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

August 7, 2020
Date of Report (date of earliest event reported)

_________________

TransEnterix, Inc.

(Exact name of Registrant as specified in its charter)

_________________

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

635 Davis Drive, