TransEnterix, Inc. (NYSEMKT:TRXC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On April28, 2017, TransEnterix, Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with
Stifel, Nicolaus Company, Incorporated (the Underwriter),
relating to an underwritten public offering of an aggregate of
24,900,000 units (the Units) each consisting of one share of the
Companys common stock, par value $0.001 per share (the Common
Stock), one Series A warrant to purchase one share of Common
Stock (the Series A Warrants) and one Series B warrant to
purchase 0.75 shares of Common Stock (theSeries B Warrants,
together with the Series A Warrants, the Warrants). All of the
Units are being sold by the Company. The offering price to the
public is $1.00 per Unit. The Underwriters have agreed to
purchase the Units from the Company to the Underwriting Agreement
at a price of $0.94 per Unit.
Each Series A Warrant will have an initial exercise price of
$1.00 per share and may be exercised at any time beginning on the
date of issuance, and from time to time thereafter, through and
including the first anniversary of the issuance date, unless
terminated earlier as provided in the Series A Warrant. In the
event the FDA provides clearance with respect to the Companys
Senhance System 510(k) application, which was filed with the FDA
in April 2017, the holders of Series A Warrants will have 10
business days after written notice to exercise, in whole or in
part, their Series A Warrants. Any Series A Warrants that remain
unexercised after such 10 business day period will expire.
Each Series B Warrant will have an initial exercise price of
$1.00 per share and may be exercised at any time beginning on the
date of issuance and from time to time thereafter through and
including the fifth anniversary of the issuance date.
The exercise prices and the number of shares issuable upon
exercise of each of the Warrants are subject to adjustment upon
the occurrence of certain events, including, but not limited to,
stock splits or dividends, business combinations, sale of assets,
similar recapitalization transactions, or other similar
transactions. The exercise prices of each of the Warrants are
subject to adjustment in the event that the Company issues or is
deemed to issue shares of Common Stock for less than the then
applicable exercise prices of each of the Warrants. The
exercisability of the Warrants may be limited if, upon exercise,
the holder or any of its affiliates would beneficially own more
than 4.99% of the Common Stock. If, at any time Warrants are
outstanding, any fundamental transaction occurs, as described in
the Warrants and generally including any consolidation or merger
into another corporation, the consummation of a transaction
whereby another entity acquires more than 50% of the Companys
outstanding voting stock, or the sale of all or substantially all
of its assets, the successor entity must assume in writing all of
the obligations to the Warrant holders. Additionally, in the
event of a fundamental transaction, each Warrant holder will have
the right to require the Company, or its successor, to repurchase
the Warrants for an amount of cash equal to the Black-Scholes
value of the remaining unexercised portion of such Warrants.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.
The net proceeds to the Company from the offering are expected to
be approximately $23.2 million, assuming no exercise of the
Warrants, after deducting underwriting discounts and commissions
and estimated offering expenses payable by the Company.
The Units will be issued to a prospectus supplement dated
April28, 2017 and an accompanying base prospectus dated June22,
2016 that form a part of the registration statement on Form S-3
that the Company filed with the U.S. Securities and Exchange
Commission (the SEC) on November7, 2014 and was declared
effective on December19, 2014 (File No.333-199998), and
post-effectively amended to Post-Effective Amendment No.1 on Form
S-3, as filed with the SEC on March8, 2016 and declared effective
on June22, 2016 and a related registration statement filed to
Rule 462(b) promulgated under the Securities Act of 1933. The
closing of the offering is expected to take place on or about
May3, 2017, subject to the satisfaction of customary closing
conditions.
Upon closing of the offering, the Company will issue the Series A
Warrants and the Series B Warrants to the purchasers of the
Warrants. In addition, upon closing of the offering, the Company
will enter into a warrant agreement (the Warrant Agreement) with
Continental Stock Transfer Trust Company (the Warrant Agent), to
which the Warrant Agent will act as warrant agent, registrar and
transfer agent for the Warrants.
A copy of the Underwriting Agreement is attached as Exhibit 1.1
hereto and is incorporated herein by reference. A copy of each of
the form of Series A Warrant and the form of Series B Warrant is
attached as Exhibit 4.1 and 4.2, respectively hereto and are
incorporated herein by reference. The foregoing descriptions of
the Underwriting Agreement and the forms of Warrant do not
purport to be complete and are qualified in their entirety by
reference to such exhibits.
A copy of the legal opinion and consent of Ballard Spahr LLP
relating to the Units is attached as Exhibit 5.1 hereto.
| Item1.02 |
Termination of a Material Definitive Agreement. |
Effective April27, 2017, the Company terminated that certain
Purchase Agreement dated as of December16, 2016 (the Purchase
Agreement), between the Company and Lincoln Park Capital Fund,
LLC (LPC). The Purchase Agreement provided the Company with an
election to terminate the Purchase Agreement for any reason or
for no reason by delivering a notice to LPC, and the Company will
not incur any early termination penalties in connection with the
termination of the Purchase Agreement. to the terms of the
Purchase Agreement, the Company had the right to sell to LPC up
to $25.0 million in shares of Common Stock. Prior to termination,
the Company sold shares of its Common Stock to LPC under the
Purchase Agreement for gross proceeds of approximately $5.7
million.
The foregoing description of the Purchase Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, a copy of which was filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the SEC on December20, 2016 and is incorporated herein by
reference.
| Item8.01 | Other Events. |
The Company issued a press release on April28, 2017, announcing
the pricing of the sale of the Units. The full text of the press
release is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The Exhibits to this Current Report on Form 8-K are listed in the
Exhibit Index attached hereto.
About TransEnterix, Inc. (NYSEMKT:TRXC)
TransEnterix, Inc. is a medical device company. The Company is focused on the development and commercialization of ALF-X Surgical Robotic System (the ALF-X System), and SurgiBot System. The Company’s ALF-X System is a multi-port robotic surgery system, which allows multiple robotic arms to control instruments and a camera. The system features advanced technology to enable surgeons with haptic feedback and the ability to move the camera through eye movement. The system replicates laparoscopic motion and integrates three-dimensional high definition (3DHD) vision technology. The ALF-X System also offers responsible economics to hospitals by offering robotic technology with reusable instruments. The SurgiBot System is designed as a single-incision, patient-side robotic-assisted surgery system. The Company also develops and manufactures laparoscopic surgical instruments that are used in abdominal surgery, such as scissors, graspers, clip appliers, and suction and irrigation instruments. TransEnterix, Inc. (NYSEMKT:TRXC) Recent Trading Information
TransEnterix, Inc. (NYSEMKT:TRXC) closed its last trading session down -0.440 at 0.650 with 11,749,696 shares trading hands.