for which payment may bemade, in whole or in part, under federal healthcare programs such as the Medicare and Medicaid programs. Although there are a number of statutoryexceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn narrowly. Practicesthat involve remuneration that may be alleged to be intended to induce prescribing, purchases or recommendations may be subject to scrutiny if they do notqualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does notmake the conduct per se illegal under the Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on acumulative review of all its facts and circumstances. Several courts have interpreted the statute’s intent requirement to mean that if any one purpose of anarrangement involving remuneration is to induce referrals of federal healthcare covered business, the Anti-Kickback Statute has been violated. Further, the recently enacted Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, orcollectively, the Affordable Care Act, among other things, amends the intent requirement of the federal Anti-Kickback Statute and certain criminal statutegoverning healthcare fraud statutes to a stricter standard. A person or entity no longer needs to have actual knowledge of these statutes or specific intent toviolate them. In addition, the Affordable Care Act codifies case law that the government may assert that a claim including items or services resulting from aviolation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act. The majority of states alsohave anti-kickback laws which establish similar prohibitions and in some cases may apply to items or services reimbursed by any third-party payor, includingcommercial insurers. 24 Additionally, the civil False Claims Act prohibits, among other things, knowingly presenting or causing the presentation of a false or fraudulentclaim for payment to, or approval by, the U.S. government. In addition to actions initiated by the government itself, the statute authorizes actions to bebrought on behalf of the federal government by a private party having knowledge of the alleged fraud. Because the complaint is initially filed under seal, theaction may be pending for some time before the defendant is even aware of the action. If the government intervenes and is ultimately successful in obtainingredress in the matter, or if the plaintiff succeeds in obtaining redresss without the government’s involvement, then the plaintiff will receive a percentage ofthe recovery. The federal government is using the False Claims Act, and the accompanying threat of significant liability, in its investigation and prosecutionof life sciences companies throughout the country, for example, in connection with the promotion of products for unapproved uses and other sales andmarketing practices. The government has obtained multi-million and multi-billion dollar settlements under the False Claims Act in addition to individualcriminal convictions under applicable criminal statutes. Given the significant size of actual and potential settlements, it is expected that the government willcontinue to devote substantial resources to investigating healthcare providers’ and manufacturers’ compliance with applicable fraud and abuse laws. The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, created new federal criminal statutes that prohibit, among otheractions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-partypayors, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement inconnection with the delivery of or payment for healthcare benefits, items or services. Like the Anti-Kickback Statute, the Affordable Care Act amended theintent standard for certain healthcare fraud under HIPAA such that a person or entity no longer needs to have actual knowledge of the statute or specificintent to violate it in order to have committed a violation. The civil monetary penalties statute imposes penalties against any person or entity that, among other things, is determined to have presented orcaused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as claimed oris false or fraudulent. Also, as stated above, many states have similar fraud and abuse laws that may be broader in scope and may apply regardless of payor. Moreover, Section 6002 of the Affordable Care Act included new requirements for device manufacturers, among others, to report certain payments or“transfers of value” provided to physicians and teaching hospitals, and to report ownership and investment interests held by physicians and their immediatefamily members during the preceding calendar year. Section 6002 of PPACA includes in its reporting requirements a broad range of transfers of valueincluding, but not limited to, consulting fees, speaker honoraria, charitable contributions, research payments and grants. We will be required to collect datastarting on March 21, 2015 and will report the data to the Centers for Medicare & Medicaid Services, or CMS, no later than March 30, 2016. Failure to reportcould subject companies to significant financial penalties. Tracking and reporting the required payments and transfers of value may result in considerableexpense and additional resources. Several states currently have similar laws and more states may enact similar legislation, some of which may be broader inscope. For example, certain states require the implementation of compliance programs, compliance with industry ethics codes, implementation of gift bansand spending limits, and/or reporting of gifts, compensation and other remuneration to healthcare professionals. We also may be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business.HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their respective implementingregulations, including the final omnibus rule published on January 25, 2013, imposes specified requirements relating to the privacy, security andtransmission of individually identifiable health information. Among other things, HITECH, through its implementing regulations, makes certain of HIPAA’sprivacy and security standards directly applicable to business associates, defined as a person or organization, other than a member of a covered entity’sworkforce, that creates, receives, maintains or transmits protected health information for or on behalf of a covered entity for a function or activity regulated byHIPAA. In addition to HIPAA criminal penalties, HITECH created four new tiers of civil and monetary penalties and gave state attorneys general newauthority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated withpursuing federal civil actions. In addition, state laws govern the privacy and security of health information in certain circumstances, many of which differfrom each other in significant ways and may not have the same effect, thus complicating compliance efforts. The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with differentcompliance and/or reporting requirements in multiple jurisdictions increase the possibility that a 25 healthcare company may violate one or more of the requirements. If our future operations are found to be in violation of any of such laws or any othergovernmental regulations that apply to us, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, thecurtailment or restructuring of our operations, exclusion from participation in federal and state healthcare programs and imprisonment, any of which couldadversely affect our ability to operate our business and our financial results. Coverage and Reimbursement Maintaining and growing sales of our products and product candidates depends in large part on the availability of adequate coverage andreimbursement from third-party payors, including government programs such as Medicare and Medicaid, private insurance plans and managed care programs.These third-party payors are increasingly limiting coverage and reducing reimbursement for medical products and services. In addition, the U.S. government,state legislatures and foreign governments have continued implementing cost-containment programs, including price controls and restrictions on coverageand reimbursement. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existingcontrols and measures, could further limit our net revenue and results. Decreases in third-party reimbursement for our products and/or product candidates or adecision by a third-party payor to not cover our products and/or product candidates could reduce physician utilization of our products, if approved, and havea material adverse effect on our sales, results of operations and financial condition. Hospitals, clinical laboratories and other healthcare provider customers that may purchase our products and/or product candidates generally billvarious third-party payors to cover all or a portion of the costs and fees associated with diagnostic tests, including the cost of the purchase of our productsand/or product candidates. We currently expect that the majority of our diagnostic tests will be performed in a hospital inpatient setting, where governmentalpayors, such as Medicare, general reimburse hospitals with a single bundled payment that is based on the patients’ diagnosis under a classification systemknown as the Medicare severity diagnosis-related groups, or MS-DRGs, classification for all items and services provided to the patient during a singlehospitalization, regardless of whether our diagnostic tests are performed during such hospitalization. To the extent that our diagnostic tests will be performedin an outpatient setting, our products and/or product candidates may be eligible for separate payment using existing Current Procedural Terminology, orCPT, codes. Third-party payors may deny coverage, however, if they determine that our products are not cost-effective as determined by the payor, or aredeemed by the third-party payor to be experimental or medically unnecessary. We are unable to predict at this time whether our products and/or productcandidates, if approved, will be covered by third-party payors. Nor can we predict at this time the adequacy of payments, whether made separately in anoutpatient setting or with a bundled payment amount in an inpatient setting. Our customers’ access to adequate coverage and reimbursement for our productsand/or product candidates by government and private insurance plans is central to the acceptance of our products. We may be unable to sell our products on aprofitable basis if third-party payors deny coverage or reduce their current levels of payment, or if our costs of production increase faster than increases inreimbursement levels. Healthcare Reform In the United States and foreign jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatorychanges to the healthcare system seeking, among other things, to reduce healthcare costs that could affect our future results of operations as we begin todirectly commercialize our products. By way of example, in the United States, the Affordable Care Act was signed into law in March 2010, which is expected to substantially change theway healthcare is delivered and financed by both governmental and private insurers. Among other things, the Affordable Care Act: · imposed an annual excise tax of 2.3% on any entity that manufactures or imports medical devices offered for sale in the United States; · established a new Patient-Centered Outcomes Research Institute to oversee and identify priorities in comparative clinical effectiveness researchin an effort to coordinate and develop such research; · implemented payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and otherproviders to improve the coordination, quality and efficiency of certain healthcare services through bundled payment models; and 26 · created an independent payment advisory board that will submit recommendations to reduce Medicare spending if projected Medicarespending exceeds a specified growth rate. In addition, other legislative changes have been proposed and adopted since the Affordable Care Act was enacted. On August 2, 2011, the Presidentsigned into law the Budget Control Act of 2011, which, among other things, created the Joint Select Committee on Deficit Reduction to recommend toCongress proposals in spending reductions. The Joint Select Committee did not achieve a targeted deficit reduction of at least $1.2 trillion for the years 2013through 2021, triggering the legislation’s automatic reduction to several government programs. On January 2, 2013, President Obama signed into law theAmerican Taxpayer Relief Act of 2012, which, among other things, reduced Medicare payments to several providers, including hospitals. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts thatfederal and state governments will pay for healthcare products and services, which could result in reduced demand for our products or additional pricingpressure. Research and Development We have committed, and expect to commit, significant resources to developing new technologies and products, improving product performance andreliability and reducing costs. We have assembled an experienced research and development team with the scientific, engineering, software and process talentthat we believe is required to successfully grow our business. We are currently focused on several product candidates and enhancements utilizing our T2MRplatform. We incurred research and development expenses of $19.8 million for the year ended December 31, 2014, $14.9 million for the year endedDecember 31, 2013 and $11.7 million for the year ended December 31, 2012. Research and development expenses represented 64% of our operatingexpenses for the year ended December 31, 2014, 75% of our operating expenses for the year ended December 31, 2013 and 80% of our operating expenses forthe year ended December 31, 2012. Major components of the research and development expenses were salaries and benefits, research-related facility andoverhead costs, laboratory supplies, equipment and contract services. We continuously seek to improve T2MR, including improvements in its technology and accessibility. As we make improvements, we anticipate wewill make available new and improved generations of our diagnostic instruments and panels. Our technology developmental efforts are focused on applyingT2MR to additional potential applications in the in vitro diagnostic area. We are continuing our development of T2Bacteria and expect to initiate clinicaltrials for T2Bacteria in the second half of 2015. We believe that technical advantage is important to sustainable competitive advantage, and therefore ourresearch and development efforts are focused on the continued enhancement of our T2MR platform. We are dedicated to ongoing innovation to T2MR andexpanding our pipeline of product candidates. Our goal is for T2MR to become a standard of care by providing technology that offers a rapid, sensitive andsimple diagnostic alternative to existing methodologies for identifying both sepsis and impaired hemostasis, with a long-term objective of targeting thebroader in vitro diagnostics market. Employees As of December 31, 2014, we had 110 full-time employees, of which 43 work in operations (which includes manufacturing, clinical and regulatorysupport, quality control and quality assurance), 38 in research and development, 15 in general and administrative and 14 in sales and marketing. Facilities Our corporate headquarters is located in Lexington, Massachusetts, where we currently lease approximately 32,000 square feet of office space and22,800 square feet of laboratory space in various facilities. Our base rent, for leases at our corporate headquarters, is $1.7 million annually. We also leaseapproximately 7,600 square feet in Wilmington, Massachusetts for our manufacturing facility, under a lease that expires in 2016 for $61,000 of base rentannually. We also lease laboratory space in Worcester, Massachusetts. Corporate and Available Information We were incorporated under the laws of the state of Delaware in 2006. Our principal corporate offices are located at 101 Hartwell Avenue, Lexington,MA 02421. 27 We make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendmentsto those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, orthe SEC. We also make these documents and certain public financial information available on our website, which is www.t2biosystems.com. Our SEC reportsand other financial information can be accessed through the investor relations section of our website. Some of the information found on our website is notpart of this or any other report we file with or furnish to the SEC. Item 1A. RISK FACTORS Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the otherinformation in this prospectus, including our financial statements and the related notes and “Management’s Discussion and Analysis of Results ofOperations and Financial Condition,” before deciding whether to invest in our common stock. The occurrence of any of the events or developmentsdescribed below could harm our business, financial condition, results of operations and growth prospects. In such an event, the market price of our commonstock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deemimmaterial also may impair our business operations. Risks Related to our Business and Strategy We have incurred significant losses since inception and expect to incur losses in the future. We cannot be certain that we will achieve or sustainprofitability. We have incurred significant losses since inception through December 31, 2014 and expect to incur losses in the future. Our accumulated deficit asof December 31, 2014 was $103.6 million and we incurred net losses of $31.4 million and $20.6 million for the years ended December 31, 2014 and 2013,respectively. We expect that our losses will continue for at least the next several years as we will be required to invest significant additional funds toward thecontinued development and commercialization of our technology. We also expect that our selling, general and administrative expenses will continue toincrease due to the additional costs associated with growing our sales and marketing infrastructure, expanding our manufacturing capabilities, obtainingregulatory clearance or approval for our products currently under development and the increased administrative costs associated with being a publiccompany. Our ability to achieve or sustain profitability depends on numerous factors, many of which are beyond our control, including the marketacceptance of our products and future product candidates, future product development, our ability to achieve marketing authorization from the FDA orregulatory clearance for future product candidates, and our market penetration and margins. We may never be able to generate sufficient revenue to achieveor sustain profitability. We have a limited operating history and may face difficulties encountered by companies early in their commercialization in competitive and rapidlyevolving markets. We received marketing authorization from the FDA for the T2Dx Instrument and the T2Candida Panel on September 22, 2014 and begancommercializing these products in the fourth quarter of 2014. Accordingly, we have a limited operating history upon which to evaluate our business andforecast our future sales and operating results. In assessing our business prospects, you should consider the various risks and difficulties frequentlyencountered by companies early in their commercialization in competitive and rapidly evolving markets, particularly companies that develop and sellmedical devices. These risks include our ability to: · implement and execute our business strategy;· expand and improve the productivity of our sales and marketing infrastructure to grow sales of our products and product candidates;· increase awareness of our brand;· manage expanding operations;· expand our manufacturing capabilities, including increasing production of current products efficiently while maintaining quality standards andadapting our manufacturing facilities to the production of new product candidates;· respond effectively to competitive pressures and developments;· enhance our existing products and develop new products;· obtain and maintain regulatory clearance or approval to commercialize product candidates and enhance our existing products;· effectively perform clinical trials with respect to our proposed products; 28 · attract, retain and motivate qualified personnel in various areas of our business; and· implement and maintain systems and processes that are compliant with applicable regulatory standards. Due to our limited operating history, we may not have the institutional knowledge or experience to be able to effectively address these and otherrisks that may face our business. In addition, we may not be able to develop insights into trends that could emerge and negatively affect our business and mayfail to respond effectively to those trends. As a result of these or other risks, we may not be able to execute key components of our business strategy, and ourbusiness, financial condition and operating results may suffer. Until we achieve scale in our business model our revenue will be primarily generated from the T2Dx Instrument and the T2Candida Panel, and any factorsthat negatively impact sales of these products may adversely affect our business, financial condition and operating results. We began to offer our initial sepsis products for sale in the fourth quarter of 2014 and expect that we will be dependent upon the sales of these productsfor the majority of our revenue until we receive regulatory clearance or approval for our other product candidates currently in development. Because wecurrently rely on a limited number of products to generate a significant portion of our revenue, any factors that negatively impact sales of these products, orresult in sales of these products increasing at a lower rate than expected, could adversely affect our business, financial condition and operating results andnegatively impact our ability to successfully launch future product candidates currently under development. If T2MR, our T2Dx and T2Candida products or any of our other product candidates fail to achieve and sustain sufficient market acceptance, we will notgenerate expected revenue and our growth prospects, operating results and financial condition may be harmed. The commercialization of T2MR, our T2Dx and T2Candida products and the future commercialization of our other product candidates in the UnitedStates and other jurisdictions in which we intend to pursue marketing authorization are key elements of our strategy. If we are not successful in conveying tohospitals that our current products and future product candidates provide equivalent or superior diagnostic information in a shorter period of time comparedto existing technologies, or that these products and future product candidates improve patient outcomes or decrease healthcare costs, we may experiencereluctance, or refusal, on the part of hospitals to order, and third-party payors to pay for performing a test in which our product is utilized. For example, theT2Candida Panel is labeled for the presumptive diagnosis of Candida infection. The results of the web-based survey we conducted of decision makersinvolved with laboratory purchasing may not be indicative of the actual adoption of T2Candida. In addition, our expectations regarding cost savings fromusing our products may not be accurate. These hurdles may make it difficult to demonstrate to physicians, hospitals and other healthcare providers that our current diagnostic products andfuture product candidates are appropriate options for diagnosing sepsis and impaired hemostasis, may be superior to available tests and may be more cost-effective than alternative technologies. Furthermore, we may encounter significant difficulty in gaining inclusion in sepsis and hemostasis treatmentguidelines, gaining broad market acceptance by healthcare providers, third-party payors and patients using T2MR and our related products and productcandidates. Furthermore, healthcare providers may have difficulty in maintaining adequate reimbursement for sepsis treatment, which may negatively impactadoption of our products. If we fail to successfully commercialize our products and product candidates, we may never receive a return on the significant investments inproduct development, sales and marketing, regulatory, manufacturing and quality assurance we have made and further investments we intend to make, andmay fail to generate revenue and gain economies of scale from such investments. If T2Lyme does not successfully identify Lyme disease in clinical patients, our future revenue could be negatively impacted. We believe that the T2Lyme test panel will be able to rapidly identify the bacteria that cause Lyme disease directly from patients’ blood withsimilar limits of detection as our current sepsis test, T2Candida. If T2Lyme does not successfully identify Lyme disease in clinical patients, the revenueopportunity for this product candidate could be limited or not realized at all. 29 We have limited experience in marketing and selling our products, and if we are unable to expand, manage and maintain our direct sales and marketingorganizations, or otherwise commercialize our products, our business may be adversely affected. Because we received FDA authorization to sell our initial sepsis products in the fourth quarter of 2014, we have limited experience marketing andselling our products. As of December 31, 2014, our direct sales organization, including marketing, consisted of 14 employees, having increased from 4employees as of December 31, 2013. Our financial condition and operating results are highly dependent upon the sales and marketing efforts of our sales andmarketing employees. If our sales and marketing efforts fail to adequately promote, market and sell our products, our sales may not increase at levels that arein line with our forecasts. Our future sales growth will depend in large part on our ability to successfully expand the size and geographic scope of our direct sales force in theUnited States. Accordingly, our future success will depend largely on our ability to continue to hire, train, retain and motivate skilled sales and marketingpersonnel. Because the competition for their services is high, there is no assurance we will be able to hire and retain additional personnel on commerciallyreasonable terms. If we are unable to expand our sales and marketing capabilities, we may not be able to effectively commercialize our products and ourbusiness and operating results may be adversely affected. Outside of the United States, we expect to sell our products through distribution partners and there is no guarantee that we will be successful inattracting or retaining desirable distribution partners for these markets or that we will be able to enter into such arrangements on favorable terms. Distributorsmay not commit the necessary resources to market and sell our product candidates effectively or may choose to favor marketing the products of ourcompetitors. If distributors do not perform adequately, or if we are unable to enter into effective arrangements with distributors in particular geographic areas,we may not realize international sales and growth. Our sales cycle is lengthy and variable and we have no sales history, which makes it difficult for us to forecast revenue and other operating results. Our sales process involves numerous interactions with multiple individuals within an organization and often includes in-depth analysis by potentialcustomers of our products, performance of proof-of-principle studies, preparation of extensive documentation and a lengthy review process. As a result ofthese factors and the budget cycles of our potential customers, the time from initial contact with a potential customer to our receipt of a purchase order fromsuch potential customer, will vary significantly and could be up to 12 months or longer. Given the length and uncertainty of our anticipated sales cycle, welikely will experience fluctuations in our product sales on period-to-period basis. Expected revenue streams are highly dependent on hospitals’ adoption ofour consumables-based business model, and we cannot assure you that our potential hospital clients will follow a consistent purchasing pattern. Moreover, itis difficult for us to forecast our revenue as it is dependent upon our ability to convince the medical community of the clinical utility and economic benefitsof our products and their potential advantages over existing diagnostic tests, the willingness of hospitals to utilize our products and the cost of our productsto hospitals. In addition, we only recently started selling the T2Dx and T2Candida products and have no sales history to rely on when forecasting revenueand other operating results. We may not be able to gain the ongoing support of leading hospitals and key thought leaders, or to continue the publication of the results of new clinicaltrials in peer-reviewed journals, which may make it difficult to establish T2MR as a standard of care and may limit our revenue growth and ability toachieve profitability. Our strategy includes developing relationships with leading hospitals and key thought leaders in the industry. If these hospitals and key thoughtleaders determine that T2MR and related products are not clinically effective or that alternative technologies are more effective, or if we encounter difficultypromoting adoption or establishing T2MR as a standard of care, our revenue growth and our ability to achieve profitability could be significantly limited. We believe that the successful completion of our pivotal T2Dx and T2Candida clinical trial, publication of scientific and medical results in peer-reviewed journals and presentation of data at leading conferences are critical to the broad adoption of T2MR. Publication in leading medical journals issubject to a peer-review process, and peer reviewers may not consider the results of studies involving T2MR sufficiently novel or worthy of publication. 30 If we are unable to successfully manage our growth, our business will be harmed. During the past few years, we have significantly expanded our operations. We expect this expansion to continue to an even greater degree as wecommercialize our initial sepsis products, build a targeted sales force and as seek marketing authorization from the FDA or regulatory clearance of our futureproduct candidates. Our growth has placed and will continue to place a significant strain on our management, operating and financial systems and our sales,marketing and administrative resources. As a result of our growth, operating costs may escalate even faster than planned, and some of our internal systems andprocesses, including those relating to manufacturing our products, may need to be enhanced, updated or replaced. Additionally, our anticipated growth willincrease demands placed on our suppliers, resulting in an increased need for us to manage our suppliers and monitor for quality assurance. If we cannoteffectively manage our expanding operations, manufacturing capacity and costs, including scaling to meet increased demand and properly managingsupplier, we may not be able to continue to grow or we may grow at a slower pace than expected and our business could be adversely affected. Our future capital needs are uncertain, and we may need to raise additional funds in the future. We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements for at least the next 12 months.However, we may need to raise substantial additional capital to: · expand our product offerings; · expand our sales and marketing infrastructure; · increase our manufacturing capacity; · fund our operations; and · continue our research and development activities. Our future funding requirements will depend on many factors, including: · our ability to obtain marketing authorization from the FDA or clearance from the FDA to market our future product candidates; · market acceptance of our products and product candidates; · the cost and timing of establishing sales, marketing and distribution capabilities; · the cost of our research and development activities; · the ability of healthcare providers to obtain coverage and adequate reimbursement by third-party payors for procedures using our products; · the cost and timing of marketing authorization or regulatory clearances; · the cost of goods associated with our products and product candidates; · the effect of competing technological and market developments; and · the extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaborationarrangements for products. We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity orequity-linked securities, our stockholders may experience dilution. Debt financing, if available, may involve covenants restricting our operations or ourability to incur additional debt. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our stockholders. If weraise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologiesor our products, or grant licenses on terms that are not favorable to us. If we are unable to raise adequate funds, 31 we may need to liquidate some or all of our assets or delay, reduce the scope of or eliminate some or all of our development programs. If we do not have, or are not able to obtain, sufficient funds, we may be required to delay development or commercialization of our productcandidates or license to third parties the rights to commercialize our product candidates or technologies that we would otherwise seek to commercializeourselves. We also may need to reduce marketing, customer support or other resources devoted to our products or cease operations. Any of these factors couldharm our operating results. Our future success is dependent upon our ability to create and expand a customer base for our products in large hospitals. We only recently began marketing our initial sepsis products to the approximately 450 leading hospitals in the United States in which the top one-third of patients highest at risk of suffering from sepsis are concentrated. We may not be successful in promoting adoption of our technologies in thosetargeted hospitals, which may make it difficult for us to achieve broader market acceptance of these products. We utilize third-party, single-source suppliers for some components and materials used in our products, and the loss of any of these suppliers could have anadverse impact on our business. We rely on single-source suppliers for some components and materials used in our products. Our ability to supply our products commercially andto develop any future products depends, in part, on our ability to obtain these components in accordance with regulatory requirements and in sufficientquantities for commercialization and clinical testing. While our suppliers have generally met our demand for their products on a timely basis in the past, wecannot assure that they will in the future be able to meet our demand for their products, either because we do not have long-term agreements with thosesuppliers, our relative importance as a customer to those suppliers, or their ability to produce the components used in our products. While we believe replacement suppliers exist for all components and materials we obtain from single sources, establishing additional orreplacement suppliers for any of these components or materials, if required, may not be accomplished quickly. Even if we are able to find a replacementsupplier, the replacement supplier would need to be qualified and may require additional regulatory authority approval, which could result in further delay.While we seek to maintain adequate inventory of the single-source components and materials used in our products in the event of disruption, thoseinventories may not be sufficient. If our third-party suppliers fail to deliver the required commercial quantities of materials on a timely basis and at commercially reasonable prices,and we are unable to find one or more replacement suppliers capable of production at a substantially equivalent cost in substantially equivalent volumes andquality on a timely basis, the continued commercialization of our products, the supply of our products to customers and the development of any futureproducts would be delayed, limited or prevented, which could have an adverse impact on our business. If we are unable to recruit, train and retain key personnel, we may not achieve our goals. Our future success depends on our ability to recruit, train, retain and motivate key personnel, including our senior management, research anddevelopment, science and engineering, manufacturing and sales and marketing personnel. In particular, we are highly dependent on the management andbusiness expertise of John McDonough, our President and Chief Executive Officer. We do not maintain fixed-term employment contracts or key man lifeinsurance with any of our employees. Competition for qualified personnel is intense, particularly in the Boston, Massachusetts area. Our growth depends, inparticular, on attracting, retaining and motivating highly trained sales personnel with the necessary scientific background and ability to understand oursystems at a technical level. In addition, we may need additional employees at our manufacturing facilities to meet demand for our products as we scale upour sales and marketing operations. Because of the complex and technical nature of our products and the dynamic market in which we compete, any failure toattract, train, retain and motivate qualified personnel could materially harm our operating results and growth prospects. If our diagnostics do not perform as expected, our operating results, reputation and business will suffer. Our success will depend on the market’s confidence that our technologies can provide reliable, high-quality diagnostic results. We believe that ourcustomers are likely to be particularly sensitive to any defects or errors in our products. If our technology failed to detect the presence of Candida or anotherbacterial pathogen and a patient subsequently 32 suffered from sepsis, or if our technology failed to detect impaired hemostasis and a patient faced adverse consequences from the misdiagnosis, then we couldface claims against us or our reputation could suffer as a result of such failures. The failure of our current products or planned diagnostic product candidatesto perform reliably or as expected could significantly impair our reputation and the public image of our products, and we may be subject to legal claimsarising from any defects or errors. The diagnostics market is highly competitive. If we fail to compete effectively, our business and operating results will suffer. We compete with commercial diagnostics companies. We believe our principal competition will come from traditional blood culture-baseddiagnostic companies, including Becton Dickinson & Co. and bioMerieux, Inc., as well as companies offering post-culture species identification using bothmolecular and non-molecular methods, including bioMerieux, Inc., Bruker Corporation, Cepheid and Siemens AG. Most of our expected competitors are either publicly traded, or are divisions of publicly traded companies, and have a number of competitiveadvantages over us, including: · greater name and brand recognition, financial and human resources; · established and broader product lines; · larger sales forces and more established distribution networks; · substantial intellectual property portfolios; · larger and more established customer bases and relationships; and · better established, larger scale and lower-cost manufacturing capabilities. We believe that the principal competitive factors in all of our target markets include: · impact of products on the health of the patient; · impact of the use of products on the cost of treating patients in the hospital; · cost of capital equipment; · reputation among physicians, hospitals and other healthcare providers; · innovation in product offerings; · flexibility and ease-of-use; · speed, accuracy and reproducibility of results; and · ability to implement a consumables-based model for panels. We believe that additional competitive factors specific to the diagnostics market include: · breadth of clinical decisions that can be influenced by information generated by diagnostic tests; · volume, quality and strength of clinical and analytical validation data; · availability of adequate reimbursement for testing services and procedures for healthcare providers using our products; and · economic benefit accrued to hospitals based on the total cost to treat a patient for a health condition. 