0000921895-24-000638.txt : 20240311 0000921895-24-000638.hdr.sgml : 20240311 20240311181402 ACCESSION NUMBER: 0000921895-24-000638 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240311 DATE AS OF CHANGE: 20240311 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: T2 Biosystems, Inc. CENTRAL INDEX KEY: 0001492674 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 204827488 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88541 FILM NUMBER: 24739532 BUSINESS ADDRESS: STREET 1: 101 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-457-1200 MAIL ADDRESS: STREET 1: 101 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Safier Jacob CENTRAL INDEX KEY: 0001381740 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O THE WOLFSON GROUP STREET 2: ONE STATE STREET PLAZA 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G 1 sc13g10871001b_03112024.htm

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )1

 

T2 Biosystems, Inc.

 (Name of Issuer)

Common Stock, par value $0.001 per share

 (Title of Class of Securities)

89853L302

 (CUSIP Number)

February 20, 2024

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     Rule 13d-1(b)

     Rule 13d-1(c)

     Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 89853L302

 

  1   NAME OF REPORTING PERSON  
         
        JACOB SAFIER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        UNITED STATES  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         350,000  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          350,000  
    8   SHARED DISPOSITIVE POWER  
           
          -0-  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        350,000  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        7.1%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

2

CUSIP No. 89853L302

  1   NAME OF REPORTING PERSON  
         
        NEW DIMENSIONS TRADING LTD.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         350,000  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         -0-  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          350,000  
    8   SHARED DISPOSITIVE POWER  
           
          -0-  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        350,000  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        7.1%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP No. 89853L302

 

Item 1(a).Name of Issuer:

 

T2 Biosystems, Inc. (the “Issuer”).

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

101 Hartwell Ave.

Lexington, MA 02421

 

Item 2(a).Name of Person Filing:
Item 2(b).Address of Principal Business Office or, if None, Residence:
Item 2(c).Citizenship:

New Dimensions Trading Ltd. (“New Dimensions”)
c/o The Wolfson Group
One State Street Plaza, 29th Floor
New York, NY 10004
Citizenship: Cayman Islands

Jacob Safier
c/o The Wolfson Group
One State Street Plaza, 29th Floor
New York, NY 10004
Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $0.01 per share (the “Shares”).

 

Item 2(e).CUSIP Number:

 

89853L302

 

4

CUSIP No. 89853L302

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

    /x/ Not applicable.
       
  (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) / / Investment company registered under Section 8 of the Investment Company Act.
       
  (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) / / Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
       
  (k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.Ownership.

 

(a)Amount beneficially owned:

 

As of the date hereof:

New Dimensions Trading Ltd. beneficially owned 350,000 Shares.

Jacob Safier, as the portfolio manager of the T2 Biosystems, Inc. investment by New Dimensions, may be deemed to beneficially own the Shares owned by New Dimensions and, therefore, may be deemed to beneficially own 350,000 Shares.

 

(b)Percent of class:

 

As of the date hereof, New Dimensions beneficially owned and Jacob Safier may be deemed to beneficially own 7.1% (based upon 4,932,459 Shares outstanding, which is the total number of Shares reported as outstanding in the Issuer’s Proxy Statement on Schedule 14-A filed with the Securities and Exchange Commission on March 4, 2024).

 

5

CUSIP No. 89853L302

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(ii)Shared power to vote or to direct the vote:

 

0 Shares.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Cover Pages Items 5-9.

 

(iv)Shared power to dispose or to direct the disposition of:

 

0 Shares. 

 

Item 5.Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.Certifications.

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6

CUSIP No. 89853L302

 

SIGNATURE

 

After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 11, 2024

 

  New Dimensions Trading Ltd.
   
  By:

/s/ Chana Edelstein

    Name: Chana Edelstein
    Title: Director

 

 

 

/s/ Jacob Safier

  Jacob Safier

 

7

EX-99.1 2 ex991to13g10871001b_031124.htm JOINT FILING AGREEMENT

Exhibit 99.1

Joint Filing Agreement

The undersigned hereby agree that the Statement on Schedule 13G dated March 11, 2024 with respect to the Common Stock, par value $0.001 per share, of T2 Biosystems, Inc., a Delaware corporation, and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Dated: March 11, 2024

  New Dimensions Trading Ltd.
   
  By:

/s/ Chana Edelstein

    Name: Chana Edelstein
    Title: Director

 

 

 

/s/ Jacob Safier

  Jacob Safier