Filed pursuant to Rule 424(b)(2)
Registration Number 333-217865
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 19, 2017)
TransEnterix, Inc.
14,121,766
Class A Units, consisting of 14,121,766 shares of Common Stock and Warrants to purchase up to 28,243,532 shares of Common Stock
7,937,057 Class B Units, consisting of 7,937,057 shares of Series A Preferred Stock and Warrants to purchase up to 15,874,114 shares of
Common Stock
(and 52,054,703 shares of common stock issuable upon exercise of such warrants and conversion of the Series A Preferred
Stock)
Pursuant to this prospectus supplement and the accompanying prospectus, we are offering Class A Units at a public offering price of $0.68
per Class A Unit. Each Class A Unit consists of one share of our common stock, par value $0.001 per share, one warrant to purchase one share of common stock that expires on the first anniversary of the date of issuance, collectively
referred to as the Series C warrants, and one warrant to purchase one share of common stock that expires on the fifth anniversary of the date of issuance, collectively referred to as the Series D warrants.
We are also offering to those purchasers whose purchase of Class A Units in this offering would result in the purchaser, together with its affiliates and
certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the consummation of this offering, the opportunity to purchase, if they so choose, in lieu of the
number of Class A Units that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%), Class B Units at a public offering price of $0.68 per Class B Unit. Each Class B Unit consists of one share
of Series A Preferred Stock, par value $0.01 per share, referred to as the Series A Preferred Stock, convertible into one share of common stock, a Series C warrant to purchase one share of common stock and a Series D warrant to purchase one share of
common stock (together with the shares of common stock underlying such shares of Series A Preferred Stock and such warrants). The Class A Units and the Class B Units are sometimes referred to in this prospectus supplement collectively as
the Units.
Each Series C warrant included in the Units will have an initial exercise price of $0.68 per share and each Series D warrant included in the
Units will have an exercise price of $0.68 per share. The warrants will be exercisable at any time on or after the date of issuance until their respective expiration dates.
The Class A Units and Class B Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common
stock, Series A Preferred Stock, Series C warrants and Series D warrants comprising such Units are immediately separable and will be issued separately in this offering.
The Units will be issued and sold pursuant to an underwriting agreement dated March 6, 2020 between us and Ladenburg Thalmann & Co. Inc., as
representative of the underwriters named therein. See Underwriting for additional information. The underwriter has the option to purchase additional shares of common stock, Series C warrants and/or Series D warrants solely to cover
over-allotments, if any, at the price to the public less the underwriting discounts and commissions. The overallotment option may be used to purchase shares of common stock, Series C warrants or Series D warrants, or any combination thereof, as
determined by the underwriter, but such purchases cannot exceed an aggregate of 15% of the number of shares of common stock (including the number of shares of common stock issuable upon conversion of shares of Series A Preferred Stock) and Series C
warrants and Series D warrants sold in the primary offering. The over-allotment option is exercisable for 45 days from the date of this prospectus.
We
refer to the shares of common stock, Series A Preferred Stock and the warrants to purchase common stock issued in this offering, as well as the shares of common stock underlying the warrants and the Series A Preferred Stock, collectively, as the
securities.
Our common stock is listed on the NYSE American under the symbol TRXC. On March 4, 2020, the last reported sale price of our
common stock on the NYSE American was $1.14 per share.
Investing in our securities involves risks. You should review carefully the risks and
uncertainties described under the heading Risk Factors on page S-9 of this prospectus supplement and under similar headings in the other documents that are
incorporated by reference in this prospectus supplement and the accompanying prospectus.
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Per Class
A Unit
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Per Class
B Unit
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Total(2)
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Public offering price(1)
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$
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0.68
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$
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0.68
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$
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14,999,999.64
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Underwriting discounts and
commissions(2)(3)
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$
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0.0544
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$
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0.0544
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$
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1,199,999.97
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Proceeds to us, before expenses
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$
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0.6256
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$
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0.6256
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$
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13,799,999.67
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(1)
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The public offering price and underwriting discount corresponds to (x) in respect of the Class A Units
(i) a public offering price per share of common stock of $0.66, (ii) a public offering price per Series C warrant of $0.01, and (iii) a public offering price per Series D warrant of $0.01 and (y) in respect of the Class B Units
(i) a public offering price per share of Series A Preferred Stock of $0.66, (ii) a public offering price per Series C warrant of $0.01, and (iii) a public offering price per Series D warrant of $0.01.
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(2)
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We refer you to Underwriting beginning on page S-41 of this
prospectus supplement for additional information regarding underwriting compensation and expenses for which we have agreed to reimburse the underwriters.
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(3)
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We have granted a 45-day day option to the underwriter to purchase
additional shares of common stock, Series C warrants to purchase shares of common stock and/or Series D warrants to purchase shares of common stock (up to 15% of the number of shares of common stock (including the number of shares of common stock
issuable upon conversion of shares of Series A Preferred Stock), Series C warrants and Series D warrants sold in the primary offering) solely to cover overallotments, if any.
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We estimate the total expenses of this offering, excluding the underwriting discounts and commissions, will be approximately $500 thousand, which includes
underwriting expenses we have agreed to reimburse. The above summary of offering proceeds to us does not give effect to any exercise of the warrants being issued in this offering.
The underwriters expect to deliver the securities on or about March 10, 2020, subject to customary closing conditions.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Sole Book-Running Manager
Ladenburg Thalmann
The date
of this prospectus supplement is March 6, 2020.
UNDERWRITING
We have entered into an underwriting agreement dated March 6, 2020 with Ladenburg Thalmann & Co. Inc. (Ladenburg,
underwriter, or representative), as the representative of the underwriters (the representative) named below and the sole book-running manager of this offering. Subject to the terms and conditions of the
underwriting agreement, Ladenburg has agreed to purchase the number of our securities set forth opposite its name below.
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Underwriter
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Class A
Units
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Class B
Units
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Ladenburg Thalmann & Co. Inc.
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14,121,766
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7,937,057
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Total
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14,121,766
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7,937,057
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We have been advised by the underwriter that it proposes to offer the units directly to the public at the public offering
price set forth on the cover page of this prospectus supplement. The underwriter may sell Class A Units or Class B Units separately to purchasers or may sell a combination of Class A Units and Class B Units to purchasers in any
proportion. Any securities sold by the underwriter to securities dealers will be sold at the public offering price less a selling concession not in excess of $0.03168 per share, $0.00048 per Series C warrant, and $0.00048 per Series D warrant.
The underwriting agreement provides that subject to the satisfaction or waiver by the representative of the conditions contained in the underwriting
agreement, Ladenburg is obligated to purchase and pay for all of the securities offered by this prospectus supplement.
No action has been taken by us or
the underwriter that would permit a public offering of the units, or the shares of common stock, warrants, or shares of Series A Preferred Stock, shares of common stock underlying the Series A Preferred Stock and warrants to purchase common
stock included in the units, in any jurisdiction outside the United States where action for that purpose is required. None of our securities included in this offering may be offered or sold, directly or indirectly, nor may this prospectus supplement
or any other offering material or advertisements in connection with the offer and sales of any of the securities offered hereby be distributed or published in any jurisdiction except under circumstances that will result in compliance with the
applicable rules and regulations of that jurisdiction. Persons who receive this prospectus supplement are advised to inform themselves about and to observe any restrictions relating to this offering of securities and the distribution of this
prospectus supplement. This prospectus supplement is neither an offer to sell nor a solicitation of any offer to buy the securities in any jurisdiction where that would not be permitted or legal. The underwriter has advised us that it does not
intend to confirm sales to any account over which it exercises discretionary authority.
Underwriting Discount and Expenses
The following table summarizes the underwriting discount and commission to be paid to the underwriter assuming no exercise of the over-allotment option and
assuming the full exercise of the over-allotment option.
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Per Class A
Unit(1)
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Per Class B
Unit(1)
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Total With
No Exercise
of the Over-
Allotment
Option
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Total With
Full
Exercise of
the Over-
Allotment
Option
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Public offering price
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$
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0.68
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$
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0.68
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$
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14,999,999.64
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$
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17,249,999.59
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Underwriting discount to be paid to the underwriter by us(2)(3)
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$
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0.0544
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$
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0.0544
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$
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1,199,999.97
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$
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1,379,999.97
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Proceeds to us (before expenses)
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$
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0.6256
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$
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0.6256
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$
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13,799,999.67
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$
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15,869,999.62
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(1)
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The public offering price and underwriting discount corresponds to (x) in respect of the Class A
Units (i) a public offering price per share of common stock of $0.66, (ii) a public offering price per Series C warrant
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of $0.01 and (iii) a public offering price per Series D warrant of $0.01 and (y) in respect of the Class B
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S-41
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Units (i) a public offering price per share of Series A Preferred Stock of $0.66, (ii) a public offering price per Series C warrant of $0.01, and (iii) a public offering price per
Series D warrant of $0.01.
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(2)
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We have granted a 45-day option to the underwriter to
purchase additional shares of common stock and/or warrants to purchase shares of common stock (up to 15% of the number of shares of common stock (including the number of shares of common stock issuable upon conversion of shares of Series A Preferred
Stock) and the number of shares of common stock underlying the warrants sold in the primary offering) at the public offering price per share of common stock and the public offering price per Series C warrant and Series D warrant set forth above less
the underwriting discounts and commissions, solely to cover over-allotments, if any.
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(3)
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We have agreed to pay an underwriting discount equal to 8.0% of the aggregate gross proceeds raised in this
offering.
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We estimate the total expenses payable by us for this offering to be approximately $1.7 million, which amount includes
(i) the underwriting discount of $1.2 million ($1.38 million if the over-allotment option is exercised in full) and (ii) reimbursement of the accountable expenses of the representative equal to $100,000 including the legal fees of the
representative being paid by us and (iii) other estimated company expenses of approximately $400,000, which includes legal, accounting, printing costs and various fees associated with the registration and listing of our shares.
The securities we are offering are being offered by the underwriter subject to certain conditions specified in the underwriting agreement.
Over-allotment Option
We have granted the underwriter an
option exercisable not later than 45 days after the date of this prospectus supplement to purchase up to a number of additional shares of common stock and/or warrants to purchase shares of common stock not to exceed 15% of the number of shares of
common stock sold in the primary offering (including the number of shares of common stock issuable upon conversion of shares of Series A Preferred Stock, but excluding shares of common stock underlying the warrants issued in this offering and any
shares of common stock issued upon any exercise of the underwriters over-allotment option) and/or 15% of the warrants sold in the primary offering at the public offering price per share of common stock and the public offering price per warrant
set forth on the cover page hereto less the underwriting discounts and commissions. The underwriter may exercise the option solely to cover overallotments, if any, made in connection with this offering. If any additional shares of common stock
and/or warrants are purchased pursuant to the over-allotment option, the underwriter will offer these shares of common stock and/or warrants on the same terms as those on which the other securities are being offered.
Determination of Offering Price
Our common stock is
listed on the NYSE American under the symbol TRXC. On March 4, 2020, the last reported sale price of our common stock on the NYSE American was $1.14 per share. We do not intend to apply for listing of the Series A Preferred Stock or
the warrants on any securities exchange or other trading system.
The public offering price of the securities offered by this prospectus supplement was
determined by negotiation between us and the underwriter. Among the factors considered in determining the public offering price of the common stock were:
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our history and our prospects;
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the industry in which we operate;
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our past and present operating results;
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the previous experience of our executive officers; and
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the general condition of the securities markets at the time of this offering.
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S-42
The offering price stated on the cover page of this prospectus supplement should not be considered an
indication of the actual value of the shares of common stock sold in this offering. That price is subject to change as a result of market conditions and other factors, and we cannot assure you that the shares of common stock sold in this offering
can be resold at or above the public offering price.
Lock-up Agreements
Our officers and directors have agreed with the representative to be subject to a lock-up period of 90 days
following the date of this prospectus supplement. This means that, during the applicable lock-up period, such persons may not offer for sale, contract to sell, distribute, grant any option, right or
warrant to purchase, pledge, hypothecate, or otherwise dispose of, directly or indirectly, any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock. Certain limited transfers
are permitted during the lock-up period if the transferee agrees to these lock-up restrictions. We have also agreed, in the underwriting agreement,
to similar lock-up restrictions on the issuance and sale of our securities until June 30, 2020, although we will be permitted to issue stock options or stock awards to directors, officers and
employees under our existing plans. The representative may, without notice, waive the terms of any of these lock-up agreements.
Transfer Agent and Registrar
The transfer agent of our
common stock is Continental Stock Transfer & Trust Company. The transfer agent and registrars address is 1 State St 30th Floor, New York, NY 10004, and the telephone number is (212) 509-4000.
Stabilization, Short Positions and Penalty Bids
The
underwriter may engage in syndicate covering transactions, stabilizing transactions, and penalty bids or purchases for the purpose of pegging, fixing, or maintaining the price of our common stock:
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Syndicate covering transactions involve purchases of securities in the open market after the distribution has
been completed in order to cover syndicate short positions. Such a naked short position would be closed out by buying securities in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could
be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.