33 We cannot assure you that we will effectively compete or that we will be successful in the face of increasing competition from new products andtechnologies introduced by our existing competitors or new companies entering our markets. In addition, we cannot assure you that our future competitors donot have or will not develop products or technologies that enable them to produce competitive products with greater capabilities or at lower costs than ourproduct candidates. Any failure to compete effectively could materially and adversely affect our business, financial condition and operating results. Undetected errors or defects in our products or product candidates could harm our reputation, decrease market acceptance of our products or expose us toproduct liability claims. Our products or product candidates may contain undetected errors or defects. Disruptions or other performance problems with our products orproduct candidates may damage our customers’ businesses and could harm our reputation. If that occurs, we may incur significant costs, the attention of ourkey personnel could be diverted or other significant customer relations problems may arise. We may also be subject to warranty and liability claims fordamages related to errors or defects in our products or product candidates. A material liability claim or other occurrence that harms our reputation or decreasesmarket acceptance of our products or product candidates could harm our business and operating results. The sale and use of products or product candidates or services based on our technologies, or activities related to our research and clinical studies,could lead to the filing of product liability claims if someone were to allege that one of our products or product candidates contained a design ormanufacturing defect. A product liability claim could result in substantial damages and be costly and time consuming to defend, either of which couldmaterially harm our business or financial condition. We cannot assure you that our product liability insurance would adequately protect our assets from thefinancial impact of defending a product liability claim. Any product liability claim brought against us, with or without merit, could increase our productliability insurance rates or prevent us from securing insurance coverage in the future. We may not be able to develop new product candidates or enhance the capabilities of our systems to keep pace with our industry’s rapidly changingtechnology and customer requirements, which could have a material adverse impact on our revenue, results of operations and business. Our industry is characterized by rapid technological changes, frequent new product introductions and enhancements and evolving industrystandards. Our success depends on our ability to develop new product candidates and applications for our technology in new markets that develop as a resultof technological and scientific advances, while improving the performance and cost-effectiveness of our existing product candidates. New technologies,techniques or products could emerge that might offer better combinations of price and performance than the products and systems that we plan to sell.Existing markets for our intended diagnostic product candidates are characterized by rapid technological change and innovation. It is critical to our successthat we anticipate changes in technology and customer requirements and physician, hospital and healthcare provider practices and successfully introducenew, enhanced and competitive technologies to meet our prospective customers’ needs on a timely and cost-effective basis. At the same time, however, wemust carefully manage our introduction of new products. If potential customers believe that such products will offer enhanced features or be sold for a moreattractive price, they may delay purchases until such products are available. We may also have excess or obsolete inventory of older products as we transitionto new products, and we have no experience in managing product transitions. If we do not successfully innovate and introduce new technology into ouranticipated product lines or manage the transitions of our technology to new product offerings, our revenue, results of operations and business will beadversely impacted. Competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards orcustomer requirements. We anticipate that we will face strong competition in the future as expected competitors develop new or improved products and asnew companies enter the market with new technologies. We are developing additional product candidates that we intend to be used with T2Dx, including T2Bacteria for detection of certain strains ofsepsis-causing bacteria and T2Lyme for detection of certain strains of Lyme disease-causing bacteria. We are also developing T2Stat, to be used with ourdevelopmental T2HemoStat panel, which is designed to detect impaired hemostasis. We may have problems applying our technologies to these other areasand our new applications may not be as effective in detection as our initial applications. Any failure or delay in creating a customer base or launching newapplications may compromise our ability to achieve our growth objectives. 34 Manufacturing risks may adversely affect our ability to manufacture products and could reduce our gross margins and negatively affect our operatingresults. Our business strategy depends on our ability to manufacture our current and proposed products in sufficient quantities and on a timely basis so as tomeet consumer demand, while adhering to product quality standards, complying with regulatory requirements and managing manufacturing costs. We aresubject to numerous risks relating to our manufacturing capabilities, including: · quality or reliability defects in product components that we source from third party suppliers;· our inability to secure product components in a timely manner, in sufficient quantities or on commercially reasonable terms;· our failure to increase production of products to meet demand;· the challenge of implementing and maintaining acceptable quality systems while experiencing rapid growth;· our inability to modify production lines to enable us to efficiently produce future products or implement changes in current products inresponse to regulatory requirements; and· difficulty identifying and qualifying alternative suppliers for components in a timely manner. These risks are likely to be exacerbated by our limited experience with our current products and manufacturing processes. As demand for our productsincreases, we will need to invest additional resources to purchase components, hire and train employees, and enhance our manufacturing processes andquality systems. If we fail to increase our production capacity efficiently while also maintaining quality requirements, our sales may not increase in line withour forecasts and our operating margins could fluctuate or decline. In addition, although we expect some of our product candidates to share product featuresand components with the T2Dx and T2Candida panel, manufacturing of these products may require the modification of our production lines, the hiring ofspecialized employees, the identification of new suppliers for specific components, or the development of new manufacturing technologies. It may not bepossible for us to manufacture these products at a cost or in quantities sufficient to make these products commercially viable. We currently develop, manufacture and test our products and product candidates and some of their components in three facilities. If these or any futurefacility or our equipment were damaged or destroyed, or if we experience a significant disruption in our operations for any reason, our ability to continueto operate our business could be materially harmed. We currently develop our diagnostic products and product candidates exclusively in a facility in Lexington, Massachusetts and manufacture andtest some components of our products and product candidates in separate facilities in Worcester and Wilmington, Massachusetts, respectively. If these or anyfuture facility were to be damaged, destroyed or otherwise unable to operate, whether due to fire, floods, hurricanes, storms, tornadoes, other natural disasters,employee malfeasance, terrorist acts, power outages, or otherwise, or if our business is disrupted for any other reason, we may not be able to develop or testour products and product candidates as promptly as our potential customers expect, or possibly not at all. The manufacture of components of our products and product candidates at our Wilmington facility involves complex processes, sophisticatedequipment and strict adherence to specifications and quality systems procedures. Any unforeseen manufacturing problems, such as contamination of ourfacility, equipment malfunction, or failure to strictly follow procedures or meet specifications, could result in delays or shortfalls in production of ourproducts. Identifying and resolving the cause of any manufacturing issues could require substantial time and resources. If we are unable to keep up withfuture demand for our products by successfully manufacturing and shipping our products in a timely manner, our revenue growth could be impaired andmarket acceptance of our product candidates could be adversely affected. We maintain insurance coverage against damage to our property and equipment, subject to deductibles and other limitations that we believe isadequate. If we have underestimated our insurance needs with respect to an interruption, or if an interruption is not subject to coverage under our insurancepolicies, we may not be able to cover our losses. We may be adversely affected by fluctuations in demand for, and prices of, rare earth materials. T2MR relies, in part, on rare earth materials and products. For example, T2Dx utilizes magnets which are extracted from the earth. Although there arecurrently multiple suppliers for these rare earth materials, changes in demand for, and the market price of, these magnets could significantly affect our abilityto manufacture our T2MR-based instruments and, consequently, our profitability. Rare earth minerals and product prices may fluctuate and are affected bynumerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, global and regional supply and demand for rare earthminerals and products, and the political and economic conditions of countries that produce rare earth minerals and products. 35 Provisions of our debt instruments may restrict our ability to pursue our business strategies. Our credit facilities require us, and any debt instruments we may enter into in the future may require us, to comply with various covenants that limitour ability to, among other things: · convey, lease, sell, transfer, assign or otherwise dispose of assets; · change the nature or location of our business; · complete mergers or acquisitions; · incur indebtedness; · encumber assets; · pay dividends or make other distributions to holders of our capital stock (other than dividends paid solely in common stock); · make specified investments; · change certain key management personnel; and · engage in material transactions with our affiliates. These restrictions could inhibit our ability to pursue our business strategies. If we default under our credit facilities, and such event of default wasnot cured or waived, the lenders could terminate commitments to lend and cause all amounts outstanding with respect to the debt to be due and payableimmediately, which in turn could result in cross defaults under other debt instruments. Our assets and cash flow may not be sufficient to fully repayborrowings under all of our outstanding debt instruments if some or all of these instruments are accelerated upon a default. We may incur additional indebtedness in the future. The debt instruments governing such indebtedness could contain provisions that are as, ormore, restrictive than our existing debt instruments. If we are unable to repay, refinance or restructure our indebtedness when payment is due, the lenderscould proceed against the collateral granted to them to secure such indebtedness or force us into bankruptcy or liquidation. As part of our current business model, we will seek to enter into strategic relationships with third parties to develop and commercialize diagnosticproducts. We intend to enter into strategic relationships with third parties for future diagnostic products. However, there is no assurance that we will besuccessful in doing so. Establishing strategic relationships can be difficult and time-consuming. Discussions may not lead to agreements on favorable terms,if at all. To the extent we agree to work exclusively with a party in a given area, our opportunities to collaborate with others or develop opportunitiesindependently could be limited. Potential collaborators or licensors may elect not to work with us based upon their assessment of our financial, regulatory orintellectual property position. Even if we establish new strategic relationships, they may never result in the successful development or commercialization offuture products. Acquisitions or joint ventures could disrupt our business, cause dilution to our stockholders and otherwise harm our business. We may acquire other businesses, products or technologies as well as pursue strategic alliances, joint ventures, technology licenses or investments incomplementary businesses. We have not made any acquisitions to date, and our ability to do so successfully is unproven. Any of these transactions could bematerial to our financial condition and operating results and expose us to many risks, including: · disruption in our relationships with future customers or with current or future distributors or suppliers as a result of such a transaction; · unanticipated liabilities related to acquired companies; 36 · difficulties integrating acquired personnel, technologies and operations into our existing business; · diversion of management time and focus from operating our business to acquisition integration challenges; · increases in our expenses and reductions in our cash available for operations and other uses; · possible write-offs or impairment charges relating to acquired businesses; and · inability to develop a sales force for any additional product candidates. Foreign acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across differentcultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. Also, the anticipated benefit of any acquisition may not materialize. Future acquisitions or dispositions could result in potentially dilutive issuancesof our equity securities, the incurrence of debt, contingent liabilities or amortization expenses or write-offs of goodwill, any of which could harm ourfinancial condition. We cannot predict the number, timing or size of future joint ventures or acquisitions, or the effect that any such transactions might haveon our operating results. If treatment guidelines for sepsis change, or the standard of care evolves, we may need to redesign and seek new marketing authorization from the FDA forour products. If treatment guidelines for sepsis change, or the standard of care evolves, we may need to redesign and seek new marketing authorization from theFDA for our products. For example, current treatment recommendations for Candida infections, including those published by the Infectious Diseases Societyof America, call for identical treatment for two species of Candida, C. albicans and C. tropicalis, and identical treatment for two other species, C. glabrataand C. krusei. Although our T2Candida test is technically capable of distinguishing among these species, we have designed it based on current treatmentguidelines and therefore it does not distinguish between two species if they are subject to the same recommended treatment. Our FDA authorization to marketT2Dx and T2Candida in the United States is also based on current treatment guidelines. If treatment guidelines change so that different treatments becomedesirable for the two species currently subject to the same recommended treatment, the clinical utility of our T2Candida test could be diminished and wecould be required to seek marketing authorization from the FDA for a revised test that would distinguish between the two species. Our ability to use net operating losses to offset future taxable income may be subject to certain limitations. As of December 31, 2014, we had federal net operating loss carryforwards, or NOLs, to offset future taxable income of $84.8 million, which areavailable to offset future taxable income, if any, through 2034. Under Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownershipchange” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. We may have already experienced one or more ownershipchanges. Depending on the timing of any future utilization of our carryforwards, we may be limited as to the amount that can be utilized each year as a resultof such previous ownership changes. In addition, future changes in our stock ownership, as well as other changes that may be outside of our control, couldresult in additional ownership changes under Section 382 of the Internal Revenue Code. Our NOLs may also be impaired under similar provisions of statelaw. We have recorded a full valuation allowance related to our NOLs and other deferred tax assets due to the uncertainty of the ultimate realization of thefuture benefits of those assets. We face risks related to handling hazardous materials and other regulations governing environmental safety. Our operations are subject to complex and stringent environmental, health, safety and other governmental laws and regulations that both publicofficials and private individuals may seek to enforce. Our activities that are subject to these regulations include, among other things, our use of hazardousmaterials and the generation, transportation and storage of waste. We may not be in material compliance with these regulations. Existing laws and regulationsmay also be revised or reinterpreted, or new laws and regulations may become applicable to us, whether retroactively or prospectively, that may have anegative effect on our business and results of operations. It is also impossible to eliminate completely the risk of accidental environmental contamination orinjury to individuals. In such an event, we could be liable for any damages that result, which could adversely affect our business. 37 We expect to generate a portion of our future revenue internationally and are subject to various risks relating to our international activities which couldadversely affect our operating results. We believe that a portion of our future revenue will come from international sources as we implement and expand overseas operations. Engaging ininternational business involves a number of difficulties and risks, including: · required compliance with existing and changing foreign healthcare and other regulatory requirements and laws, such as those relating to patientprivacy or handling of bio-hazardous waste; · required compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act, data privacy requirements,labor laws and anti-competition regulations; · export or import restrictions; · various reimbursement and insurance regimes; · laws and business practices favoring local companies; · longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems; · political and economic instability; · potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers; · foreign exchange controls; · difficulties and costs of staffing and managing foreign operations; and · difficulties protecting or procuring intellectual property rights. As we expand internationally, our results of operations and cash flows will become increasingly subject to fluctuations due to changes in foreigncurrency exchange rates. Our expenses are generally denominated in the currencies in which our operations are located, which is in the United States. If thevalue of the U.S. dollar increases relative to foreign currencies in the future, in the absence of a corresponding change in local currency prices, our futurerevenue could be adversely affected as we convert future revenue from local currencies to U.S. dollars. If we dedicate resources to our international operations and are unable to manage these risks effectively, our business, operating results andprospects will suffer. Our employees, independent contractors, principal investigators, consultants, commercial partners and vendors may engage in misconduct or otherimproper activities, including non-compliance with regulatory standards and requirements. We are exposed to the risk of fraud or other misconduct by our employees, independent contractors, principal investigators, consultants, commercialpartners and vendors. Misconduct by these parties could include intentional, reckless or negligent failures to: comply with the regulations of the FDA andother similar foreign regulatory bodies; provide true, complete and accurate information to the FDA and other similar regulatory bodies; comply withmanufacturing standards we have established; comply with healthcare fraud and abuse laws and regulations in the United States and similar foreignfraudulent misconduct laws; or report financial information or data accurately, or disclose unauthorized activities to us. These laws may impact, among otherthings, our activities with principal investigators and research subjects, as well as our sales, marketing and education programs. In particular, the promotion,sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct,kickbacks, self-dealing and other abusive practices. These laws may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, salescommission, customer incentive programs and other business arrangements. Such misconduct could also involve the improper use of information obtained inthe course of clinical studies, which could result in regulatory sanctions and cause serious harm to our reputation. We currently have a code of conductapplicable to all of our employees, but it is not always possible to identify and deter employee misconduct, and our code of conduct and the otherprecautions we take to detect and 38 prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or in protecting us from governmental investigations or otheractions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful indefending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal andadministrative penalties, damages, monetary fines, disgorgement, individual imprisonment, possible exclusion from participation in Medicare, Medicaid andother federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any ofwhich could adversely affect our ability to operate our business and our results of operations. Any of these actions or investigations could result insubstantial costs to us, including legal fees, and divert the attention of management from operating our business. We depend on our information technology systems, and any failure of these systems could harm our business. We depend on information technology systems for significant elements of our operations, including the storage of data and retrieval of criticalbusiness information. We have installed, and expect to expand, a number of enterprise software systems that affect a broad range of business processes andfunctional areas, including systems handling human resources, financial controls and reporting, contract management, regulatory compliance and otherinfrastructure operations. These information technology systems may support a variety of functions, including laboratory operations, test validation, qualitycontrol, customer service support, billing and reimbursement, research and development activities and general administrative activities. Our clinical trial datais currently stored on a third party’s servers. Information technology systems are vulnerable to damage from a variety of sources, including network failures, malicious human acts and naturaldisasters. Moreover, despite network security and back-up measures, some of our servers are potentially vulnerable to physical or electronic break-ins,computer viruses and similar disruptive problems. Despite the precautionary measures we have taken to prevent unanticipated problems that could affect ourinformation technology systems, failures or significant downtime of our information technology systems or those used by our third-party service providerscould prevent us from conducting our general business operations. Any disruption or loss of information technology systems on which critical aspects of ouroperations depend could have an adverse effect on our business. Further, we store highly confidential information on our information technology systems,including information related to clinical data, product designs and plans to create new products. If our servers or the servers of the third party on which ourclinical data is stored are attacked by a physical or electronic break-in, computer virus or other malicious human action, our confidential information couldbe stolen or destroyed. Risks Related to Government Regulation and Diagnostic Product Reimbursement Approval and clearance by the FDA and foreign regulatory authorities for our diagnostic tests takes significant time and requires significant research,development and clinical study expenditures and ultimately may not succeed. The medical device industry is regulated extensively by governmental authorities, principally the FDA and corresponding state regulatoryagencies. The regulations are very complex and are subject to rapid change and varying interpretations. Regulatory restrictions or changes could limit ourability to carry on or expand our operations or result in higher than anticipated costs or lower than anticipated sales. The FDA and other U.S. governmentalagencies regulate numerous elements of our business, including: · product design and development;· pre-clinical and clinical testing and trials;· product safety;· establishment registration and product listing;· labeling and storage;· marketing, manufacturing, sales and distribution;· pre-market clearance or approval;· servicing and post-market surveillance;· advertising and promotion; and· recalls and field safety corrective actions. Before we begin to label and market our product candidates for use as clinical diagnostics in the United States, we are required to obtain clearancefrom the FDA under Section 510(k) of the Federal Food, Drug and Cosmetic Act, approval of a de novo reclassification petition for our product, or approval ofpre-market approval, or PMA, application from the FDA, unless an exemption from pre-market review applies. In the 510(k) clearance process, the FDA mustdetermine that a 39 proposed device is “substantially equivalent” to a device legally on the market, known as a “predicate” device, with respect to intended use, technology andsafety and effectiveness, in order to clear the proposed device for marketing. Clinical data is sometimes required to support substantial equivalence. The PMApathway requires an applicant to demonstrate the safety and effectiveness of the device based, in part, on extensive data, including, but not limited to,technical, preclinical, clinical trial, manufacturing and labeling data. The PMA process is typically required for devices that are deemed to pose the greatestrisk, such as life-sustaining, life-supporting or implantable devices. However, some devices are automatically subject to the PMA pathway regardless of thelevel of risk they pose because they have not previously been classified into a lower risk class by the FDA. Manufacturers of these devices may request thatFDA review such devices in accordance with the de novo classification procedure, which allows a manufacturer whose novel device would otherwise requirethe submission and approval of a PMA prior to marketing to request down-classification of the device on the basis that the device presents low or moderaterisk. If the FDA agrees with the down-classification, the applicant will then receive approval to market the device. This device type can then be used as apredicate device for future 510(k) submissions. The process of obtaining regulatory clearances or approvals, or completing the de novo classification process,to market a medical device can be costly and time consuming, and we may not be able to successfully obtain pre-market reviews on a timely basis, if at all. We received pre-market clearance for our T2Dx instrument and T2Candida test panel under the de novo application procedure in September 2014.From time to time, we may make modifications to these products that may require a new 510(k). Based on non-binding communications from the FDA, weexpect the T2Bacteria panel to be eligible for a 510(k) submission. If the FDA requires us to go through a lengthier, more rigorous examination for our future product candidates than we had expected, our productintroductions or modifications could be delayed or canceled, which could cause our launch to be delayed or, in the future, our sales to decline. In addition,the FDA may determine that our product candidates require the more costly, lengthy and uncertain PMA process. The FDA can delay, limit or deny clearance or approval of a device for many reasons, including: · we may not be able to demonstrate to the FDA’s satisfaction that our product candidates are safe and effective, sensitive and specific diagnostictests, for their intended users; · the data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required; and · the manufacturing process or facilities we use may not meet applicable requirements. In addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take otheractions which may prevent or delay approval or clearance of our products under development or impact our ability to modify our currently approved orcleared products on a timely basis. For example, in response to industry and healthcare provider concerns regarding the predictability, consistency and rigorof the 510(k) regulatory pathway, the FDA initiated an evaluation of the program, and in January 2011, announced several proposed actions intended toreform the review process governing the clearance of medical devices. The FDA intends these reform actions to improve the efficiency and transparency ofthe clearance process, as well as bolster patient safety. In addition, as part of the Food and Drug Administration Safety and Innovation Act, or FDASIA,Congress reauthorized the Medical Device User Fee Amendments with various FDA performance goal commitments and enacted several “Medical DeviceRegulatory Improvements” and miscellaneous reforms which are further intended to clarify and improve medical device regulation both pre- and post-approval. Any delay in, or failure to receive or maintain, clearance or approval for our product candidates could prevent us from generating revenue from theseproduct candidates and adversely affect our business operations and financial results. Additionally, the FDA and other regulatory authorities have broadenforcement powers. Regulatory enforcement or inquiries, or other increased scrutiny on us, could affect the perceived safety and efficacy of our products andproduct candidates and dissuade our customers from using our products and product candidates. Obtaining FDA clearance, de novo down classification, or approval for diagnostics can be expensive and uncertain, and generally takes from severalmonths to several years, and generally requires detailed and comprehensive scientific and clinical data. Notwithstanding the expense, these efforts may neverresult in FDA clearance. Even if we were to obtain regulatory clearance, it may not be for the uses we believe are important or commercially attractive, inwhich case we would not be permitted to market our product for those uses. 40 Even if granted, a 510(k) clearance, de novo down classification, or PMA approval for any future product would likely place substantial restrictionson how our device is marketed or sold, and the FDA will continue to place considerable restrictions on our products and operations. For example, themanufacture of medical devices must comply with the FDA’s Quality System Regulation, or QSR. In addition, manufacturers must register theirmanufacturing facilities, list the products with the FDA, and comply with requirements relating to labeling, marketing, complaint handling, adverse eventand medical device reporting, reporting of corrections and removals, and import and export. The FDA monitors compliance with the QSR and these otherrequirements through periodic inspections. If our facilities or those of our manufacturers or suppliers are found to be in violation of applicable laws andregulations, or if we or our manufacturers or suppliers fail to take satisfactory corrective action in response to an adverse inspection, the regulatory authoritycould take enforcement action, including any of the following sanctions: · untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties; · customer notifications or repair, replacement, refunds, detention or seizure of our products; · operating restrictions or partial suspension or total shutdown of production; · refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products; · withdrawing 510(k) marketing clearances or PMA approvals that have already been granted; · refusing to provide Certificates for Foreign Government; · refusing to grant export approval for our products; or · pursuing criminal prosecution. Any of these sanctions could impair our ability to produce our products and product candidates in a cost-effective and timely manner in order tomeet our customers’ demands, and could have a material adverse effect on our reputation, business, results of operations and financial condition. We may alsobe required to bear other costs or take other actions that may have a negative impact on our future sales and our ability to generate profits. Sales of our diagnostic products and product candidates outside the United States are subject to foreign regulatory requirements governing clinicalstudies, vigilance reporting, marketing approval, manufacturing, product licensing, pricing and reimbursement. These regulatory requirements vary greatlyfrom country to country. As a result, the time required to obtain approvals outside the United States may differ from that required to obtain FDA clearance andwe may not be able to obtain foreign regulatory approvals on a timely basis or at all. Clearance by the FDA does not ensure approval by regulatoryauthorities in other countries, and approval by one foreign regulatory authority does not ensure clearance or approval by regulatory authorities in othercountries or by the FDA. Foreign regulatory authorities could require additional testing. Failure to comply with these regulatory requirements, or to obtainrequired clearances or approvals, could impair our ability to commercialize our diagnostic products and product candidates outside of the United States. Modifications to our products, if cleared or approved, may require new 510(k) clearances or pre-market approvals, or may require us to cease marketingor recall the modified products until clearances are obtained. Any modification to a device authorized for marketing that could significantly affect its safety or effectiveness, or that would constitute a majorchange in its intended use, design or manufacture, requires a new 510(k) clearance or, possibly, approval of a PMA. The FDA requires every manufacturer tomake this determination in the first instance, but the FDA may review any manufacturer’s decision. The FDA may not agree with our decisions regardingwhether new clearances or approvals are necessary. If the FDA disagrees with our determination and requires us to submit new 510(k) notifications or PMAsfor modifications to previously cleared products for which we conclude that new clearances or approvals are unnecessary, we may be required to ceasemarketing or to recall the modified product until we obtain clearance or approval, and we may be subject to significant regulatory fines or penalties. Furthermore, the FDA’s ongoing review of the 510(k) program may make it more difficult for us to make modifications to any products for which weobtain clearance, either by imposing more strict requirements on when a manufacturer must submit a new 510(k) for a modification to a previously clearedproduct, or by applying more onerous 41 review criteria to such submissions. For example, in accordance with FDASIA, the FDA was obligated to prepare a report for Congress on the FDA’s approachfor determining when a new 510(k) will be required for modifications or changes to a previously cleared device. The FDA recently issued this report andindicated that manufacturers should continue to adhere to the FDA’s 1997 Guidance on this topic when making a determination as to whether or not a new510(k) is required for a change or modification to a device. However, the practical impact of the FDA’s continuing scrutiny of the 510(k) program remainsunclear. A recall of our products, either voluntarily or at the direction of the FDA, or the discovery of serious safety issues with our products that leads to correctiveactions, could have a significant adverse impact on us. The FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of materialdeficiencies or defects in design or manufacture of a product or in the event that a product poses an unacceptable risk to health. Manufacturers may, undertheir own initiative, recall a product if any material deficiency in a device is found. A government-mandated or voluntary recall by us or one of ourdistributors could occur as a result of an unacceptable risk to health, component failures, manufacturing errors, design or labeling defects or other deficienciesand issues. Under the FDA’s medical device reporting regulations, we are required to report to the FDA any incident in which our product may have caused orcontributed to a death or serious injury or in which our product malfunctioned and, if the malfunction were to recur, would likely cause or contribute to deathor serious injury. Repeated product malfunctions may result in a voluntary or involuntary product recall. Recalls of any of our products would divertmanagerial and financial resources and have an adverse effect on our reputation, results of operations and financial condition, which could impair our abilityto produce our products in a cost-effective and timely manner in order to meet our customers’ demands. Depending on the corrective action we take to redressa product’s deficiencies or defects, the FDA may require, or we may decide, that we will need to obtain new approvals or clearances for the device before wemay market or distribute the corrected device. Seeking such approvals or clearances may delay our ability to replace the recalled devices in a timely manner.Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action, including FDAwarning letters, product seizure, injunctions, administrative penalties, or civil or criminal fines. We may also be required to bear other costs or take otheractions that may have a negative impact on our sales as well as face significant adverse publicity or regulatory consequences, which could harm our business,including our ability to market our products in the future. Any adverse event involving our products could result in future voluntary corrective actions, such as recalls or customer notifications, or agencyaction, such as inspection, mandatory recall or other enforcement action. Any corrective action, whether voluntary or involuntary, as well as defendingourselves in a lawsuit, would require the dedication of our time and capital, distract management from operating our business and may harm our reputationand financial results. We may rely on third parties to conduct future studies of our product candidates that may be required by the FDA or other regulatory authorities, andthose third parties may not perform satisfactorily. We may rely on third parties, including medical investigators, to conduct such studies. Our reliance on these third parties for clinical developmentactivities will reduce our control over these activities. These third parties may not complete activities on schedule or conduct studies in accordance withregulatory requirements or our study design. If applicable, our reliance on third parties that we do not control will not relieve us of any applicablerequirement to prepare, and ensure compliance with, various procedures required under good clinical practices. If these third parties do not successfully carryout their contractual duties or regulatory obligations or meet expected deadlines, if the third parties need to be replaced or if the quality or accuracy of thedata they obtain is compromised due to their failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our studies may beextended, delayed, suspended or terminated, and we may not be able to obtain marketing authorization from the FDA or regulatory clearance for our productcandidates. Our future customers are highly dependent on payment from third-party payors, and inadequate coverage and reimbursement for diagnostic tests using ourtechnology or procedures using our products and product candidates and the commercial success of our diagnostic products and product candidateswould be compromised. Successful commercialization of our diagnostic products and product candidates depends, in large part, to the extent the costs of our products andproduct candidates purchased by our customers are reimbursed, either separately or through bundled payment, by third-party private and governmentalpayors, including Medicare, Medicaid, managed care organizations and private insurance plans. There is significant uncertainty surrounding third-partycoverage and reimbursement for the use of tests that incorporate new technology, such as T2MR. 42 Hospitals, clinical laboratories and other healthcare provider customers that may purchase our products and product candidates, if approved,generally bill various third-party payors to cover all or a portion of the costs and fees associated with diagnostic tests, including the cost of the purchase ofour products and product candidates. We currently expect that the majority of our diagnostic tests will be performed in a hospital inpatient setting, wheregovernmental payors, such as Medicare, generally reimburse hospitals a single bundled payment that is based on the patients’ diagnosis under aclassification system known as the Medicare severity diagnosis-related groups, classification for all items and services provided to the patient during a singlehospitalization, regardless of whether our diagnostic tests are performed during such hospitalization. To the extent that our diagnostic tests will be performedin an outpatient setting, our products and product candidates may be eligible for separate payment, for example, under the Clinical Laboratory Fee Scheduleusing existing Current Procedural Terminology codes. Third-party payors may deny coverage, however, if they determine that the diagnostic tests using ourproducts are not cost-effective compared to the use of alternative testing methods as determined by the payor, or is deemed by the third-party payor to beexperimental or medically unnecessary. Even if third-party payors make coverage and reimbursement available, such reimbursement may not be adequate orthese payors’ reimbursement policies may have an adverse effect on our business, results of operations, financial condition and cash flows. Our customers’ access to adequate coverage and reimbursement for inpatient procedures using our products and product candidates by governmentand private insurance plans is central to the acceptance of our products. We cannot predict at this time the adequacy of payments, whether made separately inan outpatient setting or with a bundled payment amount in an inpatient setting. We may be unable to sell our products on a profitable basis if third-partypayors deny coverage or reduce their current levels of payment, or if our costs of production increase faster than increases in reimbursement levels. In many countries outside of the United States, various coverage, pricing and reimbursement approvals are required. We expect that it will takeseveral years to establish broad coverage and reimbursement for testing services based on our products with payors in countries outside of the United States,and our efforts may not be successful. We are subject to federal and state healthcare fraud and abuse laws and other federal and state laws applicable to our business activities. If we are unableto comply, or have not complied, with such laws, we could face substantial penalties. Our operations are, and will continue to be, directly or indirectly subject to various federal and state fraud and abuse laws, including, withoutlimitation, the federal and state anti-kickback statutes, physician payment transparency laws and false claims laws. These laws impact, among other things,our sales and marketing and education programs and require us to implement additional internal systems for tracking certain marketing expenditures andreporting them to government authorities. In addition, we may be subject to patient privacy and security regulation by both the federal government and thestates in which we conduct our business. The laws that may affect our ability to operate include: · the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly or willfully soliciting, receiving,offering or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, in return for or to induce either the referral ofan individual for, or the purchase, lease, order or recommendation of, any good, facility, item or services for which payment may be made, inwhole or in part, under a federal healthcare program such as the Medicare and Medicaid programs; · federal false claims laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented,claims for payment from or approval by a governmental payor program that are false or fraudulent; · the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which established new federal crimes for, among otherthings, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or making materiallyfalse statements in connection with the delivery of or payment for healthcare benefits, items or services; · HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certainelectronic healthcare transactions and protects the security and privacy of protected health information; · the federal physician sunshine requirements under the Patient Protection and Affordable Care Act, as amended by the Health Care andEducation Reconciliation Act, or collectively, ACA, which requires manufacturers of drugs, devices, biologicals, and medical supplies to reportannually to the CMS information related to payments 43 and other transfers of value to physicians and teaching hospitals, and ownership and investment interests held by physicians and theirimmediate family members; and · state or foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items orservices reimbursed by any third-party payor, including commercial insurers; state laws that require device companies to comply with theindustry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government, or otherwiserestrict payments that may be made to healthcare providers and other potential referral sources; state laws that require manufacturers to reportinformation related to payments and other transfers of value to physicians, hospitals and other healthcare providers or marketing expenditures;and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other insignificant ways, thus complicating compliance efforts. Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of ourbusiness activities could be subject to challenge under one or more of such laws. In addition, recent healthcare reforms have strengthened these laws. Forexample, the ACA, among other things, amends the intent requirement of the federal anti-kickback statute. A person or entity no longer needs to have actualknowledge of the statute or specific intent to violate it. The ACA codified case law by amending the False Claims Act, such that violations of the anti-kickback statute are now deemed violations of the False Claims Act. If our operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us, we may besubject to penalties, including administrative, civil and criminal penalties, damages, fines, disgorgement, the curtailment or restructuring of our operations,the exclusion from participation in federal and state healthcare programs and individual imprisonment, any of which could adversely affect our ability tooperate our business and our results of operations. Healthcare policy changes, including legislation reforming the United States healthcare system, may have a material adverse effect on our financialcondition and results of operations. The ACA, enacted in March 2010, makes changes that are expected to significantly impact the pharmaceutical and medical device industries andclinical laboratories. Since 2013, certain medical device manufacturers have had to pay an excise tax in an amount equal to 2.3% of the price for which suchmanufacturer sells its medical devices. We expect that the excise tax will apply to some or all of our diagnostic products and product candidates. The ACA also mandates a reduction in payments for clinical laboratory services paid under the Medicare Clinical Laboratory Fee Schedule, orCLFS, of 1.75% for the years 2011 through 2015 and a productivity adjustment to the CLFS, further reducing payment rates. Some commercial payors areguided by the CLFS in establishing their reimbursement rates. Clinicians may decide not to order clinical diagnostic tests if third-party payments areinadequate, and we cannot predict whether third-party payors will offer adequate reimbursement for procedures utilizing our products and product candidatesto make them commercially attractive. To the extent that the diagnostic tests using our products and product candidates are performed on an outpatient basis,these or any future proposed or mandated reductions in payments under the CLFS may apply to some or all of the clinical laboratory tests that our diagnosticscustomers may use our technology to deliver to Medicare beneficiaries and may indirectly reduce demand for our diagnostic products and productcandidates. Other significant measures contained in the ACA include coordination and promotion of research on comparative clinical effectiveness of differenttechnologies and procedures, initiatives to revise Medicare payment methodologies, such as bundling of payments across the continuum of care by providersand physicians, and initiatives to promote quality indicators in payment methodologies. The ACA also includes significant new fraud and abuse measures,including required disclosures of financial arrangements with physician customers, lower thresholds for violations and increasing potential penalties for suchviolations. In addition, the ACA establishes an Independent Payment Advisory Board, or IPAB, to reduce the per capita rate of growth in Medicare spending.The IPAB has broad discretion to propose policies to reduce healthcare expenditures, which may have a negative impact on payment rates for services,including our tests. The IPAB proposals may impact payments for clinical laboratory services that our diagnostics customers use our technology to deliverbeginning in 2016, and for hospital services beginning in 2020, and may indirectly reduce demand for our diagnostic products and product candidates. Tothe extent that the reimbursement amounts for sepsis decrease, it could adversely affect the market acceptance and hospital adoption of our technologies. 44 In addition, other legislative changes have been proposed and adopted in the United States since the ACA was enacted. On August 2, 2011, theBudget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction,tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, therebytriggering the legislation’s automatic reduction to several government programs. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signedinto law, which, among other things, further reduced Medicare payments to several providers, including hospitals, imaging centers and cancer treatmentcenters, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. The full impact on our business of the ACA and the other new laws is uncertain. Nor is it clear whether other legislative changes will be adopted orhow such changes would affect our industry generally or our ability to successfully commercialize our products and product candidates. Changes inhealthcare policy, such as the creation of broad test utilization limits for diagnostic products in general or requirements that Medicare patients pay forportions of clinical laboratory tests or services received, could substantially impact the sales of our tests, increase costs and divert management’s attentionfrom our business. Such co-payments by Medicare beneficiaries for laboratory services were discussed as possible cost savings for the Medicare program aspart of the debt ceiling budget discussions in mid-2011 and may be enacted in the future. In addition, sales of our tests outside of the United States willsubject us to foreign regulatory requirements, which may also change over time. We cannot predict whether future healthcare initiatives will be implemented at the federal or state level or in countries outside of the United Statesin which we may do business, or the effect any future legislation or regulation will have on us. The taxes imposed by the new federal legislation and theexpansion in government’s effect on the United States healthcare industry may result in decreased profits to us, lower reimbursements by payors for ourproducts and product candidates or reduced medical procedure volumes, all of which may adversely affect our business, financial condition and results ofoperations. Risks Related to Intellectual Property If we are unable to protect our intellectual property effectively, our business would be harmed. We rely on patent protection as well as trademark, copyright, trade secret protection and confidentiality agreements to protect the intellectualproperty rights related to our proprietary technologies. The strength of patents in our field involves complex legal and scientific questions. Uncertaintycreated by these questions means that our patents may provide only limited protection and may not adequately protect our rights or permit us to gain or keepany competitive advantage. We own or exclusively license 20 issued U.S. patents and 30 pending U.S. patent applications, including provisional and non-provisional filings. We also own or license 63 pending or granted counterpart applications worldwide. If we fail to protect our intellectual property, thirdparties may be able to compete more effectively against us and we may incur substantial litigation costs in our attempts to recover or restrict use of ourintellectual property. We cannot assure you that any of our currently pending or future patent applications will result in issued patents with claims that cover our productsand technologies in the United States or in other foreign countries, and we cannot predict how long it will take for such patents to be issued. Further, issuanceof a patent is not conclusive as to its inventorship or scope, and there is no guarantee that our issued patents will include claims that are sufficiently broad tocover our technologies or to provide meaningful protection from our competitors. Further, we cannot be certain that all relevant prior art relating to ourpatents and patent applications has been found. Accordingly, there may be prior art that can invalidate our issued patents or prevent a patent from issuingfrom a pending patent application, at all or with claims that have a scope broad enough to provide meaningful protection from our competitors. Even if patents do successfully issue and even if such patents cover our products and technologies, we cannot assure you that other parties will notchallenge the validity, enforceability or scope of such issued patents in the United States and in foreign countries, including by proceedings such asreexamination, inter-partes review, interference, opposition, or other patent office or court proceedings. Moreover, we cannot assure you that if such patentswere challenged in court or before a regulatory agency that the patent claims will be held valid, enforceable, to be sufficiently broad to cover ourtechnologies or to provide meaningful protection from our competitors. Nor can we assure you that the court or agency will uphold our ownership rights insuch patents. Accordingly, we cannot guarantee that we will be successful in defending challenges made against our patents and patent applications. Anysuccessful third-party challenge to our patents could result in the unenforceability or invalidity of such patents, or narrowing of clam scope, such that wecould be deprived of patent 45 protection necessary for the successful commercialization of our products and technologies, which could adversely affect our business. Furthermore, even if they are unchallenged, our patents and patent applications may not adequately protect our intellectual property, provideexclusivity for our products and technologies or prevent others from designing around our claims. Others may independently develop similar or alternativeproducts and technologies or duplicate any of our products and technologies. These products and technologies may not be covered by claims of issuedpatents owned by our company. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impacton our business. In addition, competitors could purchase our products and attempt to replicate some or all of the competitive advantages we derive from ourdevelopment efforts, willfully infringe our intellectual property rights, design around our protected technology or develop their own competitivetechnologies that fall outside of the protections provided by our intellectual property rights. If our intellectual property, including licensed intellectualproperty, does not adequately protect our market position against competitors’ products and methods, our competitive position could be adversely affected,as could our business. Further, if we encounter delays in regulatory approvals, the period of time during which we could market a product or product candidate underpatent protection could be reduced. Since patent applications in the United States and most other countries are confidential for a period of time after filing,and some remain so until issued, we cannot be certain that we were the first to make the inventions covered by our pending patent applications, or that wewere the first to file any patent application related to a product or product candidate. Furthermore, if third parties have filed such patent applications, aninterference proceeding in the United States can be initiated by a third party to determine who was the first to invent any of the subject matter covered by thepatent claims of our applications. In addition, patents have a limited lifespan. In the United States, the natural expiration of a patent is generally 20 years afterit is filed. Various extensions may be available; however the life of a patent, and the protection it affords, is limited. Further, the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States.As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad. If we areunable to prevent material disclosure of the non-patented intellectual property related to our technologies to third parties, and there is no guarantee that wewill have any such enforceable trade secret protection, we may not be able to establish or maintain a competitive advantage in our market, which couldmaterially adversely affect our business, results of operations and financial condition. We depend on certain technologies that are licensed to us. We do not control the intellectual property rights covering these technologies and any loss ofour rights to these technologies or the rights licensed to us could prevent us from selling our products. We are a party to a number of license agreements under which we are granted rights to intellectual property that is important to our business and weexpect that we may need to enter into additional license agreements in the future. We rely on these licenses in order to be able to use various proprietarytechnologies that are material to our business, including an exclusive license to patents and patent applications from Massachusetts General Hospital, orMGH, and non-exclusive licenses from other third parties related to materials used currently in our research and development activities, and which we use inour commercial activities. Our rights to use these technologies and employ the inventions claimed in the licensed patents are subject to the continuation ofand our compliance with the terms of those licenses. Our existing license agreements impose, and we expect that future license agreements will impose on us,various diligence obligations, payment of milestones or royalties and other obligations. If we fail to comply with our obligations under these agreements, orwe are subject to a bankruptcy, the licensor may have the right to terminate the license, in which event we would not be able to market products covered bythe license. As we have done previously, we may need to obtain licenses from third parties to advance our research or allow commercialization of our productsand technologies, and we cannot provide any assurances that third-party patents do not exist which might be enforced against our current products andtechnologies or future products in the absence of such a license. We may fail to obtain any of these licenses on commercially reasonable terms, if at all. Evenif we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In that event, wemay be required to expend significant time and resources to develop or license replacement technology. If we are unable to do so, we may be unable todevelop or commercialize the affected products and technologies, which could materially harm our business and the third parties owning such intellectualproperty rights could seek either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties or other forms ofcompensation. 46 In some cases, we do not control the prosecution, maintenance, or filing of the patents that are licensed to us, or the enforcement of these patentsagainst infringement by third parties. Some of our patents and patent applications were not filed by us, but were either acquired by us or are licensed fromthird parties. Thus, these patents and patent applications were not drafted by us or our attorneys, and we did not control or have any input into theprosecution of these patents and patent applications either prior to our acquisition of, or entry into a license with respect to, such patents and patentapplications. With respect to the patents we license from MGH, although we have rights under our agreement to provide input into prosecution andmaintenance activities, and are actively involved in such ongoing prosecution, MGH retains ultimate control over such prosecution and maintenance. Wetherefore cannot be certain that the same attention was given, or will continue to be given, to the drafting and prosecution of these patents and patentapplications as we may have exercised if we had control over the drafting and prosecution of such patents and patent applications, or that we will agree withdecisions taken by MGH in relation to ongoing prosecution activities. We also cannot be certain that drafting or prosecution of the patents and patentapplications licensed to us have been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents.Further, as MGH retains the right to enforce these patents against third-party infringement, we cannot be certain that MGH will elect to enforce these patentsto the extent that we would choose to do so, or in a way that will ensure that we retain the rights we currently have under our license with MGH. If MGH failsto properly enforce the patents subject to our license in the event of third-party infringement, our ability to retain our competitive advantage with respect toour products and product candidates may be materially affected. In addition, certain of the patents we have licensed relate to technology that was developed with U.S. government grants. Federal regulations imposecertain domestic manufacturing requirements and other obligations with respect to some of our products embodying these patents. Licensing of intellectual property is of critical importance to our business and involves complex legal, business and scientific issues. Disputes mayarise between us and our licensors regarding intellectual property subject to a license agreement, including: · the scope of rights granted under the license agreement and other interpretation-related issues; · whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to thelicensing agreement; · our right to sublicense patent and other rights to third parties under collaborative development relationships; · our diligence obligations with respect to the use of the licensed technology in relation to our development and commercialization of ourproducts and technologies, and what activities satisfy those diligence obligations; and · the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and ourpartners. If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements onacceptable terms, we may be unable to successfully develop and commercialize the affected products and technologies. We may be involved in lawsuits to protect or enforce our patents and proprietary rights, to determine the scope, enforceability and validity of others’proprietary rights, or to defend against third-party claims of intellectual property infringement, any of which could be time-intensive and costly and mayadversely impact our business or stock price. Our commercial success depends in part on our avoiding infringement of the patents and proprietary rights of third parties. There is a substantialamount of litigation, both within and outside the United States, involving patent and other intellectual property rights in the medical device and diagnosticsindustries, including patent infringement lawsuits, interferences, oppositions and inter partes review proceedings before the U.S. Patent and Trademark Office,or U.S. PTO, and corresponding foreign patent offices. While we have not received notices of claims of infringement or misappropriation or misuse of otherparties’ proprietary rights in the past, we may from time to time receive such notices in the future. Some of these claims may lead to litigation. Third partiesmay assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims tomaterials, methods of manufacture or methods of use of our products and technologies. Because patent applications can take many years to issue, third partiesmay have currently pending patent applications which may later result in issued patents that our products and technologies may infringe, or which such thirdparties claim are infringed by the use of our technologies. We cannot assure you that we will 47 prevail in such actions, or that other actions alleging misappropriation or misuse by us of third-party trade secrets or infringement by us of third-party patents,trademarks or other rights, or challenging the validity of our patents, trademarks or other rights, will not be asserted against us. Litigation may be necessary for us to enforce our patent and proprietary rights or to determine the scope, enforceability or validity of the proprietaryrights of others. There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the medical diagnosticsindustry. Third parties may assert that we are employing their proprietary technology without authorization. Many of our competitors have significantlylarger and more mature patent portfolios than we currently have. In addition, future litigation may involve patent holding companies or other adverse patentowners who have no relevant product revenue and against whom our own patents may provide little or no deterrence or protection. Parties making claimsagainst us for infringement of their intellectual property rights may obtain injunctive or other equitable relief, which could effectively block our ability tofurther develop and commercialize one or more of our products and technologies. Further, defense of such claims in litigation, regardless of merit, couldresult in substantial legal fees and could adversely affect the scope of our patent protection, and would be a substantial diversion of employee, managementand technical personnel resources from our business. The outcome of any litigation or other proceeding is inherently uncertain and might not be favorable tous. In the event of a successful claim of infringement against us, we could be required to redesign our infringing products or obtain a license from such thirdparty to continue developing and commercializing our products and technology. However, we may not be able to obtain any required license oncommercially reasonable terms, or at all. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the sametechnologies licensed to us. We could therefore incur substantial costs for licenses obtained from third parties, if such licenses were available at all, whichcould negatively affect our gross margins, or prevent us from commercializing our products and technologies. Further, we could encounter delays in productintroductions, or interruptions in product sales, as we develop alternative methods or products to avoid infringing third-party rights. In addition, if we resortto legal proceedings to enforce our intellectual property rights or to determine the validity, enforceability or scope of the intellectual property or otherproprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. Any litigation that may be necessary in thefuture could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results or financialcondition. Further, if the scope of protection provided by our patents or patent applications is threatened or reduced as a result of litigation, it coulddiscourage third parties from entering into collaborations with us that are important to the commercialization of our products. We cannot guarantee that we have identified all relevant third-party intellectual property rights that may be infringed by our technology, nor is thereany assurance that patents will not issue in the future from currently pending applications that may be infringed by our technology or products or productcandidates. We are aware of third parties that have issued patents and pending patent applications in the United States, Europe, Canada, and otherjurisdictions in the field of magnetic resonance devices and methods for analyte detection. We currently monitor the intellectual property positions of somecompanies in this field that are potential competitors or are conducting research and development in areas that relate to our business, and will continue to doso as we progress the development and commercialization of our products or product candidates. We cannot assure you that third parties will not in the futurehave issued patents or other intellectual property rights that may be infringed by the practice of our technology or the commercialization of our products orproduct candidates. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some ofour confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, therecould be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or you perceive theseresults to be negative, it could have a substantial adverse effect on the price of our common stock. In addition, certain of our agreements with suppliers, distributors, customers and other entities with whom we do business require us to defend orindemnify these parties to the extent they become involved in infringement claims relating to our technologies or products, or rights licensed to them by us.We could also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to do so if we determine it would be important toour business relationships. If we are required or agree to defend or indemnify any of these third parties in connection with any infringement claims, we couldincur significant costs and expenses that could adversely affect our business, operating results, or financial condition. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed. In addition to pursuing patents on our technology, we also rely on trade secret protection and confidentiality agreements to protect proprietaryknow-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce and any other elements of our products andtechnologies and discovery and development processes 48 that involve proprietary know-how, information or technology that is not covered by patents, in order to maintain our competitive position. We take steps toprotect our intellectual property, proprietary technologies and trade secrets, in part, by entering into confidentiality agreements with our employees,consultants, corporate partners, advisors and other third parties. We also enter into confidentiality and invention or patent assignment agreements with ouremployees and consultants that obligate them to assign to us any inventions developed in the course of their work for us. We also seek to preserve theintegrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of ourinformation technology systems. While we have confidence in these individuals, organizations and systems, agreements or security measures may bebreached, and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independentlydiscovered by competitors. Our agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietaryinformation in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorizeddisclosure. Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be,adequate. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, it would be expensive and time consuming,and the outcome would be unpredictable. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. If any of thetechnology or information that we protect as trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no rightto prevent them from using that technology or information to compete with us. Misappropriation or unauthorized disclosure of our trade secrets could impairour competitive position and may have a material adverse effect on our business. Additionally, if the steps taken to maintain our trade secrets are deemedinadequate, we may have insufficient recourse against third parties for misappropriating the trade secret. In addition, others may independently discover ourtrade secrets and proprietary information. For example, the FDA, as part of its Transparency Initiative, is currently considering whether to make additionalinformation publicly available on a routine basis, including information that we may consider to be trade secrets or other proprietary information, and it isnot clear at the present time how the FDA’s disclosure policies may change in the future, if at all. We may be subject to damages resulting from claims that we or our employees, consultants or independent contractors have wrongfully used or disclosedconfidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers. Many of our employees were previously employed at universities or other medical device companies, including our competitors or potentialcompetitors. Although we seek to protect our ownership of intellectual property rights by ensuring that our agreements with our employees, collaborators andother third parties with whom we do business include provisions requiring such parties to assign rights in inventions to us, we may also be subject to claimsthat former employees, collaborators or other third parties have an ownership interest in our patents or other intellectual property. Although no claims againstus are currently pending, we may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade secrets or otherproprietary information of our employees’ former employers, or we may be subject to ownership disputes in the future arising, for example, from conflictingobligations of consultants or others who are involved in developing our products and technologies. Litigation may be necessary to defend against theseclaims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, whichcould hamper our ability to commercialize certain potential products, which could severely harm our business. Even if we are successful in defending againstthese claims, litigation could result in substantial costs and be a distraction to management. We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property. We may also be subject to claims that former employees, collaborators or other third parties have an ownership interest in our patents or otherintellectual property. We may be subject to ownership disputes in the future arising, for example, from conflicting obligations of consultants or others whoare involved in developing our products and technologies. Litigation may be necessary to defend against these and other claims challenging inventorship orownership. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such asexclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we aresuccessful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. 49 Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement ordefense of our issued patents. On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes anumber of significant changes to U.S. patent law, including provisions that affect the way patent applications will be prosecuted and may also affect patentlitigation. The U.S. PTO is currently developing regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantivechanges to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, were enacted March 16, 2013. However, it is not clearwhat, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increasethe uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which couldhave a material adverse effect on our business and financial condition. Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and otherrequirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with theserequirements. Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and applications will be due to be paid to theU.S. PTO and various governmental patent agencies outside of the United States in several stages over the lifetime of the patents and applications. We havesystems in place to remind us to pay these fees, and we employ an outside firm and rely on our outside counsel to pay these fees due to non-U.S. patentagencies. The U.S. PTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment andother provisions during the patent process. We employ reputable law firms and other professionals to help us comply, and in many cases, an inadvertent lapsecan be cured by payment of a late fee or by other means in accordance with the applicable rules, however there are situations in which noncompliance canresult in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such anevent, competitors might be able to enter the market earlier than would otherwise have been the case. If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest, and our businessmay be adversely affected. We have not yet registered certain of our trademarks, including T2HemoStat, T2Bacteria and T2Lyme, in all of our potential markets, including ininternational markets. If we apply to register these trademarks, our applications may not be allowed for registration, and our registered trademarks may not bemaintained or enforced. In addition, opposition or cancellation proceedings may be filed against our trademark applications and registrations, and ourtrademarks may not survive such proceedings. If we do not secure registrations for our trademarks, we may encounter more difficulty in enforcing themagainst third parties than we otherwise would. Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented ordeclared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we needto build name recognition by potential partners or customers in our markets of interest. Over the long term, if we are unable to establish name recognitionbased on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. We may not be able to protect our intellectual property rights throughout the world. The laws of some non-U.S. countries do not protect intellectual property rights to the same extent as the laws of the United States, and manycompanies have encountered significant problems in protecting and defending such rights in foreign jurisdictions. The legal systems of certain countries,particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating totechnologies relating to biotechnology, which could make it difficult for us to stop the infringement of our patents. Proceedings to enforce our patent rightsin foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business. Also, because we have notpursued patents in all countries, there exist jurisdictions where we are not protected against third parties using our proprietary technologies. Further,compulsory licensing laws or limited enforceability of patents against government agencies or contractors in certain countries may limit our remedies orreduce the value of our patents in those countries. 