TransEnterix Announces Pricing of $15 Million Underwritten Public Offering
06 Marzo 2020 - 7:15AM
Business Wire
TransEnterix, Inc. (NYSE American: TRXC), a medical device
company that is digitizing the interface between the surgeon and
the patient to improve minimally invasive surgery, today announced
that it has priced its previously announced underwritten offering
of units. The offering was comprised of (i) units of common stock
and warrants to purchase shares of common stock and (ii) units of
convertible preferred stock and warrants to purchase shares of
common stock.
The offering was comprised of 14,121,766 common shares,
7,937,057 preferred shares, and series A warrants to purchase
22,058,823 shares of common shares and series B warrants to
purchase 22,058,823 shares of common shares at a combined price of
$0.68 per unit, resulting in gross proceeds of approximately $15.0
million. Each warrant has an exercise price of $0.68 per common
share, and is exercisable at any time on or after the date of
issuance. The series A warrants expire one year from the date of
issuance and the series B warrants expire five years from the date
of issuance. The convertible preferred stock issued in this
transaction includes a beneficial ownership limitation on
conversion, but has no dividend rights (except to the extent that
dividends are also paid on the common stock), liquidation
preference or other preferences over common stock, and has no
voting rights. The conversion price of the Series A convertible
preferred stock in the offering as well as the exercise price of
the warrants are fixed and do not contain any variable pricing
features or any price-based anti-dilutive features. The common
shares, preferred shares, and the accompanying warrants can only be
purchased together in this offering but will be issued
separately.
The offering is expected to close on or about March 10, 2020,
subject to the satisfaction of customary closing conditions. The
Company has also granted to the underwriter a 45-day option to
purchase up to an additional 3,308,823 common shares and/or
warrants to purchase up to 6,617,649 common shares, at the public
offering price per common share and warrant, less underwriter
discounts and commissions.
Ladenburg Thalmann & Co. Inc. is acting as sole book-running
manager in connection with the offering.
A shelf registration statement relating to the units being sold
in this offering was previously filed with the U.S. Securities and
Exchange Commission (the “SEC”) on May 10, 2017 and was declared
effective on May 17, 2017. The offering is being made by means of a
preliminary prospectus supplement and accompanying prospectus filed
with the SEC. A final prospectus supplement relating to the
offering will be filed with the SEC and will be available on the
SEC's website located at http://www.sec.gov. When available, copies
of the final prospectus supplement can be obtained at the SEC's
website at www.sec.gov or from Ladenburg Thalmann & Co. Inc.,
Prospectus Department, 277 Park Avenue, 26th Floor, New York, New
York 10172 or by email at prospectus@ladenburg.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
About TransEnterix
TransEnterix is a medical device company that is digitizing the
interface between the surgeon and the patient to improve minimally
invasive surgery by addressing the clinical and economic challenges
associated with current laparoscopic and robotic options in today's
value-based healthcare environment. The Company is focused on the
market development activities for, and increasing utilization of,
its Senhance Surgical System, which digitizes laparoscopic
minimally invasive surgery. The system allows for robotic
precision, haptic feedback, surgeon camera control via eye sensing
and improved ergonomics while offering responsible economics. The
Senhance Surgical System is available for sale in the US, the EU,
Japan and select other countries. For more information, visit
www.transenterix.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements about the closing of the proposed public
offering of our securities and expected the gross proceeds
receivable by us. These statements involve significant risks and
uncertainties, including those discussed in the preliminary
prospectus supplement related to the offering and in our most
recent report filings with the SEC. Because these statements
reflect our current expectations concerning future events, our
actual results could differ materially from those anticipated in
these forward-looking statements as a result of many factors. There
can be no assurance that TransEnterix will be able to complete the
offering. We are providing this information as of March 6, 2020. We
undertake no duty to update any forward-looking statements to
reflect the occurrence of events or circumstances after the date of
such statements or of anticipated or unanticipated events that
alter any assumptions underlying such statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20200306005232/en/
Investor Contact: Mark Klausner, +1 443-213-0501
invest@transenterix.com or Media Contact: Terri Clevenger, +1
203-682-8297 terri.clevenger@icrinc.com
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