8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 8, 2015

Date of Report (date of earliest event reported)

TransEnterix, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	0-19437	11-2962080
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

635 Davis Drive, Suite 300

Morrisville, North Carolina

(Address of principal executive offices)

919-765-8400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Company Presentation

TransEnterix, Inc. (the “Company”) updated its Company presentation (the “Presentation”) on June 8, 2015. A copy of the Presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Presentation will be used during investor meetings beginning on June 8, 2015.

Press Release

On June 8, 2015, the Company announced that it intends to conduct a public offering (the “Offering”) of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public to be determined. The net proceeds from the Offering will be used for research and development, sales, marketing and commercialization related to its SurgiBot^TM system, working capital and other general corporate purposes.

The Common Stock is being offered and sold pursuant to a prospectus dated December 19, 2014 and a final prospectus supplement to be filed with the U.S. Securities and Exchange Commission (the “SEC”), in connection with a takedown from the Company’s effective shelf registration statement on Form S-3 (File No. 333-199998) declared effective by the SEC on December 19, 2014. A preliminary prospectus supplement with respect to the Offering was filed with the SEC on June 8, 2015. No sales will be made to the public until such time as a final prospectus supplement has been filed with the SEC.

The Common Stock is to be issued pursuant to an Underwriting Agreement to be entered into with Stifel, Nicolaus & Company, Incorporated and RBC Capital Markets, LLC as the joint book-running managers. Raymond James Financial, Inc. and BTIG, LLC are acting co-managers for the Offering.

On June 8, 2015, the Company issued a press release announcing the anticipated Offering. A copy of the press release is attached as Exhibit 99.2 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	TransEnterix, Inc. Company presentation dated June 8, 2015.
99.2	Press release, dated June 8, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANSENTERIX, INC.
Date: June 8, 2015	/s/ Joseph P. Slattery
	Joseph P. Slattery
	Executive Vice President and Chief Financial Officer

EX-99.1

Todd M. Pope, President & CEO

Joe Slattery, EVP & CFO

June 8, 2015

Exhibit 99.1

Cautionary Statement

TransEnterix,

Inc.

(“TransEnterix,”

“we”

or

“our”)

has

filed

a

registration

statement

(including

a

prospectus)

and

a

preliminary

prospectus

supplement

with

the

Securities

and

Exchange

Commission

(“SEC”)

for

the

offering

to

which

this

presentation

relates.

Before

you

invest

you

should

read

the

prospectus

and

the

preliminary

prospectus

supplement

in

that

registration

statement

and

the

other

documents

TransEnterix

has

filed

with

the

SEC

for

more

complete

information

about

TransEnterix

and

the

offering.

Any

statements

contained

in

this

presentation

that

do

not

describe

historical

facts,

including

statements

about

the

beliefs

and

expectations

of

TransEnterix

and

other

statements

regarding

our

future

plans

and

goals,

may

constitute

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933

and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

and

are

intended

to

qualify

for

the

safe

harbor

from

liability

established

by

the

Private

Securities

Litigation

Reform

Act

of

1995.

These

forward-looking

statements

can

be

identified

by

terminology

such

as

"will,"

"expect,"

"anticipate,"

"future,"

"intend,"

"plan,"

"believe,"

"estimate,"

"confident"

and

similar

statements.

Any

forward-looking

statements

contained

herein

are

based

on

current

expectations,

but

are

subject

to

a

number

of

risks

and

uncertainties

that

may

cause

actual

results

to

differ

materially

from

expectations.

Such

statements

are

subject

to

risks

and

uncertainties

that

are

often

difficult

to

predict,

are

beyond

our

control,

and

which

may

cause

results

to

differ

materially

from

expectations.

Factors

that

could

cause

our

results

to

differ

materially

from

those

described

include,

but

are

not

limited

to,

whether

the

SurgiBot

TM

System's

510(k)

application

submitted

on

June

1,

2015

will

be

cleared

by

the

U.S.

FDA,

the

pace

of

adoption

of

our

products

by

surgeons,

the

success

and

market

opportunity

of

our

products,

most

notably

the

SurgiBot

System,

the

effect

on

our

business

of

existing

and

new

regulatory

requirements,

and

other

economic

and

competitive

factors.