50 We use third-party software that may be difficult to replace or cause errors or failures of our products that could lead to lost customers or harm to ourreputation. We use software licensed from third parties in our products. In the future, this software may not be available to us on commercially reasonable terms,or at all. Any loss of the right to use any of this software could result in delays in the production of our products until equivalent technology is eitherdeveloped by us, or, if available, is identified, obtained and integrated with our technologies and products, which could harm our business. In addition, anyerrors or defects in, or failures of, such third-party software could result in errors or defects in the operation of our products or cause our products to fail, whichcould harm our business and reputation and be costly to correct. Many of the licensors of the software we use in our products attempt to impose limitations ontheir liability for such errors, defects or failures. If enforceable, such limitations would require us to bear the liability for such errors, defects or failures, whichcould harm our reputation and increase our operating costs. Intellectual property rights do not necessarily address all potential threats to our competitive advantage. The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, andmay not adequately protect our business, or permit us to maintain our competitive advantage. The following examples are illustrative: · others may be able to make diagnostic products and technologies that are similar to our products or product candidates but that are not coveredby the claims of the patents that we own or have exclusively licensed; · we or our licensors or future collaborators might not have been the first to make the inventions covered by the issued patent or pending patentapplication that we own or have exclusively licensed; · we or our licensors or future collaborators might not have been the first to file patent applications covering certain of our inventions; · others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectualproperty rights; · it is possible that our pending patent applications will not lead to issued patents; · issued patents that we own or have exclusively licensed may be held invalid or unenforceable, as a result of legal challenges by ourcompetitors; · our competitors might conduct research and development activities in countries where we do not have patent rights and then use theinformation learned from such activities to develop competitive products for sale in our major commercial markets; · we may not develop additional proprietary technologies that are patentable; and · the patents of others may have an adverse effect on our business. Should any of these events occur, they could significantly harm our business, results of operations and prospects. Risks Related to Our Common Stock Our executive officers, directors and principal stockholders, if they choose to act together, have the ability to control all matters submitted to stockholdersfor approval. Our executive officers, directors and stockholders who own more than 5% of our outstanding common stock and their respective affiliates, in theaggregate, hold shares representing the majority of our outstanding voting stock. As a result, if these stockholders were to choose to act together, they wouldbe able to control or significantly influence all matters submitted to our stockholders for approval, as well as our management and affairs. For example, thesepersons, if they choose to act together, would control or significantly influence the election of directors and approval of any merger, consolidation or sale ofall or substantially all of our assets. This concentration of ownership control may: 51 · delay, defer or prevent a change in control; · entrench our management and the board of directors; or · impede a merger, consolidation, takeover or other business combination involving us that other stockholders may desire. An active trading market for our common stock may not continue to develop or be sustained. Since our initial listing on The NASDAQ Global Market in August 2014, the trading market in our common stock has been extremely limited. Thelisting of our common stock on The NASDAQ Global Market does not assure that a meaningful, consistent and liquid trading market currently exists. Wecannot predict whether a more active market for our common stock will develop or be sustained in the future. Our executive officers, directors and 5% stockholders and their respective affiliates in the aggregate own a significant percentage of our outstandingshares of common stock, which may adversely affect the liquidity of the trading market for our common stock. If these stockholders continue to hold theirshares of common stock, there will be limited trading volume in our common stock, which may make it more difficult for investors to sell their shares andmay increase the volatility of our stock price. The absence of an active trading market could adversely affect our stockholders’ ability to sell our commonstock at current market prices in short time periods, or possibly at all. Additionally, market visibility for our common stock may be limited and such lack ofvisibility may have a depressive effect on the market price for our common stock. The price of our common stock has been volatile and is likely to continue to be volatile, which could result in substantial losses for purchasers of ourcommon stock. Our stock price has been and is likely to continue be volatile. The stock market in general has experienced extreme volatility that has often beenunrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above thecurrent market price. The market price for our common stock may be influenced by many factors, including: · actual or anticipated fluctuations in our financial condition and operating results; · actual or anticipated changes in our growth rate relative to our competitors; · competition from existing products or new products that may emerge; · development of new technologies that may address our markets and may make our technology less attractive; · changes in physician, hospital or healthcare provider practices that may make our products or product candidates less useful; · announcements by us, our partners or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capitalcommitments; · developments or disputes concerning patent applications, issued patents or other proprietary rights; · the recruitment or departure of key personnel; · failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public; · actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts; · variations in our financial results or those of companies that are perceived to be similar to us; 52 · changes to reimbursement levels by commercial third-party payors and government payors, including Medicare, and any announcementsrelating to reimbursement levels; · general economic, industry and market conditions; and · the other factors described in this “Risk Factors” section. We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stockless attractive to investors. We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may remain anemerging growth company for up to five years following the IPO. For so long as we remain an emerging growth company, we are permitted and intend to relyon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptionsinclude: · not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; · not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regardingmandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financialstatements; · reduced disclosure obligations regarding executive compensation; and · exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any goldenparachute payments not previously approved. We have taken advantage of reduced reporting burdens in this annual report. In particular, we may not include all of the executive compensationrelated information that would be required if we were not an emerging growth company. We cannot predict whether investors will find our common stock lessattractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for ourcommon stock and our stock price may be reduced or more volatile. In addition, the JOBS Act provides that an emerging growth company can takeadvantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay theadoption of these accounting standards until they would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of thisexemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growthcompanies. We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to newcompliance initiatives and corporate governance practices. As a public company, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and otherexpenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, thelisting requirements of The NASDAQ Global Market and other applicable securities rules and regulations impose various requirements on public companies,including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and otherpersonnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal andfinancial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may makeit more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract andretain qualified members of our board of directors. 53 We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of suchcosts. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their applicationin practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regardingcompliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, we will be required to furnish a report by our management on ourinternal control over financial reporting. However, while we remain an emerging growth company, we will not be required to include an attestation report oninternal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 within theprescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly andchallenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan toassess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate throughtesting that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financialreporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control overfinancial reporting is effective as required by Section 404. If we identify one or more material weaknesses, it could result in an adverse reaction in thefinancial markets due to a loss of confidence in the reliability of our financial statements. If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding ourstock, our stock price and trading volume could decline. The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or ourbusiness. In the event any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property orour stock performance, or if our regulatory clearance timelines, clinical trial results or operating results fail to meet the expectations of analysts, our stockprice would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in thefinancial markets, which in turn could cause our stock price or trading volume to decline. Provisions in our restated certificate of incorporation and amended and restated bylaws and under Delaware law could make an acquisition of ourcompany, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our currentmanagement. Provisions in our restated certificate of incorporation and our amended and restated bylaws may discourage, delay or prevent a merger, acquisition orother change in control of our company that stockholders may consider favorable, including transactions in which you might otherwise receive a premium foryour shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, therebydepressing the market price of our common stock. In addition, because our board of directors is responsible for appointing the members of our managementteam, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult forstockholders to replace members of our board of directors. Among other things, these provisions include those establishing: · a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of amajority of our board of directors; · no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; · the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or theresignation, death or removal of a director, which prevents stockholders from filling vacancies on our board of directors; · the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the terms of those shares, includingpreferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; · the ability of our board of directors to alter our amended and restated bylaws without obtaining stockholder approval; 54 · the required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal ouramended and restated bylaws or repeal the provisions of our restated certificate of incorporation regarding the election and removal of directors; · a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of ourstockholders; · the requirement that a special meeting of stockholders may be called only by the chief executive officer, the president or the board of directors,which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and · advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters tobe acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to electthe acquirer’s own slate of directors or otherwise attempting to obtain control of us. Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the General Corporation Law of the Stateof Delaware, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of threeyears after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination isapproved in a prescribed manner. Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole sourceof gain. We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance thegrowth and development of our business. Our ability to pay cash dividends is prohibited by the terms of our existing credit facility. Any future debtagreements may also preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for theforeseeable future. We could be subject to securities class action litigation. In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If weface such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business. Item 1B.UNRESOLVED STAFF COMMENTS None. Item 2.PROPERTY Our corporate headquarters is located in Lexington, Massachusetts, where we currently lease approximately 32,000 square feet of office space and22,800 square feet of laboratory space. Our base rent, for leases at our corporate headquarters, is $1.7 million annually. In addition, we lease approximately7,600 square feet in Wilmington, Massachusetts for our manufacturing facility, under a lease that expires in 2015 for $61,000 of base rent annually. We alsolease laboratory space in Worcester, Massachusetts, under a month-to-month lease that is cancelable with 60 days’ notice, for monthly rent of approximately$4,300. Item 3.LEGAL PROCEEDINGS We are not party to any material legal proceedings. Item 4.MINE SAFETY DISCLOSURES Not applicable. 55 PART II. Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES Market Information Our common stock has been quoted on The NASDAQ Global Market under the symbol “TTOO” and has been trading since August 7, 2014. Thefollowing table sets forth, for the periods indicated, the quarterly high and low sales prices per share of our common stock as reported on The NASDAQGlobal Market. Year Ended Year Ended December 31, 2014High Low Third Quarter$24.50$13.40Fourth Quarter$19.82$13.50 Dividend Policy We have never declared or paid any cash dividends on our common stock and do not expect to pay any dividends for the foreseeable future. Wecurrently intend to retain any future earnings to fund the operation, development and expansion of our business. Any future determination to pay dividendswill be at the sole discretion of our Board of Directors and will depend upon a number of factors, including our results of operations, capital requirements,financial condition, future prospects, contractual arrangements, restrictions imposed by applicable law, any limitations on payments of dividends present inour current and future debt arrangements, and other factors our Board of Directors may deem relevant. Stock Performance Graph The graph below compares the cumulative total stockholder returns on our common stock for the period indicated with the cumulative totalstockholder returns on the NASDAQ Composite Index for the same period. The graph assumes that $100 was invested on August 7, 2014 in our commonstock in each index and that all dividends were reinvested. No cash dividends have been declared on our common stock. Stockholder returns over theindicated period should not be considered indicative of future stockholder returns. 56 Stockholders The last reported sale price of common stock on March 2, 2015 as reported on the NASDAQ Global Market was $15.76. As of March 2, 2015, there were36 holders of record of our common stock. Equity Compensation Plan Information For information regarding securities authorized for issuance under equity compensation plans, see Part III “Item 12 — Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters.” Sales of Unregistered Securities Upon the closing of our initial public offering, or IPO, all of the outstanding shares of our convertible preferred stock were converted into 12,516,298shares of common stock. The shares of common stock issued pursuant to such conversion were issued in reliance on the exemption from registration providedby Section 3(a)(9) of the Securities Act, which exemption is available for transactions involving securities exchanged by the issuer with its existing securityholders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. In addition, upon theclosing of our IPO, we issued an aggregate of 68,700 shares of common stock to various holders upon the cashless exercise of a warrants to purchase ourcommon stock. The shares of common stock issued pursuant to such exercise were issued in reliance on the exemption from registration provided bySection 3(a)(9) of the Securities Act, which exemption is available for transactions involving securities exchanged by the issuer with its existing securityholders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. From January 1, 2014through December 31, 2014, we granted stock options to purchase an aggregate of 793,842 shares of our common stock, with a weighted-average exerciseprice of $12.64 per share, to employees and directors pursuant to our stock option plans. From January 1, 2014 through December 31, 2014, we issued andsold an aggregate of 64,661 shares of our common stock upon exercise of stock options granted pursuant to our stock option plans, at an average exerciseprice of $2.37 per share, for an aggregate consideration of $153,000. The issuance of common stock upon exercise of the options were exempt either pursuantto Rule 701 of the Securities Act, as a transaction pursuant to a compensatory benefit plan, or pursuant to Section 4(2) of the Securities Act, as a transactionby an issuer not involving a public offering. The common stock issued upon exercise of options is deemed restricted securities for the purposes of theSecurities Act. No underwriters were used in the foregoing transactions. Use of Proceeds Use of Proceeds from the Sale of Unregistered Securities Proceeds of approximately $153,000 received from the issuance of common stock upon the exercise of options were principally used to fundoperations. Use of Proceeds from the Sale of Registered Securities On August 6, 2014, the SEC declared effective our Registration Statement on Form S-1 (File No. 333-197920), as amended, or RegistrationStatement, filed in connection with our IPO of our common stock. Pursuant to the Registration Statement, we registered the offer and sale of 5,200,000 sharesof common stock with an aggregate offering price of approximately $57.2 million. Goldman Sachs & Co and Morgan Stanley acted as joint book-runningmanagers for the offering; Leerink Partners and Janney Montgomery Scott acted as co-managers. On August 8, 2014, the underwriters exercised in full theiroption to purchase additional shares of our common stock pursuant to the underwriting agreement. On August 12, 2014, we closed our IPO, including780,000 of additional shares related to the option to purchase additional shares pursuant to the underwriting agreement, and sold a total of 5,980,000 sharesat a price to the public of $11.00 per share for net proceeds of approximately $58.1 million, which is comprised of gross proceeds of approximately $65.8million, offset by underwriting discounts and commissions of approximately $4.6 million and offering expenses of approximately $3.1 million. No paymentsfor such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class ofour equity securities or (iii) any of our affiliates. The net proceeds of approximately $58.1 million from our IPO have been invested in accordance with the Company’s investment policy. From the dateof the closing of our IPO through December 31, 2014, we have not fully used cash on hand that was available prior to the closing of our IPO. There has beenno material change in the expected use of the net proceeds from our IPO as described in our final prospectus, 57 dated August 6, 2014, filed with the SEC pursuant to Rule 424(b) relating to our Registration Statement. Issuer Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6.SELECTED FINANCIAL DATA The following tables set forth, for the periods and as of the dates indicated, our selected financial data. The consolidated statement of operations datafor the years ended December 31, 2014, 2013 and 2012 and consolidated balance sheet data as of December 31, 2014 and 2013 are derived from our auditedfinancial statements in this Annual Report on Form 10-K. You should read this data together with our financial statements and related notes includedelsewhere in the Annual Report on Form 10-K and the information under the caption “Management’s Discussion and Analysis of Financial Condition andResults of Operations”. Our historical results are not necessarily indicative of our future results. Year EndedDecember 31,Consolidated Statement of Operations Data:2014 2013 2012 Research and grant revenue$119$266$19Operating expenses:Research and development19,78214,93611,727Selling, general and administrative11,0185,0222,945Total operating expenses30,80019,95814,672Interest expense, net(721)(403)(154)Other income (expense), net12(515)352Net loss(31,390)(20,610)(14,455)Accretion of redeemable convertible preferred stock toredemption value(4,570)(6,908)(4,412)Net loss applicable to common stockholders$(35,960)$(27,518)$(18,867)Net loss per share applicable to common stockholders —basic and diluted$(4.15)$(19.72)$(13.86)Weighted-average number of common shares used incomputing net loss per share applicable to commonstockholders — basic and diluted (1)(3)8,674,9311,395,5621,361,616 58 As ofDecember 31, Consolidated Balance Sheet Data: 201420132012 (in thousands) Cash and cash equivalents (1) (2)$73,849$30,198$9,709Total assets79,13431,88511,431Notes payable, net of current portion (2)20,6603,2995,058Current liabilities5,1724,0462,129Warrants to purchase redeemable securities (3)—1,225695Redeemable convertible preferred stock (3)—112,81366,137Total stockholders’ equity (deficit) (3)53,001(89,543)(62,658) (1) On August 12, 2014, we issued 5,980,000 shares of common stock in connection with our IPO at $11.00 per share. We raised approximately $58.1million in net proceeds.(2) On July 11, 2014 and December 30, 2014, we received net proceeds of $9.7 million and $10.0 million, respectively, from our loan and securityagreement with Solar Capital, Ltd.(3) In connection with the closing of our IPO on August 12, 2014, all warrants were net settled into shares of common stock and all shares ofredeemable convertible preferred stock were converted into common stock. 59 Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Annual Report on Form 10-K contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. Weintend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of theSecurities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this Annual Report on Form 10-K,including statements regarding our future results of operations and financial position, business strategy, prospective products and product candidates,their expected performance and impact on healthcare costs, marketing authorization from the U.S. Food and Drug Administration, or FDA, regulatoryclearance, reimbursement for our product candidates, research and development costs, timing of regulatory filings, timing and likelihood of success, plansand objectives of management for future operations and future results of anticipated products, are forward-looking statements. These statements involveknown and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materiallydifferent from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,”“intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similarexpressions. The forward-looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statementslargely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial conditionand results of operations. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number ofrisks, uncertainties and assumptions described under the sections in this prospectus entitled “Item 1A.—Risk Factors” and “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K. These forward looking statements aresubject to numerous risks, including, without limitation, the following: · our expectation to incur losses in the future; · our ability to obtain marketing authorization from the FDA or regulatory clearance for new product candidates in the United States or anyother jurisdiction; · the market acceptance of our T2MR technology; · our ability to timely and successfully develop and commercialize our existing products and future product candidates; · the length of our anticipated sales cycle; · our ability to gain the support of leading hospitals and key thought leaders and publish the results of our clinical trials in peer-reviewedjournals; · our future capital needs and our need to raise additional funds; · the performance of our diagnostics; · our ability to successfully manage our growth; · our ability to compete in the highly competitive diagnostics market; · our ability to protect and enforce our intellectual property rights, including our trade secret-protected proprietary rights in T2MR; and · federal, state, and foreign regulatory requirements, including FDA regulation of our product candidates. These forward-looking statements represent our estimates and assumptions only as of the date of this Annual Report on Form 10-K. Unless requiredby U.S. federal securities laws, we do not intend to update any of these forward-looking 60 statements to reflect circumstances or events that occur after the statement is made or to conform these statements to actual results. The following discussionshould be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. Our actual resultsmay differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 1A. RiskFactors” in this Annual Report on Form 10-K, and elsewhere in this Annual Report on Form 10-K. You should read the following discussion and analysis of our consolidated financial condition and results of operations together with ourconsolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. Some of the information contained inthis discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for ourbusiness and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factorsset forth in the “Item 1A.—Risk Factors” section of this Annual Report on Form 10-K, our actual results could differ materially from the results described inor implied by the forward-looking statements contained in the following discussion and analysis. Business Overview We are an in vitro diagnostics company that has developed an innovative and proprietary technology platform that offers a rapid, sensitive andsimple alternative to existing diagnostic methodologies. We are using our T2 Magnetic Resonance platform, or T2MR, to develop a broad set of applicationsaimed at lowering mortality rates, improving patient outcomes and reducing the cost of healthcare by helping medical professionals make targeted treatmentdecisions earlier. Our initial development efforts utilizing T2MR target sepsis and hemostasis, which are areas of significant unmet medical need whereexisting therapies could be more effective with improved diagnostics. On September 22, 2014, we received market authorization from the U.S. Food and DrugAdministration for our first two products, the T2Dx diagnostic instrument, or T2DX and the T2Candida Panel or T2Candida, for the direct detection ofCandida species in human whole blood specimens and independent of blood culture from patients with symptoms of, or medical conditions predisposing thepatient to, invasive fungal infections. We have begun a launch of the T2Dx and T2Candida with select hospitals in the United States and we are building adirect sales force that is targeting the top 450 hospitals in the United States that have the highest concentration of patients at risk for Candida infections. Ournext three diagnostic applications are called T2Bacteria, T2HemoStat, and T2Lyme, which are focused on bacterial sepsis infections, hemostasis, and Lymedisease, respectively. We plan to initiate clinical trials in the second half of 2015 for T2Bacteria and in 2016 for T2HemoStat. We expect that existingreimbursement codes will support our sepsis, hemostasis and Lyme disease product candidates, and that the anticipated economic savings associated with oursepsis products will be realized directly by hospitals. We believe our combined initial annual addressable market opportunity for sepsis, hemostasis andLyme disease is over $3.7 billion in the United States alone, when the market opportunity for T2Candida, T2Bacteria , T2Lyme and our initial hemostasisdiagnostic panel is combined. We have never been profitable and have incurred net losses in each year since inception. Our accumulated deficit at December 31, 2014 was $103.6million. Substantially all our net losses resulted from costs incurred in connection with our research and development programs and from general andadministrative costs associated with our operations. Having recently obtained authorization from the FDA to market the T2Dx and T2Candida, we nowexpect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. In addition, we expect that ourexpenses will increase substantially as we continue the research and development of our other product candidates and maintain, expand and protect ourintellectual property portfolio. Accordingly, we may seek to fund our operations through public or private equity or debt financings or other sources.However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raisecapital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and our ability to develop andcommercialize the T2Dx, T2Candida and our other product candidates. Historically, the Company has funded its operations primarily through private placements of its redeemable convertible preferred stock and throughdebt financing arrangements. On August 12, 2014, the Company completed its IPO whereby the Company sold 5,980,000 shares of its common stock for netproceeds of approximately $58.1 million. As a result of the completion of the IPO and additional liquidity of up to $30.0 million obtained under the loanand security agreement that the Company entered into on July 11, 2014, management believes that its cash resources will be sufficient to allow the Companyto fund its current operating plan through at least the next 12 months. 61 Our Commercial Products and the Unmet Clinical Need Our initial FDA-authorized products, the T2Dx and T2Candida utilize T2MR to detect species-specific Candida directly from whole blood in threeto five hours versus the two to five days required by blood culture-based diagnostics. The T2Candida runs on the T2Dx and provides high sensitivity with alimit of detection as low as 1 CFU/mL, even in the presence of antimicrobial therapy. Our T2Candida Panel Our direcT2 pivotal clinical trial was designed to evaluate the sensitivity and specificity of T2Candida on the T2Dx. The direcT2 trial consisted oftwo patient arms: a prospective arm with 1,501 samples from patients with a possible infection and a seeded arm with 300 samples, also obtained frompatients with a possible infection. T2Candida and T2Dx demonstrated a sensitivity of 91.1 percent and a specificity of 99.4 percent. In addition, the speed toa species-specific positive result with T2Candida was 4.4 hours versus 129 hours with blood culture. A negative result from T2Candida was obtained in just4.2 hours versus 120 hours with blood culture. Candida is the fourth leading hospital-acquired bloodstream infection and the most lethal form of common bloodstream infections that cause sepsis,with an average mortality rate of approximately 40%. This high mortality rate is largely due to the elapsed time from Candida infection to positive diagnosisand treatment. According to a study published in Antimicrobial Agents and Chemotherapy, the Candida mortality rate can be reduced to 11% with theinitiation of targeted therapy within 12 hours of presentation of symptoms. Additionally, a typical patient with a Candida infection averages 40 days in thehospital, including nine days in intensive care, resulting in an average cost per hospital stay of more than $130,000 per patient. In a study published in theAmerican Journal of Respiratory and Critical Care Medicine, providing targeted antifungal therapy within 24 hours of the presentation of symptomsdecreased the length of hospital stay by approximately ten days and decreased the average cost of care by approximately $30,000 per patient. Additionally, the speed to result of the T2Candida, run on the T2Dx, can help reduce the empiric overuse of ineffective, or even unnecessary,antimicrobial therapy. This inappropriate therapy is driving force behind the spread of antimicrobial-resistant pathogens, which the CDC recently called “oneof our most serious health threats.” Our T2Dx Instrument Our FDA-authorized T2Dx is an easy-to-use, fully-automated, benchtop instrument utilizing T2MR for use in hospitals and labs for a broad range ofdiagnostic tests. To operate the system, a patient sample tube is snapped onto a disposable test cartridge, which is pre-loaded with all necessary reagents. Thecartridge is then inserted into the T2Dx, which automatically processes the sample and then delivers a diagnostic test result. Test results are displayed onscreen or directly through the lab information system. By utilizing our proprietary T2MR for direct detection, the T2Dx eliminates the need for sample purification and analyte extraction, which arenecessary for other optical-detection devices. Eliminating these sample processing steps increases diagnostic sensitivity and accuracy, enables a broad menuof tests to be run on a single platform, and greatly reduces the complexity of the consumables. The T2Dx incorporates a simple user interface and is designedto efficiently process up to seven specimens simultaneously. Our T2MR Platform T2MR is a miniaturized, magnetic resonance-based approach that measures how water molecules react in the presence of magnetic fields. Formolecular and immunodiagnostics targets, T2MR introduces nanoparticles to the sample that are coated with target-specific binding agents. If the target ispresent, the nanoparticles bind to and cluster around it, disrupting the surrounding water molecules and altering the magnetic resonance signal. For hemostasis measurements, T2MR is highly sensitive to changes in viscosity in a blood sample (such as clot formation, stabilization ordissipation), which alter the magnetic resonance signal and enable identification of clinically relevant hemostasis changes. We believe T2MR is the first technology with the ability to detect directly from a clinical sample of whole blood, plasma, serum, saliva, sputum orurine, saving time and potentially improving sensitivity by eliminating the need for purification or the extraction of target pathogens. T2MR has beendemonstrated to detect cellular targets at limits of detection as low as one colony-forming unit per milliliter (CFU/mL). More than 100 studies published inpeer reviewed journals have featured T2MR in a breadth of applications. 62 Financial Overview Revenue To date, we have generated revenue primarily from research and development agreements and government grants and have not generated anyrevenue from the sale of products. Revenue earned from activities performed pursuant to research and development agreements and grants is reported asrevenue using the proportional performance method as the work is completed, and the related costs are expensed as incurred as research and developmentexpense. Product revenue will be derived from the sale of our instruments and related consumable diagnostic tests. In the majority of cases, we expect to placeinstruments in hospitals at minimal or no direct cost to customers in exchange for longer-term agreements and minimum commitments for the purchase of ourconsumable diagnostic tests. Under this business model, we believe we will recover the cost of placing our instruments in hospitals through the marginsrealized from our consumable diagnostic tests. Our consumable diagnostic tests can only be used with our instruments, and accordingly, as the installed baseof our instruments grows, we expect the following to occur: · recurring revenue from our consumable diagnostic tests will increase and become subject to less period-to-period fluctuation; · consumable revenue will become an increasingly predictable and important contributor to our total revenue; and · we will gain economies of scale through the growth in our sales, resulting in improving gross margins and operating margins. Revenue from consumables is expected to be based on the volume of tests sold and the price of each consumable unit. We plan to continue to expand our capacity to support our growth, which will result in higher cost of revenue in absolute dollars. However, weexpect cost of revenue, as a percentage of revenue, to decline as revenue grows. Research and development expenses Our research and development expenses consist primarily of costs incurred for development of our technology and product candidates, technologyimprovements and enhancements, clinical trials to evaluate the clinical utility of our product candidates, and laboratory development and expansion, andinclude salaries and benefits, including stock-based compensation, research-related facility and overhead costs, laboratory supplies, equipment and contractservices. We expense all research and development costs as incurred. We have incurred a total of $74.1 million in research and development expenses from our inception, with a majority of the expenses incurred on thedevelopment of T2MR, and applications of T2MR, and the remainder being spent on clinical trials and research and development of additional applicationsusing T2MR. We expect that our overall research and development expenses will continue to increase in absolute dollars. We have committed, and expect tocommit, significant resources developing additional product candidates, improving product performance and reliability, conducting ongoing and newclinical trials and expanding our laboratory capabilities. Selling, general and administrative expenses Selling, general and administrative expenses consist primarily of costs for our sales and marketing, finance, human resources, business developmentand general management functions, as well as professional services, such as legal, consulting and accounting services. We expect selling, general andadministrative expenses to increase in future periods as we commercialize products and future product candidates that receive marketing authorization orregulatory clearance and as our needs for sales, marketing and administrative personnel grow. Other selling, general and administrative expenses includefacility-related costs, fees and expenses associated with obtaining and maintaining patents, clinical and economic studies and publications, marketingexpenses, and travel expenses. We also anticipate increased expenses related to audit, legal, regulatory and tax-related services associated with being a publiccompany. We expense all selling, general and administrative expenses as incurred. 63 Interest expense, net Interest expense, net, consists primarily of interest expense on our notes payable and the amortization of deferred financing costs, partially offset byinterest earned on our cash and cash equivalents. Other income (expense), net Other income (expense), net, consists of government grant income and the gain or loss associated with the change in the fair value of our liability forwarrants to purchase redeemable securities. Results of Operations for the Years Ended December 31, 2014 and 2013 Years EndedDecember 31, 2014 2013 Change(in thousands)Research and grant revenue$119$266$(147)Operating expenses:Research and development19,78214,9364,846Selling, general and administrative11,0185,0225,996Total operating expenses30,80019,95810,842Loss from operations(30,681)(19,692)(10,989)Interest expense, net(721)(403)(318)Other income (expense), net12(515)527Net loss$(31,390)$(20,610)$(10,780) Revenue We recorded $119,000 of research and grant revenue for the year ended December 31, 2014 compared to $266,000 of research and grant revenue forthe year ended December 31, 2013. In the year ended December 31, 2014, the Company entered into one research and development arrangement in thefourth quarter, compared with three such arrangements in the year ended December 31, 2013. Research and development expenses Research and development expenses were $19.8 million for the year ended December 31, 2014, compared to $14.9 million for the year endedDecember 31, 2013, an increase of $4.9 million. The increase was primarily due to increased payroll and payroll related expenses of $2.7 million, including$332,000 of incremental stock compensation expense, as we hired new employees and expanded our use of contractors and temporary help, $803,000 ofincreased lab expenses due to increased headcount, $617,000 of increased facilities-related expenses due to increased headcount and expansion of facilities,increased licensing fees of $323,000 resulting primarily from milestone payments that became due pursuant to our license arrangement with MGH as a resultof our achievement of FDA marketing authorization and European CE Mark for T2Dx and T2Candida during the third quarter, increased travel and siteexpenses of $248,000 related to the completion of the pivotal clinical trial for T2Dx and T2Candida, and $212,000 of increased consulting expense incurredto support product development. Selling, general and administrative expenses Selling, general and administrative expenses were $11.0 million for year ended December 31, 2014, compared to $5.0 million for year endedDecember 31, 2013. The increase of $6.0 million was due primarily to increased payroll and related expenses of $3.7 million, including $743,000 ofincremental stock compensation expense, as we hired new executive, administrative, direct sales and marketing employees, increased marketing programexpenses of $536,000 (related to exhibits at tradeshows, clinical studies and collateral), $520,000 of increased other public company expenditures (related toinsurance and board of directors fees), $483,000 of increased consulting related expenses, $270,000 of increased facilities expenses, increased legal expensesof $265,000 related to corporate and intellectual property matters, and increased travel expenses of $248,000 resulting from the expansion of the sales forceand increased tradeshow activity. 