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Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specific maximum and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares of common stock while this offering is in progress.
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Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the securities
originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
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These syndicate covering transactions, stabilizing transactions, and penalty bids may have the effect of raising or maintaining the market prices of our
securities or preventing or retarding a decline in the market prices of our securities. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriter make any
representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on the NYSE America, in
the over-the-counter market or on any other trading market and, if commenced, may be discontinued at any time.
In connection with this offering, the underwriter also may engage in passive market making transactions in our common stock in accordance with Regulation M
during a period before the commencement of offers or sales of shares of our common stock in this offering and extending through the completion of the distribution. In general,
S-43
a passive market maker must display its bid at a price not in excess of the highest independent bid for that security. However, if all independent bids are lowered below the passive market
makers bid, that bid must then be lowered when specific purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if
commenced, may be discontinued at any time.
Neither we, nor the underwriter make any representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the prices of our securities. In addition, neither we nor the underwriter make any representation that the underwriter will engage in these transactions or that any transactions, once
commenced will not be discontinued without notice.
Indemnification
We have agreed to indemnify the underwriter against certain liabilities, including certain liabilities arising under the Securities Act, or to contribute to
payments that the underwriter may be required to make for these liabilities.
S-44
LEGAL MATTERS
Certain legal matters with respect to the securities offered hereby have been passed upon by Ballard Spahr LLP, Philadelphia, Pennsylvania. Certain legal
matters in connection with this offering will be passed upon for the underwriter by Ellenoff Grossman & Schole LLP, New York, New York.
EXPERTS
The consolidated financial statements as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 and
managements assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 incorporated by reference in this prospectus supplement have been so incorporated in reliance on the reports of BDO USA, LLP,
an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we
filed with the SEC under the Securities Act. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. We have omitted certain parts of the registration statement in
accordance with the rules and regulations of the SEC. For further information, we refer you to the registration statement, including its exhibits and schedules. Statements contained in this prospectus supplement and the accompanying prospectus about
the provisions or contents of any contract, agreement or any other document referred to are not necessarily complete. Please refer to the actual exhibit for a more complete description of the matters involved.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings, including the registration statement and
exhibits, are available to the public at the SECs website at http://www.sec.gov. You may also read, without charge, and copy the documents we file, at the SECs public reference rooms at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms.
We maintain an Internet site at www.transenterix.com. We have not incorporated by reference into this prospectus supplement or the accompanying
prospectus the information on our website, and you should not consider any of the information posted on or hyper-linked to our website to be a part of this prospectus supplement or the accompanying prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference the information we file with the SEC, which means we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is an important part of this prospectus supplement, and certain information that we will later file with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below as well as any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement until we sell all of the securities
under this prospectus supplement, except that we do not incorporate any document or portion of a document that is furnished to the SEC, but not deemed filed. The following documents filed with the SEC are incorporated by
reference in this prospectus supplement and the accompanying prospectus:
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our Annual Report on Form
10-K for the year ended December 31, 2018, filed with the SEC on February 27, 2019;
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S-45
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our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2019, June
30, 2019 and September 30, 2019, filed with the SEC on May 9, 2019, August 8, 2019 and
November 12, 2019, respectively;
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our Current Reports on Form 8-K filed with the SEC on April 26,
2019 (Items 5.02, 5.07 and 9.01), July
10, 2019 (Item 1.01), August
12, 2019 (Items 1.01, 1.02 and 9.01), September
6, 2019 (Items 1.01, 8.01 and 9.01), October
17, 2019 (Items 1.01, 5.02 and 8.01), November
1, 2019 (Item 5.02), November
8, 2019 (Item 1.02), November
20, 2019 (Item 8.01), December
11, 2019 (Items 5.03 and 5.07), January
3, 2020 (Item 5.02), January
6, 2020 (Item 2.02), January
22, 2020 (Item 8.01), January
31, 2020 (Item 8.01), February
10, 2020 (Items 1.01, 8.01 and 9.01), February 12, 2020 (Item
8.01), February
25, 2020 (Items 1.01, 3.03 and 9.01), February
28, 2020 (Item 8.01) and March 2, 2020 (Item 8.01);
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the description of the Companys common stock contained in the Registration Statement on Form
8-A filed on April 7, 2014, and any amendments to each such Registration Statement filed subsequently thereto, including all amendments or reports filed for the purpose of updating such description.
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We will furnish to you, on written or oral request, a copy of any or all of the documents that have been incorporated by reference,
including exhibits to these documents. You may request a copy of these filings at no cost by writing or telephoning our Secretary at the following address and telephone number:
TransEnterix, Inc.
Attention:
Joshua Weingard, Chief Legal Officer and Secretary
635 Davis Drive, Suite 300
Morrisville, NC 27560
Telephone
No.: (919) 765-8400
S-46
PROSPECTUS
$150,000,000
Common Stock
Preferred
Stock
Warrants
Debt Securities
Units
We may offer and sell from time to time, in one or more offerings, up to $150,000,000 of any combination of common stock, preferred stock, warrants and debt
securities, either individually or in units consisting of any two or more of such securities. We may also offer securities upon the exercise of warrants.
Each time we sell securities pursuant to this prospectus, we will provide the specific terms of the securities offered in a supplement to this prospectus. The
prospectus supplements will also describe the specific manner in which we will offer these securities and may also supplement, update or amend information contained in this prospectus. You should read this prospectus and any related prospectus
supplement carefully before you invest in our securities.
The securities may be sold on a delayed or continuous basis directly by us, through dealers,
agents or underwriters designated from time to time, or through any combination of these methods. If any dealers, agents or underwriters are involved in the sale of the securities in respect of which this prospectus is being delivered, we will
disclose their names and the nature of our arrangements with them in any prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in the applicable prospectus supplement.
Our common stock is traded on the NYSE MKT under the symbol TRXC. On May 9, 2017, the closing price of our common stock was $0.62 per share.
Investing in our securities involves a high degree of risk. See RISK FACTORS on page 4.
This prospectus may not be used to offer or sell securities unless accompanied by a prospectus supplement for the securities being sold.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this Prospectus is May 19, 2017.