For

a

discussion

of

the

most

significant

risks

and

uncertainties

associated

with

TransEnterix's

business,

please

review

our

filings

with

the

SEC,

including

our

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2014

filed

with

the

SEC

on

February

20,

2015,

and

other

filings

we

make

with

the

SEC.

You

are

cautioned

not

to

place

undue

reliance

on

these

forward

looking

statements,

which

are

based

on

our

expectations

as

of

the

date

of

this

presentation

and

speak

only

as

of

the

date

of

this

presentation.

We

undertake

no

obligation

to

publicly

update

or

revise

any

forward-looking

statement,

whether

as

a

result

of

new

information,

future

events

or

otherwise.

2

Advancing Surgery

Through Innovation

Transaction Overview

Issuer:

TransEnterix, Inc.

Ticker (Exchange):

TRXC (NYSE MKT)

Amount Offered:

$50 million common stock

Option to Purchase

Additional

Shares:

15%

Lock-up Provision:

90 days

Expected Pricing:

XXXXX

Bookrunners:

Stifel / RBC Capital Markets

Use of Proceeds:

For research and development, sales and

marketing, and commercialization related to our

SurgiBot

TM

System, working capital and other

general corporate purposes.

Investment Highlights

The SurgiBot System

is currently in development

•

Surgical robotics

Focus

•

Developing patient-side robotic platform,

SurgiBot System

Technology

•

Addresses unmet needs in today’s robotic offerings

•

Cost effective

•

Broad procedure applicability

Solution

•

Large

addressable

market

–

~2M

US

procedures

Market

•

Strong management team

Experience

Surgical Progress = Less Invasive

6

Open Surgery

Rigid

Laparoscopy

(1989)

Flexible

Laparoscopy

(2010)

Spider Surgical System

Enabling Flexible Laparoscopy

•

Internal (intra-abdominal)

triangulation

•

Flexible, articulating instruments

for dissection and retraction

•

True left/right instrumentation

•

Lower profile port of access

•

Over 3,500 procedures

performed

•

Broad procedural mix

7

Robotically-enabled

Laparoscopic Platform

The SurgiBot System

is currently in development

Benefits of Surgical Robotics

9

Benefits of

Surgical

Robotics

Improved

dissection and

retraction

strength

Enhanced

precision and

control

Improved

surgeon

ergonomics

Advanced

visualization

SurgiBot

Patient-side Robotic Platform

3DHD Vision

Cart

SurgiBot

The SurgiBot System

is currently in development

SurgiBot Patient-side Robotic Platform

The SurgiBot System

is currently in development

[Video of SurgiBot™ System]

SurgiBot

Patient-side Robotic Platform

The SurgiBot System

is currently in development

Surgeon scrubbed-in

Easily repositioned for multi-

quadrant surgery

Flexible, articulating channels &

instruments

Steerable 3DHD Vision

Small, mobile platform

Cost effective platform

Procedure Market Opportunity

13

Bariatric Surgery

Cholecystectomy

Colorectal

Gynecology/Urology

Targeted US

Procedures

160K

1,140K

363K

230K

Source: Millennium Research Group US Markets Laparoscopic Devices 2014

~2M US

Laparoscopic

Procedures

Hospital Market Opportunity

14

Hospitals

without

Robotic Capability

•

Current robotic offerings

are not cost effective

•

System price

•

Limited procedure volume

•

Surgery centers –

untapped market for

robotics

•

Losing market share to

robotic facilities

•

Large underpenetrated

OUS opportunity

Hospitals with

Robotic Capability

•

Invested in the strategic

and competitive value of

robotic surgery

•

ROI expectations

changing/under pressure

•

Potential for

diversification of robotic

solutions

•

Procedures

•

Price

•

Facilities

Significant Base of Underserved Hospitals

15

Mid/Small

Hospitals

•

>3,000 w/ <300

beds

•

>80% lack robotic

offering

•

Losing market share

to robotic facilities

•

Represent >800K

target annual

procedures

Surgery Centers

•

~5,000 in US

•

Economics driving

rapid procedure

growth

•

SurgiBot will offer

versatility and cost

benefits

Combining Advanced Technology AND Maximizing Value

16

Price

Surgical Robotics

>$2B Revenue

High Growth

Traditional

Laparoscopy

>$10B Revenue

Low Growth

Recurring Revenue Model

•

US Pricing:

•

Capital sale ~$500K

•

Instruments ~$1,000-1,500/procedure

•

Service ~$50K/year

•

International:

•

Market-specific pricing

•

Distributors provide service/support

17

Instruments and

Accessories

Service

Capital Equipment

The SurgiBot System

is currently in development

Highlights –

Instrumentation

18

Instrumentation Needs

By Procedure

Status

Chole

Bariatrics

GYN

SPIDER

SurgiBot

Grasper

Launched

Developed

Dissector

Launched

Developed

Hook

Launched

Developed

Clip

Applier

Launched

Developed

Shears

Launched

Developed

Suction Irrigator

Launched

Developed

Needle

Driver

Launched

Developed

Advanced

Energy

Launched

Development

Bipolar Energy

3

rd

Party

Development

Stapler

3

rd

Party

3

rd

Party

The SurgiBot System

is currently in development

Advanced Energy

Superior

Visualization

–

360

Degree

Articulation

[Video of Flex Ligating Shears as

Compared to Competition]

Milestones

•

510(k) submitted

June 2015

•

Anticipate 6-9 month

review cycle

•

Anticipate commercial

launch Q2 2016

20

The SurgiBot System

is currently in development

Operating Capabilities & Talent

21

Rapid Prototyping

R&D Team

Broad Experience

cGMP Manufacturing

Prior

Experience

Todd M. Pope

President and Chief Executive Officer

Joe Slattery

EVP

and

Chief Financial Officer

Mohan Nathan

Vice President of Global Marketing

Vernon Brown

Vice President, Quality and Regulatory Affairs

Nicole Bell

Vice President, Research and Development

Larry Pope

Vice President, Operations

Management Team

22

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

TransEnterix, Inc. Announces Proposed Public Offering of Common Stock

RESEARCH TRIANGLE PARK, N.C. – June 8, 2015 – TransEnterix, Inc. (NYSE MKT: TRXC), a medical device company that is pioneering the use of robotics and flexible instruments to improve minimally invasive surgery, today announced it intends to offer shares of its common stock in an underwritten public offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering. TransEnterix plans to use the net proceeds from this offering for research and development, sales, marketing, and commercialization related to its SurgiBot™ System, working capital and other general corporate purposes.

Stifel and RBC Capital Markets are acting as the joint book-running managers and Raymond James and BTIG are acting as co-managers for the offering.

This offering is being made pursuant to a preliminary prospectus supplement and accompanying prospectus dated December 19, 2014, filed as part of TransEnterix’s effective $100 million shelf registration statement. Copies of the preliminary prospectus supplement and accompanying prospectus relating to these securities may be obtained by contacting Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by calling (415) 364-2720 or by emailing Syndprospectus@stifel.com, or RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, by calling (877) 822-4089 or by emailing equityprospectus@rbccm.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About TransEnterix

TransEnterix is a medical device company that is pioneering the use of robotics and flexible instruments to improve minimally invasive surgery by addressing the economic and clinical challenges associated with current laparoscopic and robotic options. The company is focused on the development and commercialization of the SurgiBot System, a robotically enhanced laparoscopic surgical platform that allows the surgeon to be patient-side within the sterile field.

Forward Looking Statements

This press release includes statements relating to the proposed offering of our common stock. These statements and other statements regarding our future plans and goals constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that are often difficult to predict, are beyond our control, and which may cause results to differ materially from expectations and include our expectations regarding the proposed offering and use of proceeds. For a discussion of the most significant risks and

uncertainties associated with TransEnterix’s business, please review our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise.

# # #

Media Contact:

Mohan Nathan, 919-917-6559

mnathan@transenterix.com

Investor Contact:

Westwicke Partners

Mark Klausner, 443-213-0501

transenterix@westwicke.com