64 Interest expense, net Interest expense, net, was $721,000 for the year ended December 31, 2014, compared to $403,000 for the year ended December 31, 2013, an increaseof $318,000. The increase was primarily due to higher borrowing levels on our notes payable, primary from borrowing from Solar Capital, Ltd., and the write-off of deferred financing costs in connection with the repayment of outstanding borrowings from Silicon Valley Bank. Other income (expense), net Other income (expense), net, for the year ended December 31, 2014 increased to $12,000 of income, net, compared with $515,000 of expense, net,for the year ended December 31, 2013, due to the expense recorded related to the change in the fair value of the liability for warrants to purchase redeemablesecurities for the year ended December 31, 2013. The underlying warrants were converted into common stock upon completion of our IPO on August 12,2014. Results of Operations for the Years Ended December 31, 2013 and 2012 Year EndedDecember 31, 2013 2012 Change(in thousands)Research and grant revenue$266$19$247Operating expenses:Research and development14,93611,7273,209Selling, general and administrative5,0222,9452,077Total operating expenses19,95814,6725,286Loss from operations(19,692)(14,653)(5,039)Interest expense, net(403)(154)(249)Other income (expense), net(515)352(867)Net loss$(20,610)$(14,455)$(6,155) Revenue We recorded $266,000 of research and grant revenue for the year ended December 31, 2013, which primarily consisted of revenue related tofeasibility studies and co-development efforts with three companies. For the year ended December 31, 2012, we recorded $19,000 in research and grantrevenue, which primarily consisted of work completed under a third-party development agreement, offset by the fair value of warrants issued in conjunctionwith the agreement, which were recorded as a reduction to revenue. Research and development expenses Research and development expenses were $14.9 million for the year ended December 31, 2013, compared to $11.7 million for the year endedDecember 31, 2012, an increase of $3.2 million. The increase was primarily due to increased payroll and payroll related expenses of $1.1 million, includingstock compensation expenses, as we hired new employees, increased lab expenses to support product development, increased travel and site expenses of$2.1 million related to the pivotal clinical trial for T2Dx and T2Candida. Selling, general and administrative expenses Selling, general and administrative expenses were $5.0 million for the year ended December 31, 2013, compared to $2.9 million for the year endedDecember 31, 2012. The increase of $2.1 million was due primarily to increased payroll and related expenses of $925,000, including stock compensationexpense, as we hired new administrative employees, increased marketing program expenses of $544,000, including tradeshows and collateral, increased legalexpenses of $210,000 related to corporate and intellectual property matters, and increased consulting related expenses of $208,000. Interest expense, net Interest expense, net, was $403,000 for the year ended December 31, 2013, compared to $154,000 for the year ended December 31, 2012, an increaseof $249,000. The increase is due to higher borrowing levels in 2013 under our credit facility with Silicon Valley Bank. 65 Other income (expense), net Other income (expense), net, for the year ended December 31, 2013 decreased to $515,000 of expense, compared to $352,000 of income for the yearended December 31, 2012, due to an increase in the fair value of the liability for warrants to purchase redeemable securities. Liquidity and Capital Resources We have incurred losses and cumulative negative cash flows from operations since our inception, and as of December 31, 2014, we had anaccumulated deficit of $103.6 million. We anticipate that we will continue to incur losses for at least the next several years. We expect that our research anddevelopment and selling, general and administrative expenses will continue to increase and, as a result, we may need additional capital to fund ouroperations, which we may raise through a combination of equity offerings, debt financings, other third-party funding, marketing and distributionarrangements and other collaborations, strategic alliances and licensing arrangements. Since our inception through December 31, 2014, we have raised an aggregate of $179.9 million to fund our operations, of which $93.4 million wasfrom the sale of preferred stock, $58.1 million was from the issuance of 5,980,000 of common stock upon completion of our IPO on August 12, 2014, and$28.1 million and $0.3 million were from the issuance of debt and common stock from stock incentive awards, respectively. As of December 31, 2014, we hadcash and cash equivalents of $73.8 million. Currently, our funds are primarily held in money market funds invested in U.S. government agency securities. Indebtedness On May 9, 2011, we entered into a promissory note with Massachusetts Development Finance Company to borrow up to $1.7 million for thepurchase of laboratory equipment and office equipment. The amounts borrowed are collateralized by the associated equipment and bear interest at a fixedannual rate of 6.5%. Pursuant to the note, we are required to meet a liquidity covenant whereby we must maintain a cash balance of $0.3 million in cash andmarketable securities. We paid interest only on the borrowings through December 2013 and will continue to make equal monthly payments of principal andinterest through the maturity date of May 2018. In connection with the note, we issued a warrant that is exercisable for shares of our Series C preferred stock. In connection with the closing of our IPO on August 12, 2014, the warrant was net settled into shares of common stock. In addition, the promissory note with Massachusetts Development Finance Company contains a subjective acceleration clause whereby an event ofdefault and immediate acceleration of the amount borrowed under the security and loan agreement occurs if we experience a material adverse change in thebusiness, operations or condition (financial or otherwise) or a material impairment of the prospect of repayment of any portion of the obligations. The lenderhas not exercised its right under this clause, as there have been no such events. The Company believes the likelihood of the lender exercising this right isremote. On July 11, 2014, we entered into a loan and security agreement with Solar Capital, Ltd., as collateral agent and lender, and Comerica Bank, aslender, for a $30.0 million senior secured term loan facility. The borrowed funds are available in two tranches; $20.0 million for tranche A and $10.0 millionfor tranche B. We drew $20.0 million under tranche A for the year ended December 31, 2014. We are able to draw the $10.0 million for tranche B prior toJune 30, 2015, as we have received Section 510(k) clearance from the FDA for T2Dx and T2Candida. Interest on outstanding balances accrues at an annual rate equal to the one-month London Interbank Offered Rate, or LIBOR, plus 7.05%, which was7.22% as of December 31, 2014. We are required to make interest-only payments through July 31, 2016. After the interest-only repayment period, we willrepay the amounts borrowed in equal monthly installments until the maturity date of July 1, 2019. In connection with the term loan facility, we paid a closingfee of $125,000 and other transactional and legal costs. Upon the maturity, acceleration or prepayment of any or all of the loans made under the term loanfacility, we will be required to pay a final fee equal to 4.75% of the aggregate amount of such loans. We are permitted to prepay borrowed amounts, subject tothe payment of a repayment premium of 1.5% of amounts prepaid prior to July 2015, which premium decreases to 1.0% for amounts prepaid after July 2015but before July 2016, and further decreases to 0.5% for amounts prepaid after July 2016 but before the maturity date. 66 Amounts borrowed under the loan facility are secured by substantially all of our existing assets, and assets we may acquire in the future, in each caseother than capital stock, leased real property, licenses that are not assignable without the licensor’s consent, leased equipment and intellectual property,except for proceeds from intellectual property. In addition, the loan and security agreement with Solar Capital, Ltd. contains a subjective acceleration clause whereby upon an event of default,which includes a material adverse change in the business, operations, or conditions (financial or otherwise) of the Company or a material impairment of theprospect of repayment of any portion of the obligations, there can be an immediate acceleration of the borrowings under the loan and security agreement. The lender has not exercised its right under this clause, as there have been no such events. The Company believes the likelihood of the lender exercising thisright is remote. As of December 31, 2014, we had $21.1 million of principal outstanding under these debt instruments and were in compliance with all covenants. Plan of operations and future funding requirements Our primary uses of capital are, and we expect will continue to be, compensation and related expenses, costs related to our products, clinical trials,laboratory and related supplies, supplies and materials used in manufacturing, legal and other regulatory expenses and general overhead costs. We believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirementsthrough at least the next 12 months. We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources soonerthan we currently expect. Until such time, as we can generate substantial product revenue, we expect to finance our cash needs beyond what is currently available or on hand,through a combination of equity offerings, debt financings and revenue from potential research and development and other collaboration agreements. If weraise additional funds in the future, we may need relinquish valuable rights to our technologies, future revenue streams or grant licenses on terms that may notbe favorable to us. Cash flows The following is a summary of cash flows for each of the periods set forth below: Year EndedDecember 31,2014 2013 2012(in thousands)Net cash (used in) provided by:Operating activities$(28,184)$(18,053)$(13,303)Investing activities(2,084)(433)(283)Financing activities73,91938,9754,551Net increase (decrease) in cash and cashequivalents$43,651$20,489$(9,035) Net cash used in operating activities Net cash used in operating activities was $28.2 million for the year ended December 31, 2014, and consisted primarily of a net loss of $31.4 millionadjusted for non-cash items including depreciation and amortization expense of $0.7 million and stock-based compensation expense of $1.7 million,partially offset by a net change in operating assets and liabilities of $0.8 million. Net cash used in operating activities was $18.1 million for the year ended December 31, 2013, and consisted primarily of a net loss of $20.6 millionadjusted for non-cash items including depreciation and amortization expense of $0.6 million, stock-based compensation expense of $0.6 million, an increasein the fair value of warrants of $0.5 million and a net change in operating assets and liabilities of $0.8 million. Net cash used in operating activities was $13.3 million for the year ended December 31, 2012, and consisted primarily of a net loss of $14.5 millionadjusted for non-cash items including depreciation and amortization expense of $0.6 million, stock-based compensation expense of $0.4 million, decrease inthe fair value of warrants of $0.1 million and a net change in operating assets and liabilities of $0.2 million. 67 Net cash used in investing activities Net cash used in investing activities was $2.1 million for the year ended December 31, 2014, and consisted of $2.1 million of purchases of leaseholdimprovements and furniture for new facilities, instrument components, laboratory equipment and computer software. Net cash used in investing activities was $0.4 million for the year ended December 31, 2013, and consisted primarily of capital expenditures of $0.5million, for purchases of laboratory equipment and leasehold improvements, partially offset by $0.1 million of proceeds from restricted cash accounts relatedto an operating lease agreement. Net cash used in investing activities was $0.3 million for the year ended December 31, 2012, and consisted primarily of purchases of laboratoryequipment. Net cash provided by financing activities Net cash provided by financing activities was $73.9 million for the year ended December 31, 2014, and consisted of $58.1 million of net proceedsfrom the Company’s IPO that closed on August 12, 2014, $19.7 million of proceeds from borrowings from our loan agreement with Solar Capital, Ltd., net ofdeferred financing costs paid and $0.2 million of proceeds from the exercise of stock options, partially offset by repayments of notes payable of $4.0 million. Net cash provided by financing activities during the year ended December 31, 2013 was primarily related to the sale of 6.9 million shares of ourredeemable convertible preferred stock for net proceeds of $39.8 million, partially offset by repayments of notes payable of $0.8 million. Net cash provided by financing activities during the year ended December 31, 2012 was primarily related to the issuance of notes payable for netproceeds of $4.9 million, partially offset by repayments of notes payable of $0.4 million. Contractual Obligations and Contingent Liabilities The following summarizes our significant contractual obligations as of December 31, 2014: TotalLess than1 Year 1 to 3 Years 3 to 5 Years More than5 Years(in thousands)Operating leases(1)$4,142$1,713$1,079$818$532Notes payable(2)26,7021,81212,62212,268—Total obligations$30,844$3,525$13,701$13,086$532 (1) Represents the leases of approximately 62,400 square feet for office, laboratory and manufacturing space in Lexington, and Wilmington,Massachusetts under noncancelable operating leases. (2) Represents our promissory note with Massachusetts Development Finance Company and our loan and security agreement with Solar Capital, Ltd.that currently bear interest at annual rates of 6.5% and 7.22%, respectively, and have principal repayment dates through July 2019. The balance forthese debt instruments includes estimated interest payment obligations. Our loan and security agreement with Solar Capital, Ltd. includes a final feepayment of 4.75% of the principal borrowed, which totaled $950,000 at December 31, 2014, and becomes due in the period the principal paid in fullor partially pre-paid. The final fee payment is assumed to be paid at the end of the loan and security agreement term in the above table. Net operating loss carryforwards We have deferred tax assets of $42.9 million as of December 31, 2014, which have been fully offset by a valuation allowance due to uncertaintiessurrounding our ability to realize these tax benefits. The deferred tax assets are primarily composed of federal net operating loss, or NOL, tax carryforwardsand research and development tax credit carryforwards. As of December 31, 2014, we had federal NOL carryforwards of $84.8 million available to reducefuture taxable income, if any. These federal NOL carryforwards are available to offset future taxable income, if any, through 2034. In general, if weexperience, or have experienced, a greater than 50% aggregate change in ownership of certain significant stockholders over a three-year period, or aSection 382 ownership change, utilization of our pre-change NOL carryforwards are subject to an annual limitation under Section 382 of the InternalRevenue Code of 1986, as amended. Such limitations may result in expiration of a portion of the 68 NOL carryforwards before utilization and may be substantial. If we experience a Section 382 ownership change in connection as a result of future changes inour stock ownership, some of which changes are outside of our control, the tax benefits related to the NOL carryforwards may be limited or lost. TheCompany has not conducted an assessment to determine whether there may have been a Section 382 or 383 ownership change. Critical Accounting Policies and Use of Estimates This management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires usto make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dateof the financial statements, as well as the reported revenue and expenses during the reporting periods. These items are monitored and analyzed by us forchanges in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on historical experience and onvarious other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carryingvalue of assets and liabilities that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in whichthey become known. Actual results may differ materially from these estimates under different assumptions or conditions. While our significant accounting policies are more fully described in the notes to our financial statements included elsewhere in this Annual Reporton Form 10-K, we believe that the following accounting policies are critical to the process of making significant judgments and estimates in the preparationof our financial statements and understanding and evaluating our reported financial results. Revenue recognition We have generated revenue primarily from research and development agreements and government grants. The timing of cash received from ourresearch and development agreements generally differs from when revenue is recognized. Revenue is recognized when persuasive evidence that anarrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collection is reasonably assured. Revenueearned from activities performed pursuant to research and development agreements and grants are reported as revenue on a proportional performance basis asthe work is completed, and the related costs are expensed as incurred as research and development expense. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue. For multiple-element arrangements, the Company identifies the deliverables included within the agreement and evaluates which deliverablesrepresent separate units of accounting. The Company accounts for those components as separate elements when the following criteria are met: (1) thedelivered items have value to the customer on a stand-alone basis; and, (2) if there is a general right of return relative to the delivered items, delivery orperformance of the undelivered items is considered probable and within its control. The consideration received is allocated among the separate units ofaccounting based on management’s best estimate of selling price, and the applicable revenue recognition criteria are applied to each of the separate units.The determination that multiple elements in an arrangement meet the criteria for separate units of accounting requires the Company’s management toexercise its judgment. Stock-based compensation Prior to becoming a public company, we utilized significant estimates and assumptions in determining the fair value of our common stock. Theboard of directors determined the estimated fair value of our common stock based on a number of objective and subjective factors, including our capitalstructure; lack of marketability of our common stock; historical operating results; current business conditions and projections; our stage of development;likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our company, given prevailing market conditions;and the market performance of comparable publicly traded companies. We utilized various valuation methodologies in accordance with the framework of the 2004 American Institute of Certified Public AccountantsTechnical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of our common stock. Our board of directors determined the equity value of our business using the income approach valuation method or, when applicable due to a recent offeringof our redeemable convertible preferred stock, the back solve method of the option pricing model, or OPM, to determine the enterprise value. The incomeapproach determines our enterprise value on the basis of the estimated present value of our projected future cash 69 flows. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparablepublicly traded companies in our industry or similar lines of business as of each valuation date and this discount rate is adjusted to reflect the risks inherentin our cash flows. Once calculated, the results of the income approach were relied upon to determine an estimated enterprise value. Additionally, eachvaluation reflects a marketability discount, resulting from the illiquidity of our common stock. We issue stock-based awards to employees and non-employees, generally in the form of stock options and restricted stock. We account for our stock-based awards in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, or ASC 718. ASC 718 requires all stock-based payments toemployees, including grants of employee stock options and modifications to existing stock options, to be recognized in the consolidated statements ofoperations and comprehensive loss based on their grant date fair values. We account for stock-based awards to non-employees in accordance with FASB ASCTopic 505-50, Equity-Based Payments to Non-Employees, which requires the fair value of the award to be remeasured at fair value as the award vests. Werecognize the compensation cost of stock-based awards to employees and non-employees on a straight-line basis over the vesting period. See below for adetailed description of how we estimate fair value for purposes of option grants and the methodology used in measuring stock-based compensation expense. We estimate the fair value of our stock-based awards to employees and non-employees using the Black-Scholes-Merton option pricing model, whichrequires the input of highly subjective assumptions, including (a) the expected volatility of our stock, (b) the expected term of the award, (c) the risk-freeinterest rate and (d) expected dividends. Due to the lack of a public market for the trading of our common stock, prior to our IPO, and a lack of companyspecific historical and implied volatility data, we have based our estimate of expected volatility on the historical volatility of a group of similar companiesthat are publicly traded. For these analyses, we have selected companies with comparable characteristics to ours, including enterprise value, risk profiles andposition within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. We compute thehistorical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of ourstock-based awards. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock pricebecomes available. We have estimated the expected life of our employee stock options using the “simplified” method, whereby the expected life equals theaverage of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option arebased on the U.S. Treasury yield curve in effect during the period in which the options were granted. We are also required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from ourestimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that areexpected to vest. To the extent that actual forfeitures differ from our estimates, the difference is recorded as a cumulative adjustment in the period theestimates were revised. Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. Ifour actual forfeiture rate is materially different from the estimate, our stock-based compensation expense could be different from what we have recorded in thecurrent period. These assumptions used to determine stock compensation expense represent our best estimates, but the estimates involve inherentuncertainties and the application of our judgment. As a result, if factors change and we use significantly different assumptions or estimates, our stock-basedcompensation expense could be materially different. Inventories Inventories are stated at the lower of cost or market. The Company determines the cost of its inventories, which includes amounts related tomaterials, direct labor, and manufacturing overhead, on a first-in, first-out basis. The Company performs an assessment of recoverability of capitalizedinventory during each reporting period, and writes down any excess and obsolete inventories to realizable value in the period in which the impairment is firstidentified. Shipping and handling costs incurred for inventory purchases are capitalized and recorded upon sale in cost of product revenues in the statementsof operations. The Company capitalizes inventories in preparation for sales of products when the related product candidates are considered to have a highlikelihood of regulatory clearance, which for the T2Dx Instrument and the T2Candida Panel was when we achieved regulatory clearance, and the related costsare expected to be recoverable through sales of the inventories. In addition, the Company capitalizes inventories related to the manufacture of instrumentsthat have a high likelihood of regulatory clearance, which for the T2Dx Instrument and the T2Candida Panel was when we achieved regulatory clearance, andwill be retained as the Company’s assets, upon determination that the instrument has alternative future uses. In determining whether or not to capitalize suchinventories, the Company evaluates, among other factors, information 70 regarding the product candidate’s status of regulatory submissions and communications with regulatory authorities, the outlook for commercial sales andalternative future uses of the product candidate, including commercial sale. Costs associated with development products prior to satisfying the inventory capitalization criteria are charged to research and developmentexpense as incurred. The Company classifies inventories related to instruments that are Company-owned, as a component of property and equipment. Raw material andwork-in-process inventories that are expected to be used to produce Company-owned instruments, based on our business model and forecast, are alsoclassified as property and equipment. Company-owned instruments are instruments that are manufactured and placed with customers in connections withrental agreements, or are used for internal purposes. Emerging Growth Company Status In April 2012, the Jumpstart Our Business Startups Act, or the JOBS Act, was enacted in the United States. Section 107 of the JOBS Act provides thatan “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, asamended, for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accountingstandards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transitionperiod and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk related to changes in interest rates. As of December 31, 2014, we had cash and cash equivalents of $73.8 million heldprimarily in money market funds consisting of U.S. government agency securities. Our primary exposure to market risk is interest rate sensitivity, which isaffected by changes in the general level of U.S. interest rates, particularly because our investments are in short-term securities. Due to the short-term durationof our investment portfolio and the low risk profile of our investments, an immediate one percent change in interest rates would not have a material effect onthe fair market value of our portfolio. We are also subject to interest rate risk from the loans under our credit facility with Solar Capital, Ltd., which has anoutstanding principal balance of $20.0 million as of December 31, 2014 and bears interest at an annual rate equal to the one-month LIBOR plus 7.05%. A10% increase in the one-month LIBOR annual rate would result in an immaterial increase in our annual interest expense under our credit facility with SolarCapital, Ltd., as a result of the current low interest rate environment. 71 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders ofT2 Biosystems, Inc. We have audited the accompanying consolidated balance sheets of T2 Biosystems, Inc. (the Company) as of December 31, 2014 and 2013, and therelated consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit) and cashflows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We werenot engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control overfinancial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on atest basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimatesmade by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of T2 Biosystems, Inc. atDecember 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31,2014, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Boston, MassachusettsMarch 4, 2015 72 T2 Biosystems, Inc.Consolidated Balance Sheets(In thousands, except share and per share data) December 31,2014 December 31,2013 AssetsCurrent assets:Cash and cash equivalents$73,849$30,198Accounts receivable201—Prepaid expenses and other current assets1,076195Inventories115—Restricted cash, current portion80—Total current assets75,32130,393Property and equipment, net2,7601,118Restricted cash, net of current portion260340Deferred tax assets313—Other assets48034Total assets$79,134$31,885Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)Current liabilities:Accounts payable$735$943Accrued expenses and other current liabilities3,6621,319Current portion of notes payable2951,759Deferred revenue80—Deferred tax liabilities313—Current portion of deferred rent8725Total current liabilities5,1724,046Notes payable, net of current portion20,6603,299Deferred rent, net of current portion10645Warrants to purchase redeemable securities—1,225Other liabilities195—Commitments and contingencies (Note 13)Redeemable convertible preferred stock (Note 7)—112,813Stockholders’ equity (deficit):Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding atDecember 31, 2014 and 2013——Common stock, $0.001 par value; 200,000,000 and 28,254,907 shares authorized at December 31, 2014and 2013, respectively; 20,041,645 and 1,411,986 shares issued and outstanding at December 31, 2014and 2013, respectively201Additional paid-in capital156,576—Accumulated deficit(103,595)(89,544)Total stockholders’ equity (deficit)53,001(89,543)Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)$79,134$31,885 See accompanying notes to financial statements. 73 T2 Biosystems, Inc.Consolidated Statements of Operations and Comprehensive Loss(In thousands, except share and per share data) Year EndedDecember 31,20142013 2012 Research and grant revenue$119$266$19Operating expenses:Research and development19,78214,93611,727Selling, general and administrative11,0185,0222,945Total operating expenses30,80019,95814,672Loss from operations(30,681)(19,692)(14,653)Interest expense, net(721)(403)(154)Other income (expense), net12(515)352Net loss$(31,390)$(20,610)$(14,455)Comprehensive loss$(31,390)$(20,610)$(14,455)Reconciliation of net loss to net loss applicable to common stockholders:Net loss$(31,390)$(20,610)$(14,455)Accretion of redeemable convertible preferred stock to redemption value$(4,570)$(6,908)$(4,412)Net loss applicable to common stockholders$(35,960)$(27,518)$(18,867)Net loss per share applicable to common stockholders — basic and diluted$(4.15)$(19.72)$(13.86)Weighted-average number of common shares used in computing net loss per shareapplicable to common stockholders — basic and diluted8,674,9311,395,5621,361,616 See accompanying notes to financial statements. 74 T2 Biosystems, Inc.Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)(In thousands, except share and per share data) Series A-1RedeemableConvertiblePreferredStock Series A-2RedeemableConvertiblePreferredStock Series BRedeemableConvertiblePreferredStock Series CRedeemableConvertiblePreferredStock Series DRedeemableConvertiblePreferredStock Series ERedeemableConvertiblePreferredStockCommonStock AdditionalPaid-In Accumulated TotalStockholders’Equity Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balance atDecember 31,2011282,849$7841,703,959$6,9183,249,877$13,7204,055,125$16,6815,054,945$23,622—$—1,359,718$1$—$(44,196)$(44,195)Accretion ofSeries A-1, A-2, B, C, and Dredeemableconvertiblepreferred stockto redemptionvalue—46—404—874—1,214—1,874————(404)(4,008)(4,412)Exercise of stockoptions————————————2,325—1—1Stock-basedcompensationexpense——————————————403—403Net loss———————————————(14,455)(14,455)Balance atDecember 31,2012282,8498301,703,9597,3223,249,87714,5944,055,12517,8955,054,94525,496——1,362,0431—(62,659)(62,658)Issuance ofSeries Eredeemableconvertiblepreferred stock,net of issuancecosts of $232——————————6,930,96739,768—————Accretion ofSeries A-1, A-2, B, C, D, andE redeemableconvertiblepreferred stockto redemptionvalue—44—402—870—1,205—1,861—2,526——(633)(6,275)(6,908)Exercise of stockoptions————————————49,943—55—55Stock-basedcompensationexpense——————————————578—578Net loss———————————————(20,610)(20,610)Balance atDecember 31,2013282,8498741,703,9597,7243,249,87715,4644,055,12519,1005,054,94527,3576,930,96742,2941,411,9861—(89,544)(89,543)Accretion ofSeries A-1, A-2, B, C, D, andE redeemableconvertiblepreferred stockto redemptionvalue—26—240—520—722—1,115—1,947——(880)(3,690)(4,570)Stock-basedcompensationexpense——————————————1,653—1,653Conversion ofredeemableconvertiblepreferred stockinto commonstock(282,849)(900)(1,703,959)(7,964)(3,249,877)(15,984)(4,055,125)(19,822)(5,054,945)(28,472)(6,930,967)(44,241)12,516,2981396,34121,029117,383Issuance ofcommon stockupon netsettlement ofwarrants topurchaseredeemableconvertiblepreferred stock————————————68,700—1,226—1,226Issuance ofcommon stockfrom initialpublicoffering, net ofoffering costsof $7,700————————————5,980,000658,083—58,089Exercise of stockoptions————————————64,661—153—153Net loss———————————————(31,390)(31,390)Balance atDecember 31,2014—$——$——$——$——$——$—20,041,645$20$156,576$(103,595)$53,001 See accompanying notes to financial statements. 75 T2 Biosystems, Inc.Consolidated Statements of Cash Flows(In thousands) Year EndedDecember 31,20142013 2012 Operating activitiesNet loss$(31,390)$(20,610)$(14,455)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization691584571Stock-based compensation expense1,653578403Noncash interest expense1124446Noncash warrant expense——81Change in fair value of warrants1530(132)Loss on disposal of asset—6—Deferred rent5(5)15Changes in operating assets and liabilities:Accounts receivable(201)——Prepaid expenses and other current assets(1,217)(138)(2)Inventory(115)——Accounts payable(208)372(88)Accrued expenses and other liabilities2,405586258Deferred revenue80——Net cash used in operating activities(28,184)(18,053)(13,303)Investing activitiesPurchases of property and equipment(2,084)(513)(283)Decrease in restricted cash—80—Net cash used in investing activities(2,084)(433)(283)Financing activitiesProceeds from issuance of common stock in initial public offering, net of offering costs58,089——Proceeds from issuance of redeemable convertible preferred stock, net—39,768—Proceeds from issuance of common stock and stock options exercises, net153551Proceeds from issuance of note payable, net19,714—4,924Repayments of note payable(4,037)(848)(374)Net cash provided by financing activities73,91938,9754,551Net increase (decrease) in cash and cash equivalents43,65120,489(9,035)Cash and cash equivalents at beginning of period30,1989,70918,744Cash and cash equivalents at end of period$73,849$30,198$9,709 See accompanying notes to financial statements. 76 T2 Biosystems, Inc.Consolidated Statements of Cash Flows (Continued)(In thousands) Year EndedDecember 31,20142013 2012 Supplemental disclosures of cash flow informationCash paid for interest$515$345$101Supplemental disclosures of noncash investing and financing activitiesAccrued property and equipment$249$—$—Accretion of Series A-1, A-2, B, C, D and E redeemable convertible preferred stock toredemption value$4,570$6,908$4,412Warrants issued in connection with debt$—$—$64Conversion of redeemable and convertible preferred stock to common stock$117,383$—$—Conversion of preferred warrants to common stock$1,226$—$— See accompanying notes to financial statements. 77 T2 Biosystems, Inc.Notes to Consolidated Financial Statements Years Ended December 31, 2014 and 2013 1. Nature of Business T2 Biosystems, Inc. (the “Company”) was incorporated on April 27, 2006 as a Delaware corporation with operations based in Lexington,Massachusetts. The Company is an in vitro diagnostic company that has developed an innovative and proprietary platform that enables rapid, sensitive andsimple direct detection of pathogens, biomarkers and other abnormalities across a variety of unpurified patient sample types. The Company is using its T2Magnetic Resonance platform (“T2MR”) to develop a broad set of applications aimed at reducing mortality rates, improving patient outcomes and reducingthe cost of healthcare by helping medical professionals make targeted treatment decisions earlier. The Company’s initial development efforts target sepsis,hemostasis and Lyme disease, areas of significant unmet medical need in which existing therapies could be more effective with improved diagnostics. OnSeptember 22, 2014, the Company received market authorization from the U.S. Food and Drug Administration (“FDA”) for its first two products, the T2Dxdiagnostic instrument (“T2Dx”) and T2Candida panel (“T2Candida”). The Company has devoted substantially all of its efforts to research and development, business planning, recruiting management and technical staff,acquiring operating assets, raising capital, and, most recently, preparing for the commercialization of its products. Liquidity At December 31, 2014 the Company has generated an accumulated deficit of $103.6 million (see Note 8 for additional disclosure of the effects of theinitial public offering on accumulated deficit). The future success of the Company is dependent on its ability to successfully commercialize its newlyauthorized products, obtain regulatory clearance for and successfully launch its future product candidates and ultimately attain profitable operations, andobtain additional capital, if needed. Historically, the Company has funded its operations primarily through private placements of its redeemable convertiblepreferred stock and through debt financing arrangements. On August 12, 2014, the Company completed its initial public offering (“IPO”) whereby theCompany sold 5,980,000 shares of its common stock for net proceeds of approximately $58.1 million (Note 8). Management believes that its existing cashresources at December 31, 2014 together with the additional remaining liquidity of up to $10.0 million of available borrowings from the loan and securityagreement executed in July 2014 (Note 6) will be sufficient to allow the Company to fund its current operating plan through at least the next 12 months. The Company is subject to a number of risks similar to other newly commercial life science companies, including, but not limited to commerciallylaunching the Company’s products, development and market acceptance of the Company’s product candidates, development by its competitors of newtechnological innovations, protection of proprietary technology, and raising additional capital. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Company’s financial statements have been prepared in conformity with generally accepted accounting principles in the United States ofAmerica (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accountingprinciples as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting StandardsBoard (“FASB”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, T2 BiosystemsSecurities Corporation. All intercompany balances and transactions have been eliminated. 