TABLE OF CONTENTS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities
Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements, other than statements of historical fact, included or incorporated in this prospectus regarding our strategy, future
operations, collaborations, intellectual property, cash resources, financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words believes,
anticipates, estimates, plans, expects, intends, may, could, should, potential, likely, projects,
continue, will, and would and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we
actually will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. There are a number of important factors that could cause our actual
results to differ materially from those indicated or implied by forward-looking statements. These important factors include those referenced under the heading Risk Factors. These factors and the other cautionary statements made in this
prospectus should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus. In addition, any forward-looking statements represent our estimates only as of the date that this prospectus is filed
with the SEC, and should not be relied upon as representing our estimates as of any subsequent date. We do not assume any obligation to update any forward-looking statements. We disclaim any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise.
You should rely only on the information contained in
this prospectus and in any prospectus supplement (including in any documents incorporated by reference herein or therein). We have not authorized anyone to provide you with any different information. We are offering to sell our securities, and
seeking offers to buy, only in jurisdictions where offers and sales are permitted.
i
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before
investing in our securities. You should read this entire prospectus carefully, especially the Risk Factors section beginning on page 4 and our financial statements and the related notes incorporated by reference into this prospectus,
before making an investment decision.
Company Overview
We are a medical device company that is pioneering the use of robotics to improve minimally invasive surgery by addressing clinical and economic challenges
associated with current laparoscopic and competitive robotic options. The Company is focused on the commercialization and further development of its SenhanceTM Surgical Robotic System (formerly
known as the ALF-X® Surgical Robotic System), or the Senhance System, a multi-port robotic system that brings the advantages of robotic surgery to
patients while enabling surgeons with innovative technology. The Company also developed the SurgiBot System, or SurgiBot System, a single-port, robotically enhanced laparoscopic surgical platform. The Senhance System has been granted a CE Mark
in Europe for laparoscopic abdominal and pelvic surgery, as well as limited thoracic operations excluding cardiac and vascular surgery, but is not available for sale in the U.S. The SurgiBot System is not yet available for sale in any market.
The Senhance System is a multi-port robotic surgery system which allows multiple robotic arms to control instruments and a camera vision system laparoscope.
The system features advanced technology to enable surgeons with haptic feedback and the ability to move the laparoscopic camera via eye movement. The system replicates laparoscopic motion that is familiar to experienced surgeons, and integrates 3DHD
vision technology. The Senhance System also offers responsible economics to hospitals by offering robotic technology with reusable instruments. In April 2017, the Company submitted a 510(k) application to the Food and Drug Administration, or FDA,
for the Senhance System.
The SurgiBot System is designed to utilize flexible instruments through articulating channels controlled directly by the
surgeon, with robotic assistance, while the surgeon remains patient-side within the sterile field. In June 2015, the Company submitted a 510(k) application to the Food and Drug Administration, or FDA, for the SurgiBot System. On April 19, 2016,
the FDA notified the Company that the SurgiBot System did not meet the criteria for substantial equivalence based on the data and information submitted by the Company in the 510(k) submission.
Our current strategy is to focus our resources on the commercialization of and U.S. regulatory clearance for the Senhance System. To date, we have sold
two Senhance Systems.
We believe that:
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there are a number of hospitals and an increasing number of ambulatory surgery centers in the U.S. and
internationally that could benefit from the addition of robotic-assisted minimally invasive surgery and, with the Senhance System, lower operational costs;
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with the Senhance System, surgeons can benefit from the haptic feedback, enhanced 3DHD vision and open
architecture consistent with current laparoscopic surgery procedures; and
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patients will continue to seek a minimally invasive option for many common general abdominal and gynecologic
surgeries, which are addressed by the Senhance System.
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We believe that future outcomes of minimally invasive surgery will be enhanced
through our combination of more advanced tools and robotic functionality which are designed to: (i) empower surgeons with improved
precision, dexterity and visualization; (ii) improve patient satisfaction and enable a desirable post-operative recovery; and (iii) provide a cost-effective robotic system, compared to
existing alternatives today, for a potentially wide range of clinical applications.
The Senhance System
The Senhance System is a multi-port robotic surgery system that allows up to four robotic arms to control instruments and a camera. The system builds on the
success of laparoscopy by enhancing the traditional features that surgeons have come to expect from existing products and by addressing some of the trade-offs associated with using competing robotic offerings versus traditional instruments for
laparoscopic procedures. The Senhance System also offers responsible economics to hospitals by offering reusable instruments that reduce additional costs per surgery when compared to laparoscopy. The Senhance System has been granted a CE Mark in
Europe for use in abdominal and pelvic surgery; it is not available for sale in the U.S.
Key features of the Senhance System are:
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Haptic Feedback: The Senhance Systems force feedback provides the surgeon with the ability to feel
the tissue response during a procedure;
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Enhanced Vision: The Senhance System features 3DHD vision technology and gives the surgeon the ability to
move the camera via eye movement so that the camera is centered in the surgeons field of vision;
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Laparoscopic Motion: The Senhance System utilizes laparoscopic motion that is similar to the motion used
during traditional laparoscopic surgeries;
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View of the Sterile Field: The Senhance System offers the surgeon an open view of the operating room and
sterile field from the console; and
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Enables use of standard trocars: The Senhance System allows for standard laparoscopic trocars to be used
and does not require that robotic arms be docked directly to the patient.
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May 2017 Financing
On April 28, 2017, we entered into an underwriting agreement with Stifel, Nicolaus & Company, Incorporated, relating to an underwritten public
offering of an aggregate of 24,900,000 units, each unit consisting of one share of common stock, a Series A warrant to purchase one share of common stock and a Series B warrant to purchase 0.75 shares of common stock. The offering price to the
public was $1.00 per unit. Each Series A warrant has 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 has an
initial exercise price of $1.00 per share, is exercisable immediately, and has a term of five years. 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 also subject to adjustment
in the event that we issue, or are deemed to issue, shares of common stock for less than the then applicable exercise prices of each of the warrants.
As
used herein, the terms Company, we, our, or us each includes TransEnterix, Inc. and its subsidiaries, TransEnterix International, Inc., TransEnterix Italia, S.r.l., TransEnterix Europe S.Á.R.L,
TransEnterix Europe
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S.Á.R.L, Bertrange, Swiss Branch, Lugano and TransEnterix Asia PTE. LTD. after giving effect to the Senhance Acquisition.
The Company operates in one business segment.
Company
Information
We were organized as a Delaware corporation on August 19, 1988. Our principal executive offices are located at 635 Davis Drive, Suite
300, Morrisville, NC 27560. Our phone number is (919) 765-8400 and our Internet address is www.transenterix.com. The information on our website or any other website is not incorporated by reference in
this prospectus and does not constitute a part of this prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a shelf registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC. By using a
shelf registration statement, we may, from time to time, issue any combination of the securities described in this prospectus in one or more offerings up to an aggregate maximum offering price of $150,000,000 in one or more offerings. Each time we
sell any of our securities, we will provide a prospectus supplement that will contain more specific information about the offering and the terms of the securities being sold. We may also add, update or change in the prospectus supplement any of the
information contained in this prospectus or the documents incorporated by reference.
This prospectus provides you with a general description of the
Company and our securities. For further information about our business and our securities, you should refer to the registration statement and the reports incorporated by reference in this prospectus, as described in Where You Can Find More
Information.
You should rely only on the information contained in this prospectus and in any prospectus supplement (including in any documents
incorporated by reference herein or therein). We have not authorized anyone to provide you with any different information. We are offering to sell our securities, and seeking offers to buy, only in jurisdictions where offers and sales are permitted.
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RISK FACTORS
Investing in our securities involves substantial risks. In addition to other information contained in this prospectus and any accompanying prospectus
supplement, before investing in our securities, you should carefully consider the risks described under the heading Risk Factors in our most recent Annual Report on Form 10-K, as it may be amended,
and subsequent Quarterly Reports on Form 10-Q, and in any other documents incorporated by reference into this prospectus, as updated by our future filings. These risks are not the only ones faced by us.
Additional risks not known or that are deemed immaterial could also materially and adversely affect our financial condition, results of operations, our products, business and prospects. Any of these risks might cause you to lose all or a part of
your investment.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus
together with our existing cash resources, for working capital and other general corporate purposes, including commercialization and regulatory clearance activities for our products. We may also use a portion of the net proceeds that we receive to
acquire or invest in complementary businesses, products, services, technologies, or other assets. At this time, we have not determined the specific uses of any offering proceeds, or the amounts we plan to spend on any particular use or the timing of
such expenditures, which may vary significantly depending on various factors such as our research and development activities, regulatory approvals, competition, marketing and sales, and the market acceptance of any products introduced by us or our
partners. Pending application of the net proceeds from any particular offering, we intend to invest such proceeds in short-term, interest-bearing, investment-grade securities.
Each time we issue securities, we will provide a prospectus supplement that will contain information about how we intend to use the proceeds from each such
offering.
We cannot guarantee that we will receive any proceeds in connection with any offering hereunder because we may choose not to issue any of the
securities covered by this prospectus.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby from time to time in one or more of the following ways:
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through one or more underwriters;
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through dealers, who may act as agents or principals (including a block trade in which a broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction);
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directly to one or more purchasers;
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through registered direct offerings;
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as part of a collaboration with a third party;
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through at the market offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or
through a market maker or into an existing trading market on an exchange or otherwise;
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in privately negotiated transactions; and
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in any combination of these methods of sale.
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We will set forth in a prospectus supplement the terms of the offering of securities, including:
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the name or names of any agents, underwriters or dealers;
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the terms of the securities being offered, including the purchase price and the proceeds we will receive from the
sale;
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any underwriting discounts and commissions or agency fees and other items constituting underwriters or
agents compensation;
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any over-allotment options under which underwriters may purchase additional securities from us; and
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any discounts or concessions allowed or reallowed or paid to dealers.
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The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.
Underwriters, dealers, agents and
others that participate in the distribution of the securities may be underwriters as defined in the Securities Act and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting
discounts and commissions under the Securities Act. In no event will the total amount of cash compensation paid to underwriters, placement agents, dealers or brokers exceed 10% of the gross proceeds of the offering. We will identify in the
applicable prospectus supplement any underwriters, dealers, agents and others and will describe their compensation. We may have agreements with underwriters, dealers, agents and others to indemnify them against specified civil liabilities, including
liabilities under the Securities Act. Underwriters, dealers, agents and others may engage in transactions with or perform services for us in the ordinary course of their businesses.
If required under applicable state securities laws, we will sell the securities only through registered or licensed brokers or dealers. In addition, in some
states, we may not sell securities unless they have been registered or qualified for sale in the applicable state or unless we have complied with an exemption from any registration or qualification requirements.
Agents
We may designate agents who agree to solicit
purchases for the period of their appointment or to sell securities on a continuing basis. Unless the prospectus supplement provides otherwise, agents will act on a best efforts basis for the period of their appointment. Agents may receive
compensation in the form of commissions, discounts or concessions from us. Agents may also receive compensation from the purchasers of the securities for whom they sell as principals. Each particular agent will receive compensation in amounts
negotiated in connection with the sale, which might be in excess of customary commissions.
Underwriters
If we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities
in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions
set forth in the applicable underwriting agreement. Unless the prospectus supplement provides otherwise, underwriters will be obligated to purchase all of the securities offered by the prospectus supplement. We may change from time to time any
initial public offering price and any discounts or concessions the underwriters allow or reallow or pay to dealers. We may use underwriters with whom we have a material relationship, and we may offer the securities to the public through an
underwriting syndicate or through a single underwriter. We will describe in the prospectus supplement naming the underwriter the nature of any such relationship and underwriting arrangement.
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Dealers
We
also may sell securities to a dealer as principal. If we sell our securities to a dealer as a principal, then the dealer may resell those securities to the public at varying prices to be determined by such dealer at the time of resale. The name of
the dealer and the terms of the transactions will be set forth in the applicable prospectus supplement.
Direct Sales and Institutional Purchases
We may also sell securities directly to one or more purchasers, in which case underwriters or agents would not be involved in the transaction.
Further, we may authorize agents, underwriters or dealers to solicit offers by certain types of institutional investors to purchase securities from us at the
public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in an applicable prospectus supplement.
Stabilization Activities
Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the
Exchange Act.
Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases in the open market after the distribution is completed to cover short positions. Penalty bids permit
the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Such activities may cause the price of the securities to be higher
than they would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on the NYSE MKT or otherwise.
Passive Market Making
Any underwriters who are qualified
market makers on the NYSE MKT may engage in passive market making transactions on the NYSE MKT in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales.
Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such
security; if all independent bids are lowered below the passive market makers bid, however, the passive market makers bid must then be lowered when certain purchase limits are exceeded.
Costs
We will bear all costs, expenses and fees in
connection with the registration of the securities, as well as the expense of all commissions and discounts, if any, attributable to sales of the securities by us.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 750,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of preferred stock, par value
$0.01 per share.
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Common Stock
Of the authorized common stock, as of March 31, 2017, there were 123,629,689 shares outstanding and as of March 31, 2017 there were 18,542,529 shares
of our common stock reserved for the exercise of outstanding stock options, warrants and restricted stock units. There were approximately 240 record holders as of March 31, 2017. Subject to the prior rights of the holders of any shares of
preferred stock which may be issued in the future, the holders of our common stock are entitled to receive dividends from our funds legally available therefor when, as and if declared by our Board of Directors, and are entitled to share ratably in
all of our assets available for distribution to holders of our common stock upon the liquidation, dissolution or winding-up of our affairs, subject to the liquidation preference, if any, of any then
outstanding shares of preferred stock. Holders of our common stock do not have any preemptive, subscription, redemption or conversion rights. Holders of our common stock are entitled to one vote per share on all matters which they are entitled to
vote upon at meetings of stockholders or upon actions taken by written consent pursuant to Delaware corporate law. The holders of our common stock do not have cumulative voting rights, which mean that the holders of a plurality of the outstanding
shares can elect all of our directors. All of the shares of our common stock currently issued and outstanding are fully-paid and nonassessable. No dividends have been paid to holders of our common stock since our incorporation, and no cash dividends
are anticipated to be declared or paid in the reasonably foreseeable future.
Transfer Agent
The transfer agent for our common stock is Continental Stock & Transfer Company.
Listing
The shares of our common stock are currently
listed on the NYSE MKT under the symbol TRXC.
Preferred Stock
Our Board has the authority, without further action by the holders of the outstanding common stock, to issue preferred stock from time to time in one or more
classes or series, to fix the number of shares constituting any class or series and the stated value thereof, if different from the par value, as to fix the terms of any such series or class, including dividend rights, dividend rates, conversion or
exchange rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price and the liquidation preference of such class or series.
Anti-Takeover Effects of Certain Provisions of our Certificate of Incorporation, our Bylaws and Delaware Law
Delaware Statute
We are subject to Section 203 of
the Delaware General Corporation Law, which prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction
in which the person became an interested stockholder, unless:
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prior to such date, our board of directors approves either the business combination or the transaction that
resulted in the stockholders becoming an interested stockholder;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owns at least 85% of our outstanding voting stock, excluding shares held by directors, officers and certain employee stock plans; or
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on or after the consummation date, the business combination is approved by our board of directors and by the
affirmative vote at an annual or special meeting of stockholders holding at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.
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For purposes of Section 203, a business combination includes, among other things, a merger,
asset sale or other transaction resulting in a financial benefit to the interested stockholder, and an interested stockholder is generally a person who, together with affiliates and associates of such person:
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owns 15% or more of outstanding voting stock; or
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is an affiliate or associate of ours and was the owner of 15% or more of our outstanding voting stock at any time
within the prior three years.
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Certificate of Incorporation and Bylaw Provisions
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that, among others, could have the effect of delaying,
deferring or discouraging potential acquisition proposals and could delay or prevent a change of control of the Company. The provisions in our certificate of incorporation and bylaws that may have such effect include:
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Preferred Stock. As noted above, our board of directors, without stockholder approval, has the authority
under our certificate of incorporation to issue preferred stock with rights superior to the rights of the holders of common stock. As a result, we could issue preferred stock quickly and easily, which could adversely affect the rights of holders of
our common stock and could be issued with terms calculated to delay or prevent a change of control or make removal of management more difficult.
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Stockholder Meetings. Under our certificate of incorporation, as amended, and bylaws, special meetings of
our stockholders may be called only by the vote of a majority of the entire board of directors or the chairman of the board of directors. Our stockholders may not call a special meeting of the stockholders.
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Requirements for Advance Notification of Stockholder Nominations and Proposals. Our bylaws establish
advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee thereof.
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DESCRIPTION OF DEBT SECURITIES
General
The debt securities that we may issue will
constitute debentures, notes, bonds or other evidences of indebtedness of the Company, to be issued in one or more series. The particular terms of any series of debt securities we offer, including the extent to which the general terms set forth
below may be applicable to a particular series, will be described in a prospectus supplement relating to such series.
Debt securities that we may issue
will be issued under an indenture between us and a trustee qualified to act as such under the Trust Indenture Act of 1939. When we refer to the indenture in this prospectus, we are referring to the indenture under which debt securities
are issued as supplemented by any supplemental indenture applicable to such debt securities. We will provide the name of the trustee in any prospectus supplement related to the issuance of debt securities, and we will also provide certain other
information related to the trustee, including describing any relationship we have with the trustee, in such prospectus supplement.
Unless otherwise
specified in a prospectus supplement, the debt securities will be direct secured or unsecured obligations of the Company. The senior debt securities will rank equally with any of our other unsecured senior and unsubordinated debt. The subordinated
debt securities will be subordinate and junior in right of payment to any senior indebtedness.
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We may issue debt securities from time to time in one or more series, in each case with the same or various
maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the
issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture and will be equal in ranking.
The following statements relating to the debt securities and the indenture are summaries and do not purport to be complete, and are subject in their entirety
to the detailed provisions of the indenture.
Information to be provided in a Prospectus Supplement
The prospectus supplement will set forth the following terms of the debt securities in respect of which this prospectus is delivered:
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the title and denominations of the debt securities of the series;
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any limit on the aggregate principal amount of the debt securities of the series;
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the date or dates on which the principal and premium, if any, with respect to the debt securities of the series
are payable or the method of determination thereof;
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the rate or rates, which may be fixed or variable, at which the debt securities of the series shall bear
interest, if any, or the method of calculating and/or resetting such rate or rates of interest;
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the dates from which such interest shall accrue or the method by which such dates shall be determined and the
duration of the extensions and the basis upon which interest shall be calculated;
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the interest payment dates for the series of debt securities or the method by which such dates will be
determined, the terms of any deferral of interest and any right of ours to extend the interest payments periods;
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the terms and conditions upon which debt securities of the series may be redeemed, in whole or in part, at our
option or otherwise;
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our obligation, if any, to redeem, purchase, or repay debt securities of the series pursuant to any sinking fund
or other specified event or at the option of the holders and the terms of any such redemption, purchase, or repayment;
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the terms, if any, upon which the debt securities of the series may be convertible into or exchanged for
preferred stock or common stock, including, among other things, the initial conversion or exchange price or rate and the conversion or exchange period;
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if the amount of principal, premium, if any, or interest with respect to the debt securities of the series may be
determined with reference to an index or formula, the manner in which such amounts will be determined;
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if any payments on the debt securities of the series are to be made in a currency or currencies (or by reference
to an index or formula) other than that in which such securities are denominated or designated to be payable, the currency or currencies (or index or formula) in which such payments are to be made and the terms and conditions of such payments;
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any changes or additions to the provisions of the indenture dealing with defeasance, including any additional
covenants that may be subject to our covenant defeasance option;
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the currency or currencies in which payment of the principal and premium, if any, and interest with respect to
debt securities of the series will be payable, or in which the debt securities of the series shall be denominated, and the particular provisions applicable thereto in accordance with the indenture;
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the portion of the principal amount of debt securities of the series which will be payable upon declaration of
acceleration or provable in bankruptcy or the method by which such portion or amount shall be determined;
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whether the debt securities of the series will be secured and, if so, on what terms;
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any events of default with respect to the debt securities of the series;
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the identity of any trustees, authenticating or paying agents, transfer agents or registrars;
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the applicability of, and any addition to or change in, the covenants currently set forth in the indenture;
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the subordination, ranking or priority, if any, of the debt securities of the series and terms of the
subordination;
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any other terms of the debt securities of the series which are not prohibited by the indenture; and
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whether securities of the series shall be issuable as registered securities or bearer securities (with or without
interest coupons), and any restrictions applicable to the offering, sale or delivery of such bearer securities and the terms upon which such bearer securities of a series may be exchanged for registered securities, and vice versa.
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Interest Rate
Debt securities
that bear interest will do so at a fixed rate or a floating rate. We may sell, at a discount below the stated principal amount, any debt securities which bear no interest or which bear interest at a rate that at the time of issuance is below the
prevailing market rate. The relevant prospectus supplement will describe the special United States federal income tax considerations applicable to any discounted debt securities and any debt securities issued at par which are treated as having been
issued at a discount for United States federal income tax purposes.
Transfer and Exchange
We may issue debt securities that would be represented by either:
(a) book-entry securities, which means that there will be one or more global securities registered in the name of The Depository
Trust Company, as depository, or a nominee of the depository; or
(b) certificated securities, which means that they will be
represented by a certificate issued in definitive registered form.
We would specify in the prospectus supplement applicable to a particular offering
whether the debt securities offered will be book-entry or certificated securities. Except as set forth under Global Debt Securities and Book-Entry System below, book-entry debt securities would not be issuable in certificated
form.
Certificated Debt Securities
If you hold
certificated debt securities that have been offered by this prospectus, you may transfer or exchange them at the trustees office or at the paying agency in accordance with the terms of the indenture. You would not be charged a service charge
for any transfer or exchange of certificated debt securities, but may be required to pay an amount sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange.
The transfer of certificated debt securities and of the right to receive the principal of, premium and/or interest, if any, on your certificated debt
securities can occur only by surrendering the certificate representing your certificated debt securities and having us or the trustee issue a new certificate to the new holder.
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Global Debt Securities and BookEntry System
If we decided to issue debt securities in the form of one or more global securities, then we would register the global securities in the name of the depository
for the global securities or in the nominee of the depository, and the global securities would be delivered by the trustee to the depository for credit to the accounts of the holders of beneficial interest in the debt securities. Each global
security would:
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be registered in the name of a depositary, or its nominee, that we would identify in a prospectus supplement;
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be deposited with the depositary or nominee or custodian; and
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bear any required legends.
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No global security may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary or any nominee
unless:
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the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be
qualified to act as depositary;
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an event of default has occurred and is continuing with respect to the debt securities of the applicable series;
or
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any other circumstance described in a prospectus supplement has occurred permitting or requiring the issuance of
any such security.
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As long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee
would be considered the sole owner and holder of the debt securities represented by the global security for all purposes under the indentures. Except in the above limited circumstances, owners of beneficial interests in a global security would not
be:
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entitled to have the debt securities registered in their names;
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entitled to physical delivery of certificated debt securities; or
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considered to be holders of those debt securities under the indenture.
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Payments on a global security would be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have laws that require
that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.
Institutions that have accounts with the depositary or its nominee are referred to as participants. Ownership of beneficial interests in a global
security would be limited to participants and to persons that may hold beneficial interests through participants. The depositary would credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities
represented by the global security to the accounts of its participants.
Ownership of beneficial interests in a global security would be shown on and
effected through records maintained by the depositary, with respect to participants interests, or any participant, with respect to interests of persons held by participants on their behalf.
Payments, transfers and exchanges relating to beneficial interests in a global security would be subject to policies and procedures of the depositary. The
depositary policies and procedures may change from time to time. Neither any trustee nor we would have any responsibility or liability for the depositarys or any participants records with respect to beneficial interests in a global
security.
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The prospectus supplement would describe the specific terms of the depository arrangement for debt securities of
a series that are issued in global form. The Company and its agents, the trustee, and any of its agents would not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interests in the global debt security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.
Conversion or Exchange Rights
Debt securities offered
hereby may be convertible into or exchangeable for shares of our common or preferred stock. The terms and conditions of such conversion or exchange will be set forth in the applicable prospectus supplement. Such terms may include, among others, the
following:
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the conversion or exchange price;
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the conversion or exchange period;
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provisions regarding our ability or that of the holder to convert or exchange the debt securities;
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events requiring adjustment to the conversion or exchange price; and
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provisions affecting conversion or exchange in the event of our redemption of such debt securities.
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Covenants
Unless otherwise
indicated in a prospectus supplement, the debt securities would not have the benefit of any covenants that limit or restrict our business or operations, the pledging of our assets or the incurrence by us of indebtedness. We would describe in the
applicable prospectus supplement any material covenants of a series of debt securities.
Concerning the Trustee
We would identify the trustee with respect to any series of debt securities in the prospectus supplement relating to the debt securities. You should note that
if the trustee becomes a creditor of the Company, the indenture and the Trust Indenture Act of 1939 limit the rights of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of certain
claims, as security or otherwise. The trustee and its affiliates may engage in, and would be permitted to continue to engage in, other transactions with us and our affiliates. If, however, the trustee acquires any conflicting interest
within the meaning of the Trust Indenture Act of 1939, it must eliminate the conflict or resign.
The holders of a majority in principal amount of the
then outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee. If an event of default occurs and is continuing, the trustee, in the exercise of
its rights and powers, must use the degree of care and skill of a prudent person in the conduct of his or her own affairs. Subject to this provision, the trustee would be under no obligation to exercise any of its rights or powers under the
indenture at the request of any of the holders of the debt securities, unless they have offered to the trustee reasonable indemnity or security.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase preferred stock or common stock. We may offer warrants separately or together with one or more additional warrants, debt
securities, shares of preferred stock or common stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the prospectus supplement will specify
whether those warrants may be separated from the other securities in the unit prior to the warrants expiration date. We may issue the warrants under
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warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as described in the prospectus supplement. If we issue the warrants under warrant agreements,
the warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
We will describe the particular terms of any warrants that we offer in the prospectus supplement relating to those warrants. Those terms may include the
following:
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the specific designation and aggregate number of warrants, and the price at which we will issue the warrants;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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the date on which the right to exercise the warrants will begin and the date on which the right will expire or,
if the warrants are not continuously exercisable throughout that period, the specific date or dates on which they are exercisable;
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whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in
any combination of these forms;
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any applicable material United States federal income tax considerations;
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the identity of the warrant agent, if any, for the warrants and of any other depositaries, execution or paying
agents, transfer agents, registrars or other agents;
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the designation, aggregate principal amount, currency, denomination and terms of any debt securities that may be
purchased upon exercise of the warrants;
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the designation, amount, currency, denominations and terms of any preferred stock or common stock purchasable
upon exercise of the warrants;
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if applicable, the designation and terms of the debt securities, preferred stock or common stock with which the
warrants are issued and the number of warrants issued with each security;
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if applicable, the date from and after which the warrants and the related debt securities, preferred stock or
common stock will be separately transferable;
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the principal amount of debt securities or the number of shares of preferred stock or common stock purchasable
upon exercise of any warrant and the price at which those shares may be purchased;
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provisions for changes to or adjustments in the exercise price;
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if applicable, the minimum or maximum number of warrants that may be exercised at any one time;
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information with respect to any book-entry procedures;
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any anti-dilution provision of the warrants;
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any redemption or call provisions; and
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and
exercise of the warrants.
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Pursuant to the Amended and Restated Loan and Security Agreement, as amended, among the Company and its U.S.
operating subsidiaries, including TransEnterix Surgical and TransEnterix International, and Oxford Finance LLC and Silicon Valley Bank, as lenders, we have issued warrants to purchase an aggregate of 430,815 shares of common stock to the lenders
since 2012. Pursuant to a stock purchase agreement dated March 22, 2013 among a predecessor of the Company and the investors executing such agreement, warrants to acquire 1,209,600 shares of common stock were issued. As of March 31, 2017,
warrants to acquire 1,426,622 shares of our common stock remain outstanding.
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DESCRIPTION OF UNITS
We may issue units consisting of one or more of the other securities that may be offered under this prospectus, in any combination. These units may be
issuable as, and for a specified period of time may be transferable only as, a single security, rather than as the separate constituent securities comprising such units. The statements made in this section relating to the units are summaries only
and are not complete. When we issue units, we will provide the specific terms of the units in a prospectus supplement. To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the
information in the prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES
If we offer debt securities and/or shares of preferred stock under this prospectus, then, if required at that time, we will provide a ratio of
earnings to fixed charges and/or ratio of combined fixed charges and preference dividends to earnings, respectively, in the applicable prospectus supplement for such offering.
LEGAL MATTERS
Certain legal matters with respect to the securities offered hereby have been passed upon by Ballard Spahr LLP.
EXPERTS
The consolidated financial statements as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016
incorporated by reference in this prospectus have been so incorporated in reliance on the reports of BDO USA, LLP, an independent registered public accounting firm, (the report on the consolidated financial statements contains an explanatory
paragraph regarding the Companys ability to continue as a going concern) incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference in this prospectus the information in other documents that we file with it, which means that we can
disclose important information to you by referring you to those documents containing such information. This prospectus is part of a registration statement we filed with the SEC. You should rely on the information incorporated by reference in this
prospectus and the registration statement. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information and information
contained in documents filed earlier with the SEC. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering; provided, that we are not incorporating by reference any documents or information deemed to have been furnished and not filed in accordance with SEC rules. The documents we are incorporating by reference are:
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our Annual Report on Form 10-K for the year ended December 31, 2016,
filed with the SEC on March 6, 2017;
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our Quarterly Report on Form 10-Q for the quarter ended March 31,
2017, filed on May 10, 2017;
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our Current Reports on Form 8-K filed with the SEC on January 5,
2017 (Items 1.01, 8.01 and 9.01), February
23, 2017 (Item 8.01), April
28, 2017 (Items 1.01, 1.02, 8.01 and 9.01), May 3, 2017 (Item
8.01) and May 10, 2017 (Items 1.01, 1.02, 2.03, 3.03, 8.01 and 9.01);
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our definitive proxy statement on Schedule 14A, filed with the SEC on April 21,
2017; and
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the description of the Companys common stock contained in the Registration Statement on Form 8-A filed on April 7, 2014, and any amendments to each such Registration Statement filed subsequently thereto,
including all amendments or reports filed for the purpose of updating such description.
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We will furnish to you, on written or oral
request, a copy of any or all of the documents that have been incorporated by reference, including exhibits to these documents. You may request a copy of these filings at no cost by writing or telephoning our Secretary at the following address and
telephone number:
TransEnterix, Inc.
Attention: Joshua Weingard, Chief Legal Officer and Secretary
635 Davis Drive, Suite 300
Morrisville, NC 27560
Telephone
No.: (919) 765-8400
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on
Form S-3 under the Securities Act to register our securities being offered in this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all the information set
forth in the registration statement or the exhibits and schedules filed thereto. For further information about us and our securities offered by this prospectus, we refer you to the registration statement and the exhibits and schedules filed with the
registration statement. Any statement contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement is not necessarily complete and each such statement is
qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. You may read and copy any materials we file with the SEC, including the registration statement, at the
SECs Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, on official business days during the hours of 10:00 a.m. to 3:00 p.m. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers,
like us, that file electronically with the SEC. The address of that website is http://www.sec.gov. You may also inspect our SEC reports and other information at our website at www.transenterix.com. Information on or accessible through our website is
not a part of this prospectus. We are subject to the information reporting requirements of the Exchange Act, and file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information are available
for inspection and copying at the public reference room and website of the SEC referred to above.
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14,121,766 Class A Units, consisting of 14,121,766 shares of Common Stock and Warrants to purchase
up to 28,243,532 shares of Common Stock
7,937,057 Class B Units, consisting of 7,937,057 shares of Series A Preferred Stock and Warrants to purchase
up to 15,874,114 shares of Common Stock
(and 52,054,703 shares of common stock issuable upon exercise of such warrants and conversion of the Series A Preferred Stock)
PROSPECTUS SUPPLEMENT
March 6, 2020
Sole
Book-Running Manager
Ladenburg Thalmann
TransEnterix (AMEX:TRXC)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
TransEnterix (AMEX:TRXC)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024