UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 12, 2019, TransEnterix, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) pursuant to which the Company may sell from time to time, at its option, up to an aggregate of $25,000,000 of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), through Cantor, as sales agent (the “ATM Offering”). Pursuant to the Sales Agreement, sales of the Common Stock, if any, will be made under the Company’s previously filed and currently effective Registration Statement on Form S-3 (File No. 333-217865), at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, as amended (the “Securities Act”).
Subject to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell, on the Company’s behalf, any shares of Common Stock to be offered by the Company under the Sales Agreement. Cantor will offer the Common Stock subject to the terms and conditions of the Sales Agreement on a daily basis or as otherwise agreed upon by the Company and Cantor. The Company will designate the maximum amount of Common Stock to be sold through Cantor on a daily basis or otherwise determine such maximum amount together with Cantor. The Company may instruct Cantor not to sell Common Stock if the sales cannot be effected at or above the price designated by the Company in any such instruction. The Company or Cantor may suspend the offering of Common Stock being made through Cantor under the Sales Agreement upon proper notice to the other party.
The aggregate compensation payable to Cantor as sales agent shall be equal to 3.0% of the aggregate gross proceeds from each sale of the Company’s Common Stock under the Sales Agreement. In addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution to Cantor against certain civil liabilities, including liabilities under the Securities Act. In addition, the Company has agreed to reimburse Cantor for certain expenses incurred in connection with the offering of the Common Stock pursuant to the Sales Agreement, up to a maximum of $50,000. The total expenses for the offering payable by the Company, excluding commissions and reimbursements payable to Cantor under the Sales Agreement, will be approximately $125,000.
The offering of Common Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the shares of Common Stock subject to the Sales Agreement and (ii) termination of the Sales Agreement by the Company or by Cantor.
The Sales Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.
| Item 1.02 | Termination of a Material Definitive Agreement. |
Effective August 12, 2019, the Company terminated the At-the-Market Equity Offering Sales Agreement dated December 28, 2018 (the “Stifel Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) pursuant to which the Company was entitled to sell from time to time, at its option, up to an aggregate of $75,000,000 of shares of the Company’s Common Stock through Stifel, as sales agent. The Company sold no shares of its Common Stock under the Stifel Sales Agreement.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| 1.1 |
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| 5.1 |
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| 23.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: August 12, 2019 |
/s/ Joseph P. Slattery | |||||
| Joseph P. Slattery | ||||||
| Executive Vice President and Chief Financial Officer |