78 Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions thataffect the amounts reported in the financial statements and accompanying notes. The Company utilizes certain estimates in the determination of the fair valueof its common stock and stock options, the fair value of liability-classified warrants, deferred tax valuation allowances, revenue recognition, to recordexpenses relating to research and development contracts and to classify the value of instrument raw material and work-in-process inventory betweeninventory and property and equipment. The Company bases its estimates on historical experience and other market-specific or other relevant assumptionsthat it believes to be reasonable under the circumstances. Actual results could differ from such estimates. Prior to the completion of its IPO, the Company utilized significant estimates and assumptions in determining the fair value of its common stock. The Company utilized various valuation methodologies in accordance with the framework of the 2004 American Institute of Certified Public AccountantsTechnical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. Eachvaluation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number ofobjective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights andpreferences of securities senior to the Company’s common stock at the time and the likelihood of achieving a liquidity event, such as an initial publicoffering or sale. Significant changes to the key assumptions used in the valuations could have resulted in different fair values of common stock at eachvaluation date. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chiefoperating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operatingdecision maker is the Chief Executive Officer. The Company views its operations and manages its business in one operating segment, which is the business ofdeveloping and, upon regulatory clearance, launching commercially its diagnostic products aimed at reducing mortality rates, improving patient outcomesand reducing the cost of healthcare by helping medical professionals make targeted treatment decisions earlier. Off Balance Sheet Risk and Concentrations of Credit Risk The Company has no significant off-balance sheet risks, such as foreign exchange contracts, option contracts, or other foreign hedgingarrangements. Cash and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk. At December 31,2014 and 2013, substantially all of the Company’s cash was deposited in accounts at one financial institution, with a significant amount invested in moneymarket funds that are invested in short-term U.S. government agency securities. The Company maintains its cash deposits, which at times may exceed thefederally insured limits, with a large financial institution and, accordingly, the Company believes such funds are subject to minimal credit risk. Cash Equivalents Cash equivalents include all highly liquid investments maturing within 90 days from the date of purchase. Cash equivalents consist of moneymarket funds invested in short-term U.S. government agency securities as of December 31, 2014 and 2013. Accounts Receivable The Company’s accounts receivable consists primarily of amounts due from research and development arrangements with partners. At eachreporting period, management reviews all outstanding balances to determine if the facts and circumstances of each customer relationship indicate the need fora reserve. The Company did not have an allowance for accounts at December 31, 2014 or 2013. 79 Inventories Inventories are stated at the lower of cost or market. The Company determines the cost of its inventories, which includes amounts related tomaterials, direct labor, and manufacturing overhead, on a first-in, first-out basis. The Company performs an assessment of the recoverability of capitalizedinventory during each reporting period, and writes down any excess and obsolete inventories to their realizable value in the period in which the impairmentis first identified. Shipping and handling costs incurred for inventory purchases are capitalized and recorded upon sale in cost of product revenues in theconsolidated statements of operations. The Company capitalizes inventories in preparation for sales of products when the related product candidates are considered to have a highlikelihood of regulatory clearance, which for the T2Dx Instrument and T2Candida Panel was upon the achievement of regulatory clearance, and the relatedcosts are expected to be recoverable through sales of the inventories. In addition, the Company capitalizes inventories related to the manufacture ofinstruments that have a high likelihood of regulatory clearance, which for the T2Dx Instrument and T2Candida Panel was upon the achievement ofregulatory clearance, and will be retained as the Company’s assets, upon determination that the instrument has alternative future uses. In determiningwhether or not to capitalize such inventories, the Company evaluates, among other factors, information regarding the product candidate’s status of regulatorysubmissions and communications with regulatory authorities, the outlook for commercial sales and alternative future uses of the product candidate, includingcommercial sale. Costs associated with development products prior to satisfying the inventory capitalization criteria are charged to research anddevelopment expense as incurred. The Company classifies inventories related to instruments that are Company-owned, as a component of property and equipment. Raw material andwork-in-process inventories that are expected to be used to produce Company-owned instruments, based on our business model and forecast, are alsoclassified as property and equipment. Company-owned instruments are instruments that are manufactured and placed with customers in connection withrental agreements, or are used for internal purposes. The Company began capitalizing inventories upon receipt of market authorization from the FDA for its first two products. Inventory meeting thecapitalization criteria as of December 31, 2014 totaled $115,000, comprised of $71,000 of raw materials and $44,000 of work in process. Fair Value Measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used indetermining the reported fair values. ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a hierarchy of inputs used in measuringfair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used whenavailable. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sourcesindependent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use inpricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to thevaluation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy definesthree levels of valuation inputs: Level 1 — Quoted unadjusted prices for identical instruments in active markets. Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are notactive, and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets. Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable, includingassumptions developed by the Company. 80 The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. Assets and liabilities measured at fair value areclassified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significanceof a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability(See Note 3). Financial instruments measured at fair value on a recurring basis include cash, money market funds, restricted cash and warrants to purchaseredeemable securities (See Note 3). For certain financial instruments, including accounts payable and accrued expenses, the carrying amounts approximate their fair values as ofDecember 31, 2014 and 2013 because of their short-term nature. At December 31, 2014, the carrying value of the Company’s debt approximated fair value,which was determined using Level 3 inputs, including a quoted rate (Note 6). Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Property andequipment includes raw materials, work-in-process and finished instruments that are Company-owned or expected to remain Company-owned when placed inservice. Company-owned instruments are instruments that are manufactured and placed with customers in connection with rental agreements, or are used forinternal purposes. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property andequipment. Revenue Recognition The Company generates revenue primarily from research and development agreements with government agencies and other third parties. Revenuesearned from activities performed pursuant to development agreements is reported as revenue in the statements of operations and comprehensive loss, usingthe proportional performance method as the work is completed, and the related costs are expensed as incurred as research and development expense. The timing of cash received from the Company’s research and development agreements generally differs from when revenue is recognized. TheCompany recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition (“ASC 605”). Accordingly, the Company recognizes revenuewhen all of the following criteria have been met: i. Persuasive evidence of an arrangement exists ii. Delivery has occurred or services have been rendered iii. The seller’s price to the buyer is fixed or determinable iv. Collectability is reasonably assured Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue. Criterion (i) is satisfied when the Companyhas a written agreement or contract in place. Criterion (ii) is satisfied when the Company performs the services. Determination of criteria (iii) and (iv) arebased on management’s judgments regarding whether the fee is fixed or determinable and the collectability of the fee is reasonably assured. For multiple-element arrangements, the Company identifies the deliverables included within the agreement and evaluates which deliverablesrepresent separate units of accounting. The Company accounts for those components as separate elements when the following criteria are met: (1) thedelivered items have value to the customer on a stand-alone basis; and, (2) if there is a general right of return relative to the delivered items, delivery orperformance of the undelivered items is considered probable and within its control. The consideration received is allocated among the separate units ofaccounting based on management’s best estimate of selling price, and the applicable revenue recognition criteria are applied to each of the separate units.The determination that multiple 81 elements in an arrangement meet the criteria for separate units of accounting requires the Company’s management to exercise its judgment. Research and Development Costs Costs incurred in the research and development of the Company’s product candidates are expensed as incurred. Research and development expensesconsist of costs incurred in performing research and development activities and include salaries and benefits, stock compensation, research-related facilityand overhead costs, laboratory supplies, equipment and contract services. Impairment of Long Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an assetmay not be recoverable. During this review, the Company reevaluates the significant assumptions used in determining the original cost and estimated lives oflong-lived assets. Although the assumptions may vary from asset to asset, they generally include operating results, changes in the use of the asset, cash flowsand other indicators of value. Management then determines whether the remaining useful life continues to be appropriate or whether there has been animpairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets’ recovery. Ifimpairment exists, the Company would adjust the carrying value of the asset to fair value, generally determined by a discounted cash flow analysis. Noimpairment charges have been recorded in any of the periods presented. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstancesfrom non-owner sources. Comprehensive loss consists of net loss and other comprehensive loss, which includes certain changes in equity that are excludedfrom net loss. The Company’s comprehensive loss equals reported net loss for all periods presented. Stock Based Compensation The Company has a stock-based compensation plan which is more fully described in Note 9. The Company records stock-based compensation foroptions granted to employees and to members of the board of directors for their services on the board of directors, based on the grant date fair value of awardsissued, and the expense is recorded on a straight-line basis over the applicable service period, which is generally four years. The Company accounts for non-employee stock-based compensation arrangements based upon the fair value of the consideration received or the equity instruments issued, whichever ismore reliably measurable. The measurement date for non-employee awards is generally the date that the performance of services required for the non-employee award is complete. Stock-based compensation costs for non-employee awards is recognized as services are provided, which is generally the vestingperiod, on a straight-line basis. The Company expenses restricted stock awards based on the fair value of the award on the date of issuance, on a straight-line basis over theassociated service period of the award. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of thecommon stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The expected termwas determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of a publicmarket for the trading of the Company’s common stock and a lack of company-specific historical and implied volatility data, the Company based its estimateof expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparablecharacteristics were selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet theexpected life of the stock-based awards. The Company computed the historical volatility data using the daily closing prices for the selected companies’shares during the 82 equivalent period of the calculated expected term of its stock-based awards. The risk-free interest rate is determined by reference to U.S. Treasury zero-couponissues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends onshares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company is required to estimate forfeitures at the time of grant andrevise those estimates in subsequent periods if actual forfeitures differ from those estimates. Warrants to Purchase Redeemable Securities The Company has issued warrants to purchase shares of the Company’s series A-2 redeemable convertible preferred stock, series B redeemableconvertible preferred stock, series C redeemable convertible preferred stock, and series D redeemable convertible preferred stock. The Company accounts for warrant instruments that either conditionally or unconditionally obligate the issuer to transfer assets as liabilitiesregardless of the timing of the redemption feature or price, even though the underlying shares may be classified as permanent or temporary equity.Consequently, the warrants to purchase shares of series A-2 preferred stock, series B preferred stock, series C preferred stock, and series D preferred stock wereaccounted for as liabilities and adjusted to fair value at the end of each reporting period. The liability for warrants to purchase redeemable securities isremeasured at each balance sheet date with changes to fair value being recognized as a component of other income (expense) in the statement of operationsand comprehensive loss. In connection with the closing of the Company’s IPO, all of the Company’s outstanding warrants to purchase redeemable securitieswere net settled into shares of common stock (Note 8). Income Taxes The Company provides for income taxes using the liability method. The Company provides deferred tax assets and liabilities for the expected futuretax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax basis of assets and liabilities usingenacted tax rates expected to be in effect in the years in which the differences are expected to reverse. A valuation allowance is provided to reduce thedeferred tax assets to the amount that will more likely than not be realized. The Company applies ASC 740 Income Taxes (“ASC 740”) in accounting for uncertainty in income taxes. The Company does not have any materialuncertain tax positions for which reserves would be required. The Company will recognize interest and penalties related to uncertain tax positions, if any, inincome tax expense. Guarantees As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is,or was, serving at the Company’s request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime. The maximum potentialamount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ insurance coverage thatlimits its exposure and enables it to recover a portion of any future amounts paid. The Company leases office, laboratory and manufacturing space under noncancelable operating leases. The Company has standard indemnificationarrangements under the leases that require it to indemnify the landlord against all costs, expenses, fines, suits, claims, demands, liabilities, and actionsdirectly resulting from any breach, violation or nonperformance of any covenant or condition of the Company’s leases. As of December 31, 2014 and 2013, the Company had not experienced any material losses related to these indemnification obligations, and nomaterial claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and,consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. 83 Net Loss Per Share Basic net loss per share is calculated by dividing net loss applicable to common stockholders by the weighted-average number of shares outstandingduring the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number ofshares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposesof the diluted net loss per share calculation, redeemable convertible preferred stock and warrants to purchase redeemable convertible preferred stock, whichwere outstanding prior to the Company’s IPO, and stock options and unvested restricted stock are considered to be common stock equivalents, but have beenexcluded from the calculation of diluted net loss per share, as their effect, including the related impact to the numerator of the fair value adjustment of thewarrants and the impact to the denominator of the warrant shares, would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss pershare applicable to common stockholders were the same for all periods presented. Reverse Stock Split The Company effected a 1-for-1.7 reverse stock split of its issued and outstanding common stock on July 25, 2014. All share and per share amountsrelated to issued and outstanding common stock, outstanding options and warrants exercisable for common stock included in these financial statements andnotes to the financial statements and have been retroactively adjusted for all periods presented to reflect the reverse stock split, including reclassifying anamount equal to the reduction in par value of common stock to additional paid-in capital. The shares authorized, issued and outstanding of the Company’sredeemable convertible preferred stock are not impacted by the reverse stock split and have not been adjusted. Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of thespecified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not havea material impact on its financial position or results of operations upon adoption. In June 2014, the FASB issued amended guidance, ASU No 2014-09, Revenue from Contracts with Customers, which is applicable to revenuerecognition that will be effective for the Company for the year ended December 31, 2017. The new guidance must be adopted using either a full retrospectiveapproach for all periods presented or a modified retrospective approach. Early adoption is not permitted. The new guidance applies a more principles-basedapproach to revenue recognition. The Company is evaluating the new guidance and the expected effect on the Company’s consolidated financial statements. In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915) (“ASU 2014-10”), which removes the definition of adevelopment stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reportingentities. Accordingly, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statementsof operations, cash flows and shareholder equity, (2) label financial statements as those of a development stage entity, (3) disclose a description of thedevelopment stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity thatin prior years it had been in the development stage. ASU 2014-10 is effective for public business entities for annual periods beginning after December 15,2014, and interim reporting periods beginning after December 15, 2015, with early adoption permitted. The Company adopted the provisions of ASU 2014-10 in the June 30, 2014 Quarterly Report on Form 10-Q. In 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (“ASU 2014-15”), which is effective for annualperiods ending after December 15, 2016. Early adoption is permitted. ASU 2014-15 provides new guidance on (1) management’s responsibility inevaluating whether or not there is substantial doubt about a company’s ability to continue as a going concern within one year from the date the financialstatements are issued each reporting period and (2) related financial statement disclosures. The Company has not adopted the guidance prescribed by ASU2014-15 and does not expect the new guidance to have a significant effect on its consolidated financial statements. 84 3. Fair Value Measurements The Company measures the following financial assets and liabilities at fair value on a recurring basis. The Company has not changed the manner inwhich it values the liability for warrants to purchase redeemable securities, which is measured at fair value using Level 3 inputs. There were no transfersbetween levels of the fair value hierarchy during any of the periods presented. The following tables set forth the Company’s financial assets and liabilitiescarried at fair value categorized using the lowest level of input applicable to each financial instrument as of December 31, 2014 and December 31, 2013 (inthousands): Balance atDecember 31,2014 Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3)Assets:Cash$10,348$10,348$—$—Money market funds63,50163,501——Restricted cash340340——$74,189$74,189$—$— Balance atDecember 31,2013 Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3)Assets:Cash$2,631$2,631$—$—Money market funds27,56727,567——Restricted cash340340——$30,538$30,538$—$—Liabilities:Warrants to purchase redeemable securities$1,225$—$—$1,225$1,225$—$—$1,225 The Company determined the fair value of the warrants to purchase redeemable convertible preferred stock based on input from management and theboard of directors, which utilized an independent valuation of the Company’s enterprise value, determined utilizing an analytical valuation model. Eachvaluation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number ofobjective and subjective factors, including external market conditions affecting the in vitro diagnostics industry sector, the prices at which the Company soldshares of preferred stock, the superior rights and preferences of securities at the time and the likelihood of achieving a liquidity event, such as an initialpublic offering or a sale of the Company. Any changes in the assumptions used in the valuation could materially affect the financial results of the Company.Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The analytical valuation model used to determine the fair value of the warrants for the year ended December 31, 2013 was the hybrid approach basedon an option pricing model method and probability weighted expected return method. 85 The following table sets forth a summary of changes in the fair value of the Company’s preferred stock warrant liability, which represents a recurringmeasurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): 2014Beginning balance$1,225Change in fair value, recorded as a component of other income(expense)1Net exercise of warrants into common stock(1,226)Ending balance$— 4. Restricted Cash The Company is required to maintain a security deposit for its operating lease agreement for the duration of the lease agreement and for its creditcards as long as they are in place. At both December 31, 2014 and 2013, the Company had certificates of deposit for $340,000, which represented collateralas security deposits for its operating lease agreement for its facility and its credit card. In accordance with the operating lease agreement, the Companyreduced its security deposit by $80,000 to $320,000 on January 14, 2013. 5. Supplemental Balance Sheet Information Property and Equipment Property and equipment consists of the following (in thousands): Estimated Useful December 31,Life (Years) 2014 2013Office and computer equipment3$383$302Software3480186Laboratory equipment53,3122,770Furniture5 - 7187179Manufacturing tooling and molds0.526—Leasehold improvementsLesser of useful lifeor lease term764332Construction in progress 387—Construction in progress — instrumentsn/a563— 6,1023,769Less accumulated depreciation andamortization (3,342)(2,651)Property and equipment, net $2,760$1,118 Construction in progress is primarily comprised of equipment and leasehold improvement construction projects that have not been placed inservice. Construction in progress — instruments is comprised of raw material and work-in-process inventory that is expected to be used to produceCompany-owned instruments, based on our business model and forecast. Depreciation and amortization expense of $691,000, $584,000 and $571,000 was charged to operations for the years ended December 31, 2014,2013 and 2012, respectively. Accrued Expenses Accrued expenses consist of the following (in thousands): 86 December 31,2014 2013Accrued payroll and compensation$1,846$496Accrued research and development expenses733422Accrued professional services374101Other accrued expenses709300Total accrued expenses$3,662$1,319 6. Debt On July 11, 2014, the Company entered into a loan and security agreement (“Note Agreement 1”) with two lenders to borrow up to $30.0 million foroperations. Note Agreement 1 allows the Company to borrow amounts in two tranches, up to $20.0 million (drawn in amounts not less than $10.0 millionupon closing and the remainder drawn in amounts not less than $5.0 million draws) by December 31, 2014 for tranche A and up to $10.0 million by June 30,2015 for tranche B. Under Note Agreement 1, borrowings under tranche B are only available to the Company if both of the following conditions are met byJune 30, 2015: (a) the Company receives Section 510(k) clearance from the FDA on the Company’s T2Dx and T2Candida products and (b) the Companycompletes a public or private stock offering, equity raise or strategic partner arrangement resulting in the receipt of at least $30.0 million in net proceeds bythe Company. As the Company received FDA approval in September 2014 and the Company closed its initial public offering in August 2014, the borrowingsunder tranche B are now available as both of the required conditions have been met. Through December 31, 2014, the Company received proceeds of $19.7 million under tranche A, net of deferred financing costs. To date, theCompany has not drawn the remaining tranche B available borrowings of $10.0 million. The amounts borrowed under Note Agreement 1 are collateralized by substantially all of the assets of the Company and bear interest at the one-month LIBOR plus 7.05%, which was 7.22% on December 31, 2014. The Company will pay interest only payments on the amounts borrowed under NoteAgreement 1 through July 31, 2016. After the interest only period, the Company will repay the amounts borrowed in equal monthly installments until thematurity date of July 1, 2019. Note Agreement 1 requires payment of a final fee of 4.75% of the aggregate original principal of amounts borrowed, which theCompany is accruing over the term of Note Agreement 1. In addition, amounts borrowed may be prepaid at the option of the Company in denominations ofnot less than $1.0 million, and any amounts prepaid are subject to a prepayment premium of 1.5% if prepaid prior to the first anniversary of the borrowingdate, 1.0% if prepaid prior to the second anniversary of the borrowing date and after the first anniversary of the borrowing date, and 0.5% if prepaid prior tothe maturity date and after the second anniversary of the borrowing date. The effective interest rate for Note Agreement 1, including final fee interest andnon-cash interest, is 9.3%. Note Agreement 1 does not include any financial covenants, but does contain a subjective acceleration clause whereby upon an event of default,which includes a material adverse change in the business, operations, or conditions (financial or otherwise) of the Company or a material impairment of theprospect of repayment of any portion of the obligations, there can be an immediate acceleration of the borrowings under Note Agreement 1. In the event ofdefault, the lender has first priority to substantially all of the Company’s assets, except for those collateralized by Note Agreement 3. The lender has notexercised its right under this clause, as there have been no such events. The Company believes that the likelihood of the lender exercising this right is remote. The Company assessed all terms and features of Note Agreement 1 in order to identify any potential embedded features that would requirebifurcation or any beneficial conversion features. As part of this analysis, the Company assessed the economic characteristics and risks of Note Agreement 1,including put and call features. The Company determined that all features of Note Agreement 1 are clearly and closely associated with a debt host and do notrequire bifurcation as a derivative liability, or the fair value of the feature is immaterial. The Company will continue to reassess the features to determine ifthey require separate accounting on a quarterly basis. 87 On June 25, 2012, the Company entered into a loan and security agreement (“Note Agreement 2”) with a lender to borrow up to $4.5 million foroperations through December 31, 2012. The amounts borrowed are collateralized by the assets of the Company and bear interest at 6.25%. The Companypaid interest only on the borrowings through June 30, 2013 and then makes 36 equal month payments of principal plus monthly payments of accruedinterest. During 2012, the Company borrowed $4.5 million under the agreement. The debt can be prepaid at the option of the Company, and is subject to aprepayment premium of 2% if it is repaid prior the first anniversary of the borrowing date, and 1% if the debt is prepaid prior to the second anniversary of theborrowing date. In connection with the closing of Note Agreement 1, the Company repaid all amounts outstanding under Note Agreement 2, totaling approximately$2.9 million, as of July 11, 2014. On May 9, 2011, the Company entered into a promissory agreement (“Note Agreement 3”) with a separate lender to borrow up to $1.7 million for thepurchase of laboratory equipment and office equipment through December 2013. The amounts borrowed are collateralized by the associated equipment andbear interest at 6.5%. The Company paid interest only on the borrowings through December 2013 and will make equal monthly payments of principal andinterest through the maturity date of May 2018. The Company borrowed a total of $1.4 million under Note Agreement 3, including $451,000 during the yearended December 31, 2012. The Note Agreement 3 includes financial covenants that require the Company to maintain a minimum cash balance of $300,000. In addition, Note Agreement 3 contains a subjective acceleration clause whereby an event of default and immediate acceleration of the borrowingunder the security and loan agreement occurs if there is a material adverse change in the business, operations, or condition (financial or otherwise) of theCompany or a material impairment of the prospect of repayment of any portion of the obligations. In the event of default, the lender has first priority on thelaboratory equipment and office equipment purchased with the proceeds from Note Agreement 3. The lender has not exercised its right under this clause, asthere have been no such events. The Company believes that the likelihood of the lender exercising this right is remote. Interest expense for the years ended December 31, 2014, 2013 and 2012 was $741,000, $410,000, and $156,000, respectively. Interest expense forthe years ended December 31, 2014, 2013, and 2012 included non-cash interest of $112,000, $44,000, and $46,000, respectively, related to the amortizationof debt discounts and deferred financing costs under each of the Note Agreements. Future principal payments on the notes payable as of December 31, 2014 are as follows (in thousands): Year ended December 31, 2015$30820163,10620177,01820186,79320193,889Total debt payments21,114Less current portion, including debt discount(295)Less debt discount(159)Notes payable, net of current portion$20,660 7. Redeemable Convertible Preferred Stock Upon closing of the IPO on August 12, 2014, all of the outstanding shares of the Company’s redeemable convertible preferred stock were convertedinto 12,516,298 shares of its common stock. As the Preferred Stock was redeemable, the Company accreted the shares to the redemption values over theperiod from issuance to the redemption date. The accretion amounts are recorded as an increase to the carrying value of the Preferred Stock with acorresponding charge to additional paid-in capital or accumulated deficit. 88 On the conversion date, the redeemable convertible preferred stock had a balance of $117.4 million, which was recorded in temporary equity. Uponconversion into common stock, this balance was reclassified as stockholders’ equity (deficit), reducing accumulated deficit by $21.0 million, with theresidual amount of $96.3 million recorded as common stock (par value) and additional paid-in capital. The amount recorded as a reduction in accumulateddeficit reflects the value of redeemable convertible preferred stock dividends and issuance costs accreted through the conversion date. As of August 12,2014, the Company does not have any redeemable convertible preferred stock issued or outstanding. Prior to the IPO, the holders of the Company’s redeemable convertible preferred stock had certain voting, dividend, and redemption rights, as well asliquidation preferences and conversion privileges. All rights, preferences, and privileges associated with the redeemable convertible preferred stock wereterminated at the time of the Company’s IPO in conjunction with the conversion of all outstanding shares of redeemable convertible preferred stock intoshares of common stock. 8. Stockholders’ Equity (Deficit) Common Stock Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legallyavailable and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. As of December 31, 2014, atotal of 3,678,581 shares of common stock were reserved for issuance upon (i) the exercise of outstanding stock options and (ii) the issuance of stock awardsunder the Company’s 2014 Incentive Award Plan and 2014 Employee Stock Purchase Plan. Initial Public Offering On August 12, 2014, the Company completed its IPO, whereby the Company sold 5,980,000 shares of its common stock (inclusive of 780,000 sharesof common stock sold by the Company pursuant to the full exercise of an overallotment option granted to the underwriters in connection with the offering) ata price of $11.00 per share. The shares began trading on the Nasdaq Global Market on August 7, 2014. The net proceeds received by the Company from theoffering were approximately $58.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by theCompany. Upon the closing of the IPO, all outstanding shares of redeemable convertible preferred stock converted into 12,516,298 shares of common stock(Note 7) and warrants exercisable for redeemable convertible preferred stock net exercised into 68,700 shares of common stock (Note 10). In addition, thefollowing other items became effective in connection with IPO: (i) Upon closing of the IPO on August 12, 2014, the number of authorized shares of common stock of the Company increased to 200,000,000and the Company is authorized to issue up to 10,000,000 shares of preferred stock. (ii) On July 19, 2014, the Company’s board of directors adopted and, on July 21, 2014, the Company’s stockholders approved, the 2014Incentive Award Plan (“2014 Plan”), which became effective on August 6, 2014. The 2014 Plan provides for the grant of incentive stockoptions, nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards.The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2014 Plan. (iii) On July 19, 2014, the Company’s board of directors adopted and, on July 21, 2014, the Company’s stockholders approved, the 2014Employee Stock Purchase Plan (“2014 ESPP”), which became effective on August 6, 2014. The 2014 ESPP enables eligible employees topurchase shares of the Company’s common stock at a discount. 89 9. Stock Based Compensation Stock Incentive Plans 2006 Stock Incentive Plan The Company’s 2006 Stock Option Plan (“the 2006 Plan”) was established for granting stock incentive awards to directors, officers, employees andconsultants to the Company. Upon closing of the Company’s IPO in August 2014, the Company ceased granting stock incentive awards under the 2006Plan. The 2006 Plan provided for the grant of incentive and non-qualified stock options and restricted stock grants as determined by the Board of Directors. Under the 2006 Plan, stock options were generally granted with exercise prices equal to or greater than the fair value of the common stock as determined bythe board of directors, expired no later than 10 years from the date of grant, and vest over various periods not exceeding 4 years. 2014 Stock Incentive Plan The Company’s 2014 Plan provides for the issuance of shares of common stock in the form of stock options, awards of restricted stock, awards ofrestricted stock unit awards, performance awards, dividend equivalent awards, stock payment awards and stock appreciation rights to directors, officers,employees and consultants of the Company. Since the establishment of the 2014 Plan, the Company has only granted stock options. Generally, stockoptions are granted with exercise prices equal to or greater than the fair value of the common stock on the date of grant, expire no later than 10 years from thedate of grant, and vest over various periods not exceeding 4 years. The number of shares reserved for future issuance under the 2014 Plan is the sum of (1) 823,529, (2) any shares that were granted under the 2006 Planwhich are forfeited, lapse unexercised or are settled in cash subsequent to the effective date of the 2014 Plan and (3) an annual increase on the first day ofeach calendar year beginning January 1, 2015 and ending on January 1, 2024, equal to the lesser of (A) 823,529 shares, (B) 4% of the shares outstanding onthe final day of the immediately preceding calendar year and (C) such smaller number of shares determined by the Board of Directors. As of December 31,2014 there were 546,847 shares available for future grant under the Plan. Stock Options During the years ended December 31, 2014, 2013, and 2012, the Company granted options with an aggregate fair value of $6.0 million and $2.0million, and $702,000, respectively, which are being amortized into compensation expense over the vesting period of the options as the services are beingprovided. The following is a summary of option activity under the Plan (in thousands, except share and per share amounts): Number ofShares Weighted-AverageExercise Price PerShare Weighted-AverageRemainingContractual Term(In years) Aggregate IntrinsicValueOutstanding at December 31, 20132,265,9732.538.2311,510Granted793,84212.64Exercised(64,661)2.371,091Cancelled(84,008)2.44Outstanding at December 31, 20142,911,1465.307.8740,586Exercisable at December 31, 20141,442,2272.426.6124,276Vested or expected to vest at December 31, 20142,576,2825.047.7436,587 90 The weighted-average fair values of options granted in the years ended December 31, 2014, 2013, and 2012 were $7.59, $1.85, and $1.45 per share,respectively, and were calculated using the following estimated assumptions: Year EndedDecember 31,20142013 2012Weighted-average risk-free interest rate1.91%1.68%1.35%Expected dividend yield0.00%0.00%0.00%Expected volatility61%63%64%Expected terms5.75 – 6.09 years5.77 - 6.08 years6.25 - 10 years The total fair values of stock options that vested during the years ended December 31, 2014, 2013, and 2012 were $1,160,000, $476,000, and$302,000, respectively. Employee Stock Purchase Plan The 2014 ESPP plan period is semi-annual and allows participants to purchase the Company’s common stock at 85% of the lower of (i) the marketvalue per share of common stock on the first day of the offering period or (ii) the market value per share of the common stock on the purchase date. Eachparticipant can purchase up to a maximum of $25,000 per calendar year in fair market value, as determined by the market value per share of common stock atthe beginning of the offering period. The first plan period began on August 7, 2014. Stock-based compensation expense from the 2014 ESPP for the yearended December 31, 2014 was $103,000. The 2014 ESPP provides initially for the granting of up to 220,588 shares of the Company’s common stock to eligible employees. In addition, onthe first day of each calendar year beginning January 1, 2015 and ending on January 1, 2024, the number of common shares available under the Plan shall beincreased by the number of shares equal to the lesser of (1) 220,588 shares, (2) 1% of the common shares outstanding on the final day of the immediatelypreceding calendar year and (3) such smaller number of common shares as determined by the Board of Directors. At December 31, 2014, there were 220,588shares available under the 2014 ESPP. Stock Based Compensation Expense The following table summarizes the stock-based compensation expense for stock options granted to employees and non-employees, as well as stock-compensation expense for the 2014 ESPP that was recorded in the Company’s results of operations for the years presented (in thousands): Year EndedDecember 31,20142013 2012Research and development$501$169$160Selling, general and administrative1,152409243Total stock-based compensation expense$1,653$578$403 As of December 31, 2014, there was $7.2 million of total unrecognized compensation cost related to non-vested stock options granted under theStock Incentive Plans. Total unrecognized compensation cost will be adjusted for future changes in the estimated forfeiture rate. The Company expects torecognize that cost over a remaining weighted-average period of 3.17 years. 10. Warrants Prior to the completion of the IPO, the Company had outstanding warrants to purchase 250,727 shares of various classes of redeemable convertiblepreferred stock. The warrants were recorded as a liability and changes in the fair value of the warrants were recorded as a component of other income(expense), net. In connection with the closing of the Company’s IPO, all of the Company’s outstanding warrants to purchase convertible preferred stockautomatically converted into 68,700 shares of common stock, resulting in the net settlement of the liability to 91 purchase redeemable securities to common stock (par value) and additional paid-in capital as of August 12, 2014 (Note 8). 11. Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share applicable to common stockholders (in thousands, except shareand per share data): Year EndedDecember 31,2014 2013 2012Numerator:Net loss$(31,390)$(20,610)$(14,455)Accretion of redeemable convertiblepreferred stock to redemption value(4,570)(6,908)(4,412)Net loss applicable to commonstockholders$(35,960)$(27,518)$(18,867)Denominator:Weighted-average number of commonshares outstanding — basic and diluted8,674,9311,395,5621,361,616Net loss per share applicable to commonstockholders — basic and diluted$(4.15)$(19.72)$(13.86) The following shares were excluded from the calculation of diluted net loss per share applicable to common stockholders, prior to the application ofthe treasury stock method, because their effect would have been anti-dilutive for the periods presented: Year EndedDecember 31,20142013 2012Redeemable convertible preferred stock—12,516,2988,439,267Options to purchase common shares2,911,1462,265,9731,399,064Warrants to purchase redeemable convertiblepreferred stock—147,484147,484Total2,911,14614,929,7559,985,815 92 12. Income Taxes The reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate is as follows: Year EndedDecember 31, 2014 2013 2012 Tax at statutory rates35.0%35.0%34.0%State income taxes5.15.25.3Change in tax rate0.00.0(0.2)Permanent differences(0.8)(0.7)(0.5)Research and development credits1.92.31.6Change in valuation allowance(41.2)(41.8)(40.2)Effective tax rate0.0%0.0%0.0% The significant components of the Company’s deferred tax asset consist of the following at December 31, 2014 and 2013 (in thousands): December 31,20142013Deferred tax assets:Net operating loss carryforwards$33,690$22,280Tax credits2,7952,189Other temporary differences1,159180Start-up expenditures4,9485,318Stock option expenses588179Total deferred tax assets43,18030,146Deferred tax asset valuation allowance(42,867)(30,146)Net deferred tax assets313— Deferred tax liabilities:Prepaid expenses(313)—Net deferred taxes$—$— In 2014, 2013 and 2012, the Company did not record a benefit for income taxes related to its operating losses incurred. In assessing the ability torealize the net deferred tax assets, management considers whether it is more likely than not that some portion or all of the net deferred tax assets will not berealized. Based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time,management believes it is more likely than not that the Company will not realize the benefits of these deductible differences. The Company has provided afull valuation allowance against its net deferred tax assets as of December 31, 2014 and 2013. The increase in the valuation allowance was $12.7 million,$9.1 million and $6.1 million for the years ended December 31, 2014, 2013 and 2012, respectively, and principally related to each year’s taxable loss. As of December 31, 2014, the Company had federal and state net operating losses of $84.8 million and $76.7 million, respectively, which areavailable to offset future taxable income, if any, through 2034. The Company also had federal and state research and development tax credits of $2.2 millionand $872,000, respectively, which expire at various dates through 2034. Under the provisions of the Internal Revenue Code, the net operating loss and taxcredit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax creditcarryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholdersover a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar stateprovisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of theannual limitation is determined based on the value of the Company immediately 93 prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed severalfinancings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or couldresult in a change in control in the future. The Company has not conducted an assessment to determine whether there may have been a Section 382 or 383ownership change. The Company has no unrecognized tax benefits. Interest and penalty charges, if any, related to uncertain tax positions would be classified as incometax expenses in the accompanying consolidated statements of operations. At December 31, 2014 and 2013, the Company had no accrued interest or penaltiesrelated to uncertain tax positions. The Company files income tax returns in the U.S. federal tax jurisdiction and various state jurisdictions. Since the Company is in a loss carryforwardposition, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a losscarryforward is available. The Company does not have any international operations as of December 31, 2014. There are currently no federal or state audits inprocess. 13. Commitments and Contingencies In August 2010, the Company entered into a five-year, non-cancelable operating lease for office and laboratory space. The Company has the optionto extend the lease for one additional term of two years. The lease commenced on January 1, 2011, with the Company providing a security deposit of$400,000. In accordance with the operating lease agreement, the Company reduced its security deposit by $80,000 to $320,000 on January 14, 2013. In May, 2013, the Company entered into a six month operating lease for laboratory space with an option to extend the lease an additional sixmonths. In September 2013, the Company exercised the extension. In June 2014, the Company further extended the lease on a month-to-month basis,cancelable with not less than 60 days notice. In May, 2013, the Company entered into a two-year operating lease for additional office, laboratory and manufacturing space. The lease includestwo one-year extension options. The first one-year extension option was exercised in 2014. In July, 2014, the Company entered into a lease amendment to expand facilities at the Company’s headquarters in Lexington, MA. The term of thelease amendment ends concurrently with the original lease entered into in August 2010 and will increase the monthly base rent by approximately $39,000per month through December 2015. The Company retains the option to extend the lease for one additional term of two years. In November, 2014 the Company entered into an agreement to rent additional office space in Lexington, MA. The term of the agreement is twoyears, commencing December 2014. In connection with this agreement, the Company paid a security deposit totaling $50,000, which is recorded as acomponent of other assets in the consolidated balance sheets. In November, 2014, the Company entered into a lease for additional laboratory space in Lexington, MA. The Company is expected to occupy thespace on April 1, 2015, once the build-out of the space is complete, and the lease term extends for six years. The rent expense, inclusive of the escalating rentpayments, is recognized on a straight-line basis over the lease term. As an incentive to enter into the lease, the landlord will pay for approximately $1.4million of the space build-out costs. In connection with this lease agreement, the Company paid a security deposit of $281,000, which is recorded as acomponent of other assets in the consolidated balance sheets. Future minimum non-cancelable lease payments under the Company’s operating leases are as follows (in thousands): Year ending December 31, 2015$1,7132016686201739320184042019414Thereafter532$4,142 94 Rent expense for the years ended December 31, 2014, 2013, and 2012 was $950,000, $628,000, and $558,000, respectively. In 2006, the Company entered into a license agreement with a third party, pursuant to which the third party granted the Company an exclusive,worldwide, sub-licenseable license under certain patent rights to make, use, import and commercialize products and processes for diagnostic, industrial andresearch and development purposes. The Company agreed to pay an annual license fee ranging from $5,000 to $25,000 for the royalty-bearing license tocertain patents. For the years ended December 31, 2014 and 2013, the Company incurred $345,000 and $46,000, respectively, for regulatory milestones,license fees and reimbursed patent costs under the agreement. The Company also issued a total of 84,678 shares of common stock pursuant to the agreementin 2006 and 2007, which were recorded at fair value at the date of issuance. Regulatory milestones totaling $300,000 became due during the year endedDecember 31, 2014, as the Company received FDA marketing authorization and European CE Mark for T2Dx and T2Candida. The Company will berequired to pay royalties on net sales of products and processes that are covered by patent rights licensed under the agreement at a percentage ranging in thelow single digits, subject to reductions and offsets in certain circumstances, as well as a royalty on net sales of products that the Company sublicenses at alow double-digit percentage of specified gross revenue. 14. 401(k) Savings Plan In March, 2008, the Company established a retirement savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The401(k) Plan covers substantially all employees of the Company who meet minimum age and service requirements, and allows participants to defer a portionof their annual compensation on a pretax basis. Company contributions to the 401(k) Plan may be made at the discretion of the board of directors. Nocontributions were made in the years ended December 31, 2014 and 2013. 15. Quarterly Financial Data (unaudited) Year Ended December 31, 2014(In thousands, except per share data)First Quarter Second Quarter Third Quarter Fourth QuarterTotal revenue$—$—$—$119Loss from operations$(6,907)$(7,149)$(7,787)$(8,838)Net loss$(6,920)$(7,303)$(8,091)$(9,076)Net loss applicable to common shareholders$(8,826)$(9,209)$(8,849)$(9,076)Per share data:Net loss per common share—basic and diluted$(6.25)$(6.35)$(0.71)$(0.45) Year Ended December 31, 2013(In thousands, except per share data)First Quarter Second Quarter Third Quarter Fourth QuarterTotal revenue$—$120$91$55Loss from operations$(4,600)$(4,910)$(4,542)$(5,639)Net loss$(4,580)$(5,014)$(4,642)$(6,374)Net loss applicable to common shareholders$(5,756)$(6,925)$(6,553)$(8,284)Per share data:Net loss per common share—basic and diluted$(4.17)$(4.95)$(4.69)$(5.89) 16. Subsequent Events On February 3, 2015, the Company entered into a Co-Development Partnership Agreement (“the Agreement”) with Canon U.S. Life Sciences, Inc.(“Canon US Life Sciences”) to develop a diagnostic test panel to 95 rapidly detect Lyme disease. Under the terms of the Agreement, the Company received an upfront payment of $2.0 million from Canon US Life Sciences andwill receive an additional $6.5 million of consideration upon achieving certain development and regulatory milestones for total aggregate payments of up to$8.5 million. The Company will retain exclusive worldwide commercialization rights of any products developed under the Agreement, including sales,marketing and distribution and Canon US Life Sciences will receive royalty payments on the sales of all products developed under the Agreement. Either party may terminate the Agreement upon the occurrence of a material breach by the other party (subject to cure period). Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports we fileunder the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated tomanagement, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Thedesign of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that anydesign will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes inconditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system,misstatements due to error or fraud may occur and not be detected. As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participationof our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, asdefined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our management, with the participation of our Chief ExecutiveOfficer and Chief Financial Officer, concluded that, as of December 31, 2014, our disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting During the quarter ended December 31, 2014, the Company implemented a new ERP system, which is the system used for financial reporting. Therehas been no other change in our internal control over financial reporting that occurred in the quarter ended December 31, 2014 that materially affected, or isreasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION None. 96 PART III. Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item is incorporated in this Annual Report by reference from the information under the captions “Board of DirectorsInformation,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” contained in the Proxy Statement to be filed inconnection with our 2015 Annual Meeting of Stockholders, or the Proxy Statement. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics for our directors, officers and employees, which is available on our website atwww.t2biosystems.com in the Investor Relations section under “Corporate Governance.” If we make any substantive amendments to the code of businessconduct and ethics or grant any waiver from a provision of the code of business conduct and ethics to any executive officer or director, we will promptlydisclose the nature of the amendment or waiver on our website. The information on, or that can be accessed from, our website is not incorporated by referenceinto this Annual Report. Item 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated in this Annual Report by reference from the information under the captions “ExecutiveCompensation,” “Compensation Committee Interlocks and Insider Participation” and “Report of the Compensation Committee” contained in the ProxyStatement. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS The information required by this Item is incorporated in this Annual Report by reference from the information under the captions “Security Ownershipof Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” contained in the Proxy Statement. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated in this Annual Report by reference from the information under the captions “CertainRelationships and Related Transactions,” and “Board of Directors Information” contained in the Proxy Statement. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated in this Annual Report by reference from the information under the captions “Principal AccountantFees and Services” and “Report of the Audit Committee” contained in the Proxy Statement. 97 Item 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (a) Documents filed as part of this Annual Report. 1. The following financial statements of T2 Biosystems, Inc. and Report of Independent Registered Public Accounting Firm, are included in thisreport: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2014 and 2013 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2014, 2013 and 2012 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31,2014, 2013 and 2012 Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 Notes to Consolidated Financial Statements 2. List of financial statement schedules. All schedules are omitted because they are not applicable or the required information is shown in thefinancial statements or notes thereto. 3. List of Exhibits required by Item 601 of Regulation S-K. See Item 15(b) below. (b) Exhibits. The exhibits listed in the accompanying “Exhibit Index” are filed, furnished or incorporated by reference as part of this Annual Report, asindicated. 98 SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Reportto be signed on its behalf by the undersigned, thereunto duly authorized, on March 4, 2015 . T2 BIOSYSTEMS, INC. By:/s/ JOHN MCDONOUGHName:John McDonoughTitle:President, Chief Executive Officer and Director(principal executive officer) March 4, 2015 By:/s/ MARC R. JONESName:Marc R. JonesTitle:Chief Financial Officer(principal financial officer and principal accounting officer) March 4, 2015 99 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John McDonough and MarcR. Jones, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments tothis Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and ExchangeCommission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtuehereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following personson behalf of the registrant in the capacities and on the dates indicated. SignatureTitleDate / S / JOHN MCDONOUGHChief Executive Officer and Director (principal executive officer)March 4, 2015John McDonough / S / MARC R. JONESChief Financial Officer (principal financial officer and principalaccounting officer)March 4, 2015Marc R. Jones / S / STANLEY N. LAPIDUSDirectorMarch 4, 2015Stanley N. Lapidus / S / JOSHUA BILENKER, M.D.DirectorMarch 4, 2015Joshua Bilenker, M.D. / S / THOMAS J. CARELLADirectorMarch 2, 2015Thomas J. Carella / S / MICHAEL J. CIMA, PH.D.DirectorMarch 2, 2015Michael J. Cima, Ph.D. / S / ALAN L. CRANEDirectorMarch 4, 2015Alan L. Crane / S / JOHN W. CUMMINGDirectorMarch 4, 2015John W. Cumming / S / DAVID B. ELSBREEDirectorMarch 4, 2015David B. Elsbree / S / HARRY W. WILCOXDirectorMarch 4, 2015Harry W. Wilcox 100 INDEX TO EXHIBITS Exhibit NumberDescription of Exhibit 3.1*Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Company’sForm 8-K filed on August 12, 2014) 3.2*Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed onAugust 12, 2014) 4.1*Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s RegistrationStatement on Form S-1/A (File No. 333-197193 filed on July 28, 2014) 10.1#*Amended and Restated 2006 Employee, Director and Consultant Stock Plan, as amended, and form of option agreementsthereunder (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-197193 filed on July 2, 2014) 10.2#*2014 Incentive Award Plan and form of option agreements thereunder (incorporated by reference to Exhibit 10.2 to theCompany’s Registration Statement on Form S-1/A (File No. 333-197193 filed on July 28, 2014) 10.3#*Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.3 to the Company’s RegistrationStatement on Form S-1/A (File No. 333-197193 filed on July 28, 2014) 10.4#*Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.4 to the Company’sRegistration Statement on Form S-1/A (File No. 333-197193 filed on July 28, 2014) 10.5#*Employment Letter Agreement, dated as of March 14, 2008, by and between the Company and John McDonough, as amended(incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A (File No. 333-197193 filedon July 28, 2014) 10.6#*Employment Letter Agreement, dated as of July 22, 2014, by and between the Company and Marc Jones (incorporated byreference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-197193 filed on July 28, 2014) 10.7#*Employment Letter Agreement, dated as of July 22, 2014, by and between the Company and Sarah Kalil (incorporated byreference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A (File No. 333-197193 filed on July 28, 2014) 10.8#*Employment Letter Agreement, dated as of July 22, 2014, by and between the Company and Michael Pfaller (incorporated byreference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A (File No. 333-197193 filed on July 28, 2014) 10.9#*Employment Letter Agreement, dated as of July 22, 2014, by and between the Company and Tom Lowery, Jr. (incorporated byreference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A (File No. 333-197193 filed on July 28, 2014) 10.10#*Consulting Agreement, dated as of July 20, 2006, by and between the Company and Michael Cima, as amended on March 19,2013 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-197193filed on July 2, 2014) 10.11#*Consulting Agreement, dated as of July 20, 2006 by and between the Company and Robert S. Langer, as amended on March 20,2013 and July 24, 2014 (incorporated by reference to Exhibit 10.11 to the 101 Company’s Registration Statement on Form S-1/A (File No. 333-197193 filed on July 28, 2014) 10.12*†Sales Agreement, dated as of February 11, 2011, by and between GE Healthcare Bio-Sciences Corp. and the Company(incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-197193 filed onJuly 2, 2014) 10.13*†Exclusive License Agreement, dated as of November 7, 2006, as amended on December 2, 2008 and February 21, 2011, by andbetween The General Hospital Corporation d/b/a Massachusetts General Hospital and the Company (incorporated by referenceto Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-197193 filed on July 2, 2014) 10.14*Security Agreement, dated as of May 9, 2011, by and between the Company and Massachusetts Development Finance Agency(incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-197193 filed onJuly 2, 2014) 10.15*Loan and Security Agreement, dated as of August 30, 2007, as amended by the First Loan Modification Agreement on June 26,2009 and the Second Loan Modification Agreement on June 25, 2013, by and between the Company and Silicon Valley Bank(incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No. 333-197193 filed onJuly 2, 2014) 10.16*Commercial Lease, dated as of May 6, 2013, as amended on September 24, 2013, by and between the Company and ColumbusDay Realty, Inc. (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (FileNo. 333-197193 filed on July 2, 2014) 10.17*Lease, dated as of August 6, 2010, by and between the Company and King 101 Hartwell LLC, as amended by the FirstAmendment to Lease on November 30, 2011 and the Second Amendment to Lease on July 11, 2014 (incorporated by referenceto Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A (File No. 333-197193 filed on July 16, 2014) 10.18*Promissory Note, dated May 9, 2011, issued by the Company to Massachusetts Development Finance Agency (incorporated byreference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No. 333-197193 filed on July 2, 2014) 10.19*Loan and Security Agreement, dated as of July 11, 2014, by and among the Company, Solar Capital Ltd., as collateral agent, andthe lenders listed on Schedule 1.1 thereof (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statementon Form S-1/A (File No. 333-197193 filed on July 16, 2014) 10.20#*2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement onForm S-1/A (File No. 333-197193 filed on July 28, 2014) 10.21*†Supply Agreement by and between the Company and SMC Ltd., effective as of October 10, 2014 ((incorporated by reference toExhibit 10.1 of the Company’s Form 8-K/A filed on January 21, 2015) 10.22†Co-Development Partnership Agreement by and between the Company and Canon U.S. Life Sciences, Inc., dated as ofFebruary 3, 2015 23.1Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm 24.1Power of Attorney (included on the signature page hereto). 31.1Certification of principal executive officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, asamended. 31.2Certification of principal financial officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities 102 Exchange Act of 1934, as amended. 32.1Certification of the principal executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended,and 18 U.S.C. section 1350. 32.2Certification of the principal financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended,and 18 U.S.C. section 1350. 101Interactive Data Files regarding (a) our Consolidated Balance Sheets as of December 31, 2014 and 2013 (b) our ConsolidatedStatements of Operations and Comprehensive Loss for the Years Ended December 31, 2014, 2013 and 2012, (c) ourConsolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years EndedDecember 31, 2014, 2013 and 2012, (d) our Consolidated Statements of Cash Flows for the Years Ended December 31, 2014,2013 and 2012 and (e) the Notes to such Consolidated Financial Statements. *Previously filed. #Indicates management contract or compensatory plan. †Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment pursuant to Rule 406 under theSecurities Act of 1933. ** As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act andSection 18 of the Securities Exchange Act. 103 Exhibit 10.22 Confidential CO-DEVELOPMENT PARTNERSHIP AGREEMENT This CO-DEVELOPMENT PARTNERSHIP AGREEMENT (“Agreement”) is entered into on February 3, 2015 (the “Effective Date”) by andbetween T2 BIOSYSTEMS INC., a Delaware corporation (“T2 Bio”), having its principal offices at 101 Hartwell Avenue, Lexington, Massachusetts 02421,and CANON U.S. LIFE SCIENCES, INC., a Delaware corporation (“Canon US Life Sciences”), having its principal offices at 9800 Medical Center Drive,Rockville, MD 20850, and any other Affiliates of Canon US Life Sciences that the Parties agree in writing to add to this Agreement (together with Canon USLife Sciences, “Canon”). T2 Bio and Canon are each a “Party” and together the “Parties” to this Agreement. RECITALS WHEREAS, T2 Bio agrees to develop, in collaboration with Canon, a diagnostic test panel of Borrelia burgdorferi, Borrelia azelii and Borreliagarinii from human whole blood, as further described below in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: AGREEMENT 1. DEFINITIONS 1.1 “Affiliate” means with respect to either Party, any person or entity controlling, controlled by, or under common control with such Party,where “control” means (a) the possession, directly or indirectly, of the power to direct the management or policies of a person or entity, whether through theownership of voting securities, by contract, or otherwise, or (b) the ownership, directly or indirectly, of at least 25% of the voting securities or otherownership interest of a person or entity. Notwithstanding the foregoing, with respect to Canon, Affiliates shall mean only Canon U.S.A., Inc. and Canon USLife Sciences and entities controlled by Canon U.S.A., Inc. and Canon US Life Sciences. 1.2 “Background IP” of a Party means any and all technology and Intellectual Property Rights that are owned, whether solely or jointly withothers, or controlled by or licensed to such Party prior to the Effective Date, or that are developed or acquired by such Party after the Effective Dateindependent of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. 1.3 “Developed Product” means the diagnostic test panel of Borrelia burgdorferi, Borrelia azelii and Borrelia garinii from human whole blooddeveloped pursuant to the Project Plan and approved by the U.S. Food & Drug Administration (“FDA”) in connection with the milestone described inSection 3.2(c) below. 1.4 “Improvements” means any improvements, enhancements, modifications or derivative works, whether or not patentable. 1.5 “Intellectual Property Rights” means (a) any rights with respect to inventions, discoveries, or improvements, including patents, patentapplications, and certificates of invention; trade secrets, know-how, or similar rights, (b) the protection of works of authorship or expression, includingcopyrights and future copyright as it arises under this Agreement, and (c) similar rights under any laws or international conventions throughout the world,including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages. 1.6 “Jointly Developed IP” means the Inventions (as defined below) jointly conceived, developed, reduced to practice or otherwise createdjointly by the personnel of both Parties pursuant to the Project Plan (i.e., Inventions are Jointly Developed IP if at least one inventor from each Party is, or isrequired under U.S. patent law to be, identified on an applicable patent application), but in each case excluding T2 Bio Improvements. 1.7 “Net Sales” means the amounts collected by T2 Bio for the sale of the Developed Product to Third Parties and Affiliates. Net Sales shallinclude any sale of Developed Products for development purposes (including for clinical studies) or as samples (including product transferred in connectionwith patient assistance programs or other charitable purposes, to the extent T2 Bio collects therefor). Subject to the following sentence, Net Sales withrespect to a Developed Product excludes the following items: (a) trade, quantity and cash discounts and any other adjustments with respect to invoicedamounts, including on account of price adjustments, billing errors, damaged or defective goods, recalls, returns, chargebacks, rebates, fees or similarpayments to wholesalers or other distributors, as well as retroactive price adjustments, (b) packing, freight, transportation and insurance charges, in each caseas separately charged and enumerated on an invoice to customers, (c) import, export, sales, use, value-added and other taxes, and customs or excise duties orother duties relating to sales and (d) licenses to Intellectual Property Rights owned by Third Parties necessary to make, use, or sell the Developed Product [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. (excluding any General Licenses, as defined below). Notwithstanding anything to the contrary in this Agreement, all calculations of Net Sales shall be basedon, or valued as if based on, transactions in the ordinary course of business and not on any discounts or concessions or Developed Product give-awaysdesigned to shift revenues from Net Sales for Developed Products to other products or services. For purposes of clause (d) above, “General Licenses” shallmean licenses necessary for T2 Bio’s use of the T2 Bio Technology Platform in general, as distinguished from specific licenses obtained for DevelopedProducts). T2 Bio may deduct from Net Sales in any calendar quarter under Section 3.3 amounts that fall into the categories above. For avoidance of doubt,no deductions from Net Sales shall be made for cost of sales or selling, general and administrative expenses. Furthermore no deductions from Net Sales shallbe made for commission payments to T2 Bio employees or independent sales agent commissions or the like or for cost of collections. Developed Productsshall be considered “sold” when amounts are collected. Furthermore, sales by T2 Bio to an Affiliate for resale by an Affiliate shall be treated as Net Sales byT2 Bio based on the price paid to the Affiliate by end users. Except as otherwise agreed by the Parties, sales of Developed Products by a licensee of T2 Bioshall be deemed to be sales by T2 Bio covered by this definition of Net Sales, provided, however, that in no event shall the Royalty paid by T2 Bio to Canonon such sales exceed an amount greater than fifty percent (50%) of the amount collected by T2 Bio with respect to such sales. If the Developed Product is sold as a component of another product such as a combination of tests on a single cartridge, in each case for a single sale price(each, a “Combination Product”), then Net Sales with respect to such Combination Product shall be (i) with respect to a Combination Product comprised oftests for target species for which the average selling price of each such component test on a stand-alone basis is known, the amount collected by T2 Bio forthe sale of such Combination Product that represents the portion of the Combination Product purchase price attributable to the Developed Product or (ii) withrespect to a Combination Product comprised of tests for target species for which the average selling price of each such component test on a stand-alone basisis not known, the product of (A) the amount collected by T2 Bio for the sale of such Combination Product multiplied by (B) a ratio having a numerator equalto the total number of target species included from the Developed Product (which shall initially be up to three (3) species) and a denominator equal to thetotal number of target species tests included in the Combination Product. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. 1.8 “Project” means the development of the Developed Product to be performed in accordance with the Project Plan. 1.9 “T2 Bio Technology Platform” has the meaning specified in Section 4.1(b)(II). 1.10 “T2MR Technology” means magnetic resonance-based diagnostic technology or any element thereof that enables the measurement of howwater molecules react in the presence of magnetic fields and is capable of detecting a variety of targets. 1.11 “Third Party” means any entity other than T2 Bio or Canon or an Affiliate of T2 Bio or Canon. 2. PROJECT PLAN AND JRDC 2.1 Project Plan. Attached hereto and incorporated by reference into this Agreement is the written project plan (the “Project Plan”) developedby the Parties which, among other items, sets forth in reasonable detail: (i) the tasks to be performed under the Project, (ii) the estimated Project schedule, and(iii) each Party’s obligations with respect to the Project. Any changes to the Project Plan must be agreed by the Parties in a writing executed by both Partiesbefore such changes shall become part of the Project Plan. The Parties acknowledge that refinements to the Project Plan are likely to be necessary as theProject develops, but that the initial Project Plan represents their good faith plan as to the elements referred to in clauses (i) to (iii) above, forming the basisfor proceeding with the Project. Any changes to the Project Plan (which the Parties agree to negotiate in good faith) shall be incorporated by reference intothis Agreement and shall become effective when executed by T2 Bio and Canon. 2.2 Joint Research & Development Committee. (a) Joint Research & Development Committee. The Parties shall form a Joint Research & Development Committee (the “JRDC”) tooversee and manage all activities under the Project Plan, excluding legal and intellectual property matters, review of the Project Plan, approval of the ProjectPlan, receipt and review of Project Plan updates. The JRDC shall be composed of three (3) representatives from each of T2 Bio and Canon (unless otherwiseagreed by the Parties), including each Party’s Project Lead. The initial representatives of each Party on the JRDC will be specified in the Project Plan. EitherParty may, upon written notice to the other Party, change its representatives to the JRDC. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. (b) Meetings of the JRDC. The JRDC shall hold meetings at such times and places as mutually determined by the Parties but in noevent shall such meetings be held less frequently than once every calendar quarter. The meetings may be by telephone, video conference or other mutuallyaccepted means, provided that two (2) of such meetings shall be held in person during each calendar year. The meetings will focus on: (i) the progress madeduring the period since the previous JRDC meeting, (ii) the work plan for the following calendar quarter, (iii) newly set objectives and performance goals, and(iv) issues requiring resolution and resolutions of previously reported issues. At the beginning of each meeting one Party will be designated to record theminutes of the meeting and shall distribute the notes to the other Party after the meeting. The Parties will use reasonable efforts to agree on the content ofsuch minutes, provided that such minutes shall not be contractually or otherwise binding on the Parties. Each Party is responsible for its own costs inconnection with preparing for and attending the meetings. (c) Limitations. The role of the JRDC is advisory. The Joint Development Committee shall have no power to amend, modify or grantany waivers under this Agreement. Any amendment or modification of this Agreement or waiver granted hereunder must be made in accordance withSection 13.13 of this Agreement. 2.3 Project Leads. The JRDC shall appoint a principal point of contact for each Party to act as such Party’s project lead (each, a “ProjectLead”) and coordinate and act as a liaison with the other Party with respect to this Agreement. The Project Leads’ responsibilities shall generally includeoverseeing and supervising its Party’s fulfillment of its obligations under the Project Plan, understanding the obligations of the other Party under the ProjectPlan, and discussing the progress of the Project Plan and barriers to success, key issues and issues-resolution options with the other Party’s Project Lead andthe JRDC. 2.4 Exclusivity. During the term of this Agreement, the parties will work only with each other for the Developed Product (it being understoodthat for purposes of this Section 2.4, “means a” shall be substituted for “means the” and the phrases “developed pursuant to the Project Plan” and “inconnection with the milestone described in Section 3.2(c) below” shall be deleted in the definition of Developed Product. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. 3. COMPENSATION 3.1 Initial Payment. Canon shall pay T2 Bio an up-front fee in the amount of $2,000,000 on the Effective Date. 3.2 Milestone Payments. Canon shall make the following payments to T2 Bio, in each case within thirty (30) days after T2 Bio’s writtennotification to Canon containing substantiation of the achievement of the applicable milestone listed below: (a) $1,500,000 upon [*****]: · [*****] (b) $2,000,000 upon [*****]; and (c) $3,000,000 upon [*****]. 3.3 Royalty on Net Sales. T2 Bio shall pay Canon royalties on Net Sales according to the following structure: (a) [*****]% of Net Sales, up to [*****]; (b) thereafter, [*****]% of Net Sales, up to [*****]; and (c) thereafter, [*****]% of Net Sales (collectively, “Royalties”). Within sixty (60) days after the last day of each calendar quarter, T2 Bio shall pay to Canon Royalties on sales of Developed Products that tookplace during such calendar quarter. 3.4 Payment. All payments are non-refundable and shall be made in U.S. Dollars, which payment shall be made by wire transfer of immediatelyavailable funds to a bank account designated in writing by the receiving Party or in such other manner as may be agreed by the Parties. 3.5 Taxes. The fees listed in this Agreement do not include taxes. T2 Bio shall be responsible for and pay, all sales, use, excise, personalproperty, value-added, or other foreign, international, federal, state or local taxes, duties, or any similar assessments based on the amounts paid by Canonunder this Agreement. Canon shall be responsible for paying taxes with respect to royalties Canon receives. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. 3.6 Royalty Statement. On or before each due date for royalties, T2 Bio shall provide Canon with a statement (“Royalty Statement”) showingin reasonable detail: (a) the total number of Developed Products sold or otherwise transferred by T2 Bio in the relevant quarterly period, excluding anyDeveloped Product that is given away by T2 Bio as part of sales and marketing initiatives or clinical studies which Developed Product given away shall bereported separately in the Royalty Statement; (b) the total Net Sales in the relevant quarterly period including the number of Net Sales as part of a Combination Product and therelated information necessary to determine the portion of the Combination Product attributable to the Developed Product in accordance with Section 1.7; (c) the method used to calculate Royalties, including an identification of all deductions taken to calculate Royalties; (d) information as to sales and transfer to or through Affiliates of T2 Bio; and (e) such other particulars as are reasonably necessary for an accurate accounting of the Royalty payments made pursuant to thisAgreement. 3.7 Audit. Canon may, at its own expense, at any time within one (1) year after receiving a Royalty Statement from T2 Bio, appoint anindependent certified public accounting firm (the “Auditor”) which, upon ten (10) business days prior written notice to T2 Bio, shall be given access duringT2 Bio’s normal business hours solely to those T2 Bio records necessary to verify the Royalty payments made under this Agreement. If Canon wishes toclaim Royalties paid were deficient, Canon shall provide T2 Bio with a copy of the Auditor’s final report (subject to T2 Bio agreeing to the auditor’s form ofrelease letter); provided, however, that Canon and/or the Auditor shall not conduct more than one such audit in any twelve (12) calendar month period. If thereport shows that Royalty payments previously made by T2 Bio are deficient, T2 Bio shall pay Canon the deficient amount plus interest on the deficientamount (based on the interest rate applicable to court judgments under applicable law) within ten (10) business days of T2 Bio’s receipt of the undisputedAuditor’s report. If any Royalty payments made by T2 Bio are found to be deficient by more than five percent (5%), T2 Bio shall reimburse Canon forreasonable costs of the audit. If the Auditor’s report shows that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. Royalty payments previously made by T2 Bio are greater than what was required under Section 3.6, Canon shall pay the portion of such overpayment, if any,which exceeds one half (1/2) the costs of the audit to T2 Bio within ten (10) business days of completion of the audit. 3.8 Costs and Expenses. Except as otherwise provided in the Project Plan or otherwise in this Agreement, neither Party shall be entitled to anypayment, cost reimbursement, or other compensation from the other Party, and each Party will be responsible for its own costs and expenses incurred inrendering performance of its obligations under this Agreement. 4. INTELLECTUAL PROPERTY RIGHTS AND LICENSES 4.1 Ownership of Intellectual Property. (a) Background IP. As between the Parties, each Party shall own and retain all right, title and interest in and to its Background IP. (b) T2 Bio IP. (I) T2 Bio shall own all right, title and interest in and to all works of authorship, inventions, methods, processes, materials,and other intellectual property (collectively, “Inventions”), and all Intellectual Property Rights therein, conceived, developed, reduced to practice orotherwise created solely by T2 Bio personnel pursuant to a Project Plan or otherwise in connection with this Agreement. (II) Without limiting the foregoing, T2 Bio shall own all right, title and interest in and to all (x) Improvements to T2 Bio’stechnology, instruments, algorithms, and reagents (the “T2 Bio Technology Platform”), and (y) all Inventions that are or directly relate to T2MRTechnology, in each case including all Intellectual Property Rights therein, conceived, developed, reduced to practice or otherwise created pursuant to aProject Plan or otherwise in connection with this Agreement, regardless of the inventing or creating Party (collectively, the “T2 Bio Improvements”). Canonhereby assigns to T2 Bio all of Canon’s right, title and interest in and to the T2 Bio Improvements. [*****] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. For the avoidance of doubt, indirect ownership of an Affiliate for the purposes of Section 1.1 and this Section 4.1(b)(II) requires that the fractional ownershipin the chain of companies be taken into consideration when calculating the ownership interest of the applicable Canon entity in any such indirect subsidiaryand such indirect ownership percentage shall be determined with respect to any indirect subsidiary by calculating the product of (A) the ownershippercentage of the applicable Canon entity in such indirect subsidiary’s parent, multiplied by (B) the ownership percentage of the applicable parent entity insuch indirect subsidiary. In the event more companies are in the chain, additional multiplication would be required, as illustrated in the last example below,involving “Company A2”. For example, if a 100% wholly-owned subsidiary (“Company E”) of Canon Inc. owns 100% of the shares of another company(“Company E1”), Canon Inc. shall be deemed to own 100% of Company E1 and Company E1 shall be an Affiliate of Canon, Inc. Additionally, if CompanyE1 owns 25% of the shares in another company (“Company E2”), Canon Inc. would be deemed to own 25% of Company E2 and Company E2 would be anAffiliate for purposes of this Section 4.1(b)(II). However, if Company E1 owns only 15% of Company E2, Canon Inc.’s ownership interest in Company E2would be deemed to be equal to (A) 1.00 multiplied by (B) 0.15, or 15%, and Company E2 would not be deemed to be an Affiliate of Canon Inc. Furthermore, if Canon Inc. owns 60% of the shares of a direct subsidiary (“Company A”) and Company A owns 30% of the shares of another company(“Company A1”), Canon Inc.’s deemed ownership of Company A1 would be equal to (A) 0.60 multiplied by (B) 0.30, or 18%, and Company A1 would not bedeemed to be an Affiliate. If, instead, Canon Inc. owns 90% of the shares of Company A, Company A owns 50% of Company A1 and Company A1 owns 60%of another company (“Company A2”), Canon Inc.’s deemed ownership of Company A1 would be equal to (A) 0.90 multiplied by (B) 0.50, or 45%, andCompany A1 would be deemed to be an Affiliate and Canon Inc.’s deemed [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. ownership of Company A2 would be equal to (A) 0.90 multiplied by (B) 0.50 multiplied by (C) 0.60, or 27%, and Company A2 would also be deemed to bean Affiliate. (c) Canon IP. Subject to Section 4.1(b)(II), Canon shall own all right, title and interest in and to all Inventions, that are conceived,developed, reduced to practice or otherwise created solely by Canon personnel pursuant to a Project Plan or otherwise in connection with this Agreement(collectively, “Canon IP”) and Canon hereby grants to T2 Bio a non-exclusive, perpetual, fully-paid, royalty-free, worldwide license to such Canon IPembodied in the Developed Product for the purposes of making, using, selling, exporting and otherwise commercializing the Developed Product. (d) Jointly Developed IP. Each Party shall have a joint and undivided right, title and ownership interest in and to the JointlyDeveloped IP and the Intellectual Property Rights therein, and subject to Section 5 below and unless otherwise agreed by the Parties in writing, neither Partyshall have any duty to account to the other or obtain the consent of the other in connection with the sale, license or other exploitation thereof. 4.2 Assistance. Each Party (each, an “Assisting Party”) agrees to execute all papers, including patent applications, invention assignments andcopyright assignments, and otherwise agrees to assist the other Party (the “Owning Party”) as reasonably required at the Owning Party’s reasonable expenseto perfect in the Owning Party the right, title and other interest in the Inventions expressly granted to the Owning Party under this Agreement. If the OwningParty is unable for any reason, after reasonable effort, to secure the Assisting Party’s signature on any document needed in connection with the actionsspecified above, the Assisting Party hereby irrevocably designates and appoints the Owning Party as the Assisting Party’s agent and attorney-in-fact, whichappointment is coupled with an interest, to act for and, on the Assisting Party’s behalf, to execute, verify and file any such documents and to do all otherlawfully permitted acts to further the purposes of Section 4.3 with the same legal force and effect as if executed by the Assisting Party. 4.3 No Implied Rights; Certain Restrictions. Except for the licenses that are expressly granted by this Agreement, nothing in this Agreementor any course of dealing between the Parties will be deemed to create a license from either Party to the other of any intellectual property right, whether byestoppel, implication, or otherwise. Neither Party shall cause or permit the reverse engineering, disassembly, or decompilation of the other Party’stechnology, nor [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. undertake any analysis of the design or construction of such technology (including instruments, devices, algorithms and reagents); provided the foregoingshall not apply to the extent such a restriction is expressly prohibited by applicable law. 4.4 IP Committee. (a) IP Committee. The Parties shall form an IP Committee (the “IPC”) to oversee and manage (i) the initial evaluation of IntellectualProperty Rights with respect to activities under the Project Plan and (ii) the prosecution and enforcement matters and activities the Parties jointly conductunder Section 5 below. The IPC shall be composed of two (2) representative(s) from each of T2 Bio and Canon (unless otherwise agreed by the Parties). Theinitial representatives of each Party on the IPC will be specified in the Project Plan. Either Party may, upon written notice to the other Party, change itsrepresentative(s) to the IPC. Upon initiation of a clinical trial with respect to the Developed Product the IPC shall be disbanded and the parties shall eachappoint a representative to coordinate and manage Jointly Developed IP. (b) Meetings of the IPC. The IPC shall hold meetings at such times and places as mutually determined by the Parties but in no eventshall such meetings be held less frequently than within thirty (30) days following the achievement of any of the milestones set forth in Sections 3.2(a) or (b).As contemplated by the final sentence of Section 4.4(a), no further meetings will be required after the achievement of the milestone set forth in Section 3.2(b). The meetings may be by telephone, video conference or other mutually accepted means, provided that, if requested by either party, up to two (2) of suchmeetings shall be held in person during each calendar year. The meetings will focus on: (i) the progress made during the period since the previous IPCmeeting, (ii) anticipated intellectual property tasks and issues, and (iii) issues requiring resolution and resolution of previously reported issues. At thebeginning of each meeting one Party will be designated to record the minutes of the meeting and shall distribute the notes to the other Party after themeeting. The Parties will use reasonable efforts to agree on the content of such minutes, provided that such minutes shall not be contractually or otherwisebinding on the Parties. Each Party is responsible for its own costs in connection with preparing for and attending the meetings. (c) Limitations. The IPC shall have no power to amend, modify or grant any waivers under this Agreement. Any amendment or [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. modification of this Agreement or waiver granted hereunder must be made in accordance with Section 13.13 of this Agreement. 5. PROSECUTION AND ENFORCEMENT 5.1 Patent Prosecution for Jointly Developed IP. Unless otherwise agreed on a case-by-case basis, the Parties shall jointly conduct andcontrol prosecution (including any opposition, re-examination or similar proceedings), maintenance, challenges against validity and unenforceability orpatentability with respect to any patent applications and patents resulting from the Jointly Developed IP, and all costs, fees and expenses therefor shall beshared equally by the Parties. Notwithstanding the foregoing, T2 Bio shall be solely responsible for costs, fees and expenses related to T2 Bio Improvements.In the event the Parties do not mutually agree to file an initial patent application on an Invention included in the Jointly Developed IP, the Party wishing toproceed with filing and prosecution may do so at its own expense. In such event, the Party which proceeds shall be deemed to be the sole owner,notwithstanding the ownership provision set forth in Section 4.3. Further, in the event either Party elects not to pursue or elects to abandon the ongoingprosecution of any patent application resulting from the Jointly Developed IP, participate in the filing of any continuation or continuation in part or foreigncounterpart to a patent application, or pay any annuity or other patent maintenance fee as it becomes due, such Party shall give the other party at least two(2) months’ notice before any relevant deadline and such other Party shall have the right to pursue, at its expense, the ongoing prosecution and maintenanceof such patent application. In such event, the abandoning Party shall not be entitled to any refund of prosecution fees previously paid and shall forfeit itsownership interest in the Jointly Developed IP. 5.2 Enforcement of IP. If either Party should become aware of any actual or threatened infringement or misappropriation by a Third Party ofany Intellectual Property Rights in the Jointly Developed IP (a “Joint IP Infringement”), it shall promptly notify the other Party in writing, and provide anyavailable information relating to such alleged Joint IP Infringement. The Parties shall promptly discuss whether to jointly bring an enforcement actionrelating to such Joint IP Infringement prior to either Party (or both Parties) bringing such action. If the Parties do mutually agree to bring a joint enforcementaction, the costs of such enforcement shall be apportioned as determined at the time by the Parties and any recovery shall also apportioned as agreed by theParties in advance on a case-by-case basis. In the event that, after the Parties discuss whether to jointly bring an enforcement action, either Party decides not [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. to participate in such action, the other Party shall have the right to unilaterally bring an enforcement action with respect to such Joint IP Infringement. If oneParty decides to bring an action and the other Party decides not to participate, the Party that unilaterally pursues the action shall bear all of the costs relatedthereto and shall also receive any and all recovery related thereto. The Party that chooses not to participate in any such action shall waive all rights toparticipate in any recovery related thereto. Neither Party is obligated to enforce its Intellectual Property rights in the event of Joint IP Infringement. 6. MANUFACTURING AND DISTRIBUTION 6.1 Manufacturing of the Developed Products. Subject to Section 7 below, T2 Bio will have the exclusive right to manufacture theDeveloped Product. 6.2 Distribution of the Developed Products. As between the Parties, T2 Bio shall have the exclusive right to sell and distribute the DevelopedProduct worldwide, including through its direct sales force or through Third Party distributors. The Parties may discuss utilizing Canon distributionchannels, where T2 Bio does not have direct sales capability or to supplement T2 Bio sales capacity, in each case subject to mutual written agreement onterms and conditions for such distribution. 7. ADDITIONAL CANON ACTIVITIES 7.1 Canon Personnel. Canon shall make available to work on the Project approximately one (1) full time employee (or the equivalent thereof)reasonably acceptable to T2 Bio during the first six (6) months of the Project and two (2) full time employees (or the equivalent thereof) reasonablyacceptable to T2 Bio thereafter until the completion of the Project. 7.2 Discussions. The Parties will discuss in good faith opportunities for Canon and T2 Bio to partner in areas such as development ofadditional tests, and manufacturing and distribution of the Developed Products. Notwithstanding the foregoing, each Party acknowledges and agrees that theother Party is not obligated to partner with it to develop additional tests or for the manufacture or distribution by Canon or its Affiliate of the DevelopedProduct, and that these good faith discussions do not constitute a right of first refusal or a right of first negotiation with respect to any of the foregoing. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. 8. CONFIDENTIALITY. 8.1 Confidential Information. Each Party (each, a “Receiving Party”) acknowledges that such Receiving Party may receive non-publicinformation, including technical, financial, operational and other business information of the other Party (the “Disclosing Party”) and related materials,items, and documents in connection with this Agreement whether disclosed verbally, in writing, in electronic form or by any other means (“ConfidentialInformation”), but excluding information that: (a) is approved in writing by the Disclosing Party for release by the Receiving Party without restrictions,(b) the Receiving Party can demonstrate by written records was previously known to the Receiving Party, (c) is now public knowledge, or becomes publicknowledge in the future, other than through acts or omissions of the Receiving Party, (d) is lawfully obtained by the Receiving Party from sourcesindependent of the Disclosing Party who have a lawful right to disclose such Confidential Information, as demonstrated by competent written records, or(e) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information, as demonstrated bycompetent written records prepared contemporaneously with such independent development. 8.2 General Restrictions on Use and Disclosure. The Receiving Party shall not use the Confidential Information of the Disclosing Partyexcept for the purpose of performing its obligations or exercising its rights under this Agreement. The Receiving Party shall take all reasonable measures toprotect the secrecy of and avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, theReceiving Party shall implement at least those protections for Confidential Information that the Receiving Party takes to protect its own confidentialinformation of a similar nature, but in any case not less than reasonable protection. The Receiving Party agrees not to distribute, disclose or disseminate inany way or form any Confidential Information to Third Parties or to employees of the Receiving Party, except that the Receiving Party may allow access tothe Disclosing Party’s Confidential Information to those of its employees and subcontractors who are required to have the information to provide servicesunder this Agreement, or to its advisors and potential investors and acquirers in connection with corporate transactions; provided, however, that suchemployees, subcontractors and advisors have signed or are otherwise subject to an agreement imposing upon such person restrictions on use and disclosure ofthe Disclosing Party’s Confidential Information that are at least as restrictive as those in this Agreement, prior to any disclosure of the Disclosing Party’sConfidential Information to such employees or subcontractors. Upon the request of the Disclosing Party, and upon any expiration or termination of thisAgreement, the Receiving Party shall [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. promptly return all copies and embodiments of the Disclosing Party’s Confidential Information in its possession or control, or destroy it, at the DisclosingParty’s option, and shall make reasonable efforts to insure that no further use thereof is made by such Receiving Party’s employees or subcontractors. 8.3 Legal Obligation to Disclose; Permitted Disclosure. Notwithstanding the foregoing, the Receiving Party may disclose the DisclosingParty’s Confidential Information to the extent required by an applicable court order or by applicable law; provided, however, that, if the Receiving Party is sorequired to disclose any of the Disclosing Party’s Confidential Information, it shall give the Disclosing Party’s reasonable advance notice of such disclosureand use reasonable efforts to secure confidential treatment of such Confidential Information (whether through protective order or otherwise). The ReceivingParty shall not reverse engineer, disassemble, decompile, or determine the composition of any formulations, prototypes, software or other tangible objectsthat embody any of the Disclosing Party’s Confidential Information and that are provided to the Receiving Party hereunder. The Receiving Party shallreproduce the Disclosing Party’s proprietary rights notices on any copies of the Disclosing Party’s Confidential Information, in the same manner in whichsuch notices were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event it becomes aware of anyunauthorized use or disclosure of the Disclosing Party’s Confidential Information. 8.4 Confidentiality of Agreement and Project. The existence and terms of this Agreement and information concerning the Project shall betreated by the Parties as confidential and only disclosed in accordance with Section 13.3 below. 9. LIMITATION OF LIABILITY EXCEPT FOR BREACHES OF THE LICENSE RESTRICTIONS OR CONFIDENTIALITY OBLIGATIONS HEREUNDER: (A) IN NO EVENT SHALLEITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARYOR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND HOWEVER CAUSEDAND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NOEVENT SHALL EITHER PARTY’S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. (EXCLUDING OBLIGATIONS TO PAY FEES AND ROYALTIES UNDER SECTION 3) AND EXCLUDING INDEMNITY UNDER SECTION 11.1 RELATINGTO THIRD PARTY CLAIMS EXCEED AN AMOUNT EQUAL TO THE GREATER OF (X) $1,000,000 AND (Y) AMOUNTS PAID BY CANON UNDERSECTION 3 DURING THE TWELVE (12) MONTH PERIOD THAT PRECEDES THE INITIAL CLAIM FOR WHICH A PARTY RECOVERS DAMAGESHEREUNDER OR, IN THE EVENT CANON TERMINATES THIS AGREEMENT IN ACCORDANCE WITH SECTION 12.3, AMOUNTS PAID BY CANONUNDER SECTION 3 DURING THE TERM OF THIS AGREEMENT. 10. REPRESENTATIONS AND WARRANTIES 10.1 Representations and Warranties. Each Party represents and warrants that: (a) it is duly authorized to execute and deliver this Agreementand to perform its obligations hereunder, (b) the performance of its obligations under this Agreement shall not conflict with any other agreements, obligationsor duties of such Party, and (c) it shall perform its obligations specified in this Agreement in a professional and workmanlike manner consistent with industrystandards and in compliance with all applicable laws. 10.2 Disclaimer. EXCEPT AS STATED IN SECTION 10.1, EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES INCONNECTION WITH THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT. 11. INDEMNITY AND INSURANCE. 11.1 Indemnity. (a) Canon and T2 Bio shall each be responsible for and shall defend, indemnify and hold the other and its Affiliates and each of their respectivedirectors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “Indemnitees”), harmless from and against anyand all damages, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by or asserted by a Third Party against any of theIndemnitees arising out of or based upon (i) any breach or alleged breach of the representations and warranties contained in Sections 10.1(a) and (b), (ii) anyclaim, demand or action instituted by the indemnifying Party’s employees under workers’ compensation or similar laws or regulations, (iii) any personal [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. injury, death, or property loss or damage, arising out of acts or omissions of the indemnifying Party, its employees or agents and (iv) the indemnifying Party’sfailure to comply with any federal, state or local laws, regulations, requirements, ordinances, codes or orders. Notwithstanding the foregoing, a Party shall notbe required to indemnify an Indemnitee from any damages, costs or expenses relating to bodily injury or property damage to the extent such injury or damageis caused by the gross negligence or willful misconduct of an Indemnitee. (b) T2 Bio shall further defend, indemnify and hold harmless Canon and its Indemnitees against any and all actions, suits, claims, demands,judgments or prosecutions that may be brought or instituted by a Third Party against Canon and/or any other Indemnitee based on or arising out of (i) any T2Bio use or sale or distribution of the T2 Bio Technology Platform and/or Developed Product alleged to be in violation of the Intellectual Property Rights ofany Third Party or (ii) product liability claims relating to the T2 Bio Technology Platform and/or Developed Product; provided, however, that with respect toclauses (i) and (ii) above, T2 Bio shall have no obligation to indemnify and hold harmless Canon and its Indemnitees to the extent such action, suit, claim,demand, judgment or prosecution relates to aspects of the Developed Product that are Canon IP (except to the extent such action, suit, claim, demand,judgment or prosecution relates to modification by T2 Bio or the parties jointly of the Canon IP or the combination, operation or use of the Canon IP withother technology or products where such modification or combination, operation or use is the basis of the action, suit, claim, demand, judgment orprosecution. (c) Any party entitled to indemnification under this Section 11.1 shall give the indemnifying Party prompt notice of any covered claim;provided, however, that any failure to provide such notice shall only relieve the other party of its indemnification obligations hereunder to the extent it hasbeen materially prejudiced by such failure. The indemnifying Party shall have sole right to select and retain attorneys (reasonably acceptable to the otherParty) to assert or negotiate, and sole right to control, the defense and any settlement, to the extent of such Party’s corresponding indemnification and defenseobligations, except that under no circumstances shall the indemnifying Party enter into any settlement that involves an admission of liability, negligence orother culpability by the Indemnitee, or requires the Indemnitee to contribute to the settlement. Without limiting the indemnifying Party’s foregoing right toselect and retain attorneys and to have sole control of the defense and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. settlement, the Indemnitee may, at its own expense, participate in the defense of, or otherwise consult with counsel of its own choice in connection with, anaction that is the subject of the other Party’s indemnification and defense obligations. 11.2 Insurance (a) Beginning at such time as any the Developed Product is being commercially distributed, sold, or otherwise transferred, or used(other than for the purpose of obtaining regulatory approvals) by T2 Bio or an Affiliate, T2 Bio shall, at its sole cost and expense, procure and maintaincommercial general liability insurance in amounts not less than $2,000,000 (which may include up to One Million Dollars ($1,000,000.00) in umbrellacoverage) per incident and $2,000,000 annual aggregate and naming the Indemnitees as additional insureds. Such commercial general liability insuranceshall provide product liability coverage for T2 Bio’s indemnification under this Agreement. If T2 Bio elects to self-insure all or part of the limits describedabove (including deductibles or retentions which are in excess of $250,000 annual aggregate) such self-insurance program must be reasonably acceptable tothe Canon. The minimum amounts of insurance coverage required under this Section 11.2 shall not be construed to create a limit of T2 Bio’s liability withrespect to its indemnification under this Agreement. (b) T2 Bio shall provide Canon with written evidence of such insurance upon request of Canon. T2 Bio shall endeavor to provideCanon with written notice at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance; if T2 Bio does not obtainreplacement insurance providing comparable coverage prior to the expiration of such fifteen (15) day period, Canon shall have the right to terminate thisAgreement for cause pursuant to Section 12 (without regard to the thirty (30) day cure period under Section 12) effective at the end of such fifteen (15) dayperiod upon written notice to T2 Bio. (c) T2 Bio shall maintain such commercial general liability insurance beyond the expiration or termination of this Agreement during(i) the period that any Developed Product is being commercially distributed, sold, or otherwise transferred, or performed or used (other than for the purpose ofobtaining regulatory approvals), by T2 Bio or by a licensee, Affiliate or agent of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. T2 Bio and (ii) a period of three (3) years after the period referred to in (c) (i) above. 12. TERM AND TERMINATION 12.1 Term. This Agreement shall become effective on the Effective Date and, unless terminated earlier as permitted herein or as otherwise agreedby the Parties in writing, shall remain in effect until the earlier of (a) the date T2 Bio notifies the Company that T2 Bio has achieved the milestone describedin Section 3.2(c), or (b) the date that is four (4) years after the Effective Date (the “Term”). For clarity, if T2 Bio achieves the milestone described inSection 3.2(b) on or before the date which is forty two (42) months after the Effective Date and the milestone described in Section 3.2(c) is not achievedduring the Term due to the FDA approval process taking longer than anticipated, if T2 Bio achieves the milestone described in Section 3.2(c) at any timeduring the one (1) year period after the end of the Term, Canon shall make the milestone payment set forth in Section 3.2(c) in accordance with that sectionand T2 Bio shall thereafter pay the applicable Royalties. 12.2 [Intentionally omitted] 12.3 Termination for Cause. A Party may terminate this Agreement if the other Party materially breaches its obligations under this Agreementand does not cure such breach within thirty (30) days after receipt of a written notice identifying such breach from non-breaching Party. 12.4 Effect of Termination. Upon termination or expiration of this Agreement, except as otherwise expressly stated herein and without limitingremedies for breach, all obligations of each Party hereunder to the other shall terminate except for payment obligations that come due before the effectivedate of termination. The following articles and sections shall survive any expiration or termination of this Agreement: Sections 1, 3 (provided that T2 Biowill have no obligation to pay royalties or other amounts under Section 3 if this Agreement is terminated by T2 Bio pursuant to Section 12.3), 4, 5, 8, 9, 10,11, 12.4 and 13. 13. MISCELLANEOUS 13.1 Relationship. The Parties agree that neither Party is the agent, representative or partner of the other and neither Party has the authority orpower to bind or contract in the name of or to create any liability against the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. other Party in any way or for any purpose. The Parties agree that each Party is an independent contractor. 13.2 Assignment. This Agreement shall not be assigned by either Party to any other entity without the prior written consent of the other Party. Notwithstanding the foregoing, each Party may assign this Agreement to an Affiliate or to an acquirer or successor in interest upon a merger, reorganization,change of control, acquisition or sale of all or substantially all of the assets of such Party to which this Agreement relates and any such assignment shall notrequire the consent of the other Party. Any attempted assignment in violation of this Section 13.2 shall be null and void from the beginning. 13.3 Publicity. Neither Party shall issue any press release, nor any public disclosure or publication, except to the extent that a disclosure isrequired by law, concerning this Agreement or conduct of the Project. Except as agreed by the parties, any such required disclosure shall contain only theminimum disclosure required by such law. Canon acknowledges and agrees that T2 Bio may have to issue a press release related to this partnership due todisclosure obligations of being a public company. In such event, Canon shall review such press release and be given an opportunity to comment in advanceof any such disclosure and, except as otherwise agreed by the Parties, such press release shall contain only the minimum disclosure concerning thisAgreement and the Project required by such obligations as agreed by the parties, or, in the absence of agreement, as determined based on the reasonableopinion of T2 Bio’s outside securities counsel. Otherwise, the Parties may issue individual press releases about the existence of this Agreement, if, and onlyif, mutually agreed by both Parties. 13.4 Waiver. Failure or neglect by either Party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed tobe a waiver of such Party’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice such Party’s rights totake subsequent action. 13.5 Notices. All notices required or permitted hereunder shall be given in writing, and shall be deemed to have been duly given when deliveredby hand, posted by registered first class mail (airmail if international) or sent via recognized overnight couriers (e.g., Federal Express) or sent by fax or e-mailto the Party to which such notice is required to be given at the business address, e-mail address and/or fax number stated in this Agreement or to such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. other address, e-mail address or fax number as such Party may have specified to the other in writing. Notices shall be deemed received on the earlier of thefollowing: (a) notices delivered by hand or sent by fax or e-mail shall be deemed received the first business day following such delivery or sending, and(b) notices which have been posted or sent via overnight courier shall be deemed received on the second business day following posting. If to T2 Bio, then addressed to: T2 Biosystems, Inc.101 Hartwell Ave. Lexington, MA 02421Attn: Legal Department If to Canon, then addressed to: Akiko Tanaka, COOc/o Canon U.S.A., Inc.One Canon ParkMelville, NY 11747-with a copy to: Canon U.S.A., Inc. Melville, NY 11747Attn: Steven I. Himelstein, Vice President - Legal 13.6 Severability. In the event that any clause, sub-clause or other provision contained in this Agreement shall be determined by any competentauthority to be invalid, unlawful, or unenforceable to any extent, such clause, sub-clause or other provision shall to that extent be severed from the remainingclauses and provisions, or the remaining part of the clause in question, which shall continue to be valid and enforceable to the fullest extent permitted by law. 13.7 Governing Law. The rights, obligations and remedies of the Parties under this Agreement shall be governed in all respects by the laws ofthe State of Delaware, U.S.A., without regard to its conflicts of law principles. 13.8 Dispute Resolution. The Parties shall use reasonable efforts to resolve in good faith any claims, controversies or disagreements between theParties arising from or related to this Agreement (each, a “Claim”) as promptly [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. as practicable after a Party notifies the other Party in writing of any such Claim (the “Notice”). If the Parties are unable to resolve a Claim in accordance withthis previous sentence within thirty (30) days after the other Party’s receipt of the Notice, the Parties shall be free to institute litigation. Nothing in thisSection 13.8 prohibits or will be interpreted to otherwise interfere with a Party’s right to bring an action at any time in any court of competent jurisdiction fororders and preliminary and permanent injunctive relief, without bond, to restrain any actual or threatened conduct in violation of this Agreement or tospecifically enforce any Party’s obligations under this Agreement. 13.9 Headings; Construction. The headings to the clauses, sub-clauses, and parts of this Agreement are inserted for convenience of referenceonly and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Any ambiguity in this Agreement shall be interpretedequitably without regard to which Party drafted the Agreement or any provision thereof. The terms “this Agreement,” “hereof,” “hereunder” and any similarexpressions refer to this Agreement and not to any particular Section or other portion hereof. As used in this Agreement, the words “include” and “including,”and variations thereof, will be deemed to be followed by the words “without limitation” and “discretion” means sole discretion. 13.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of whichtogether shall constitute one instrument. 13.11 Cumulative Remedies. No right or remedy herein conferred upon or reserved to a Party is exclusive of any other right or remedy, and eachright and remedy shall be cumulative and in addition to any other right or remedy under this Agreement or under applicable law. 13.12 Force Majeure Events. Neither Party will be liable for any delays or failures in performance, except with respect to payment obligations,that are directly caused by acts of God, disease, war, terrorism, riots, civil unrest, extraordinary acts by governmental authorities, national or stateemergencies, strikes, lockouts, work stoppages or other such labor difficulties (excluding any of the foregoing involving the hindered Party’s workforce), fire,or floods, which events were not caused by and could not have been prevented by the hindered Party using reasonable efforts (each, a “Force MajeureEvent”) and provided that the hindered Party uses reasonable efforts to restore its performance as soon as reasonably practicable. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. 13.13 Entire Agreement. This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between theParties hereto prior to or simultaneously with this Agreement and constitutes the entire understanding between the parties hereto. Except as otherwiseprovided herein, no addition, amendment to or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of bothParties. For clarity, any terms on purchase orders, order acknowledgements, or other similar documents that are not signed by both Parties and incorporated byreference into this Agreement are hereby rejected and are of no force or effect. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their duly authorizedrepresentative. T2 BIOSYSTEMS INC.CANON U.S. LIFE SCIENCES, INC. By:/s/ John McDonoughBy:/s/ Yoroku Adachi Name:John McDonoughName:Yoroku Adachi Title:CEO & PresidentTitle:Chairman and CEO [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions. Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 Nos. 333-197946) pertaining to the T2 Biosystems, Inc.Amended and Restated 2006 Employee, Director and Consultant Stock Plan, T2 Biosystems, Inc. 2014 Incentive Award Plan, and T2 Biosystems, Inc. 2014Employee Stock Purchase Plan of T2 Biosystems, Inc. of our report dated March 4, 2015, with respect to the consolidated financial statements of T2Biosystems, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2014. /s/ Ernst & Young LLP Boston, MassachusettsMarch 4, 2015 Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John McDonough, certify that: 1. I have reviewed this Annual Report on Form 10-K of T2 Biosystems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date: March 4, 2015By:/s/ John McDonoughJohn McDonoughPresident and Chief Executive Officer Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Marc R. Jones, certify that: 1. I have reviewed this Annual Report on Form 10-K of T2 Biosystems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date: March 4, 2015By:/s/ Marc R. JonesMarc R. JonesChief Financial Officer Exhibit 32.1 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of T2 Biosystems, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2014 (the “Report”), asfiled with the Securities and Exchange Commission on or about the date hereof, I, John McDonough, President and Chief Executive Officer of the Company,certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 4, 2015By:/s/ John McDonoughJohn McDonoughPresident and Chief Executive Officer This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to beincorporated by reference into any filing of T2 Biosystems, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. Exhibit 32.2 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of T2 Biosystems, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2014 (the “Report”), asfiled with the Securities and Exchange Commission on or about the date hereof, I, Marc R. Jones, Chief Financial Officer of the Company, certify, pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 4, 2014By:/s/ Marc R. JonesMarc R. JonesChief Financial Officer This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to beincorporated by reference into any filing of T2 Biosystems, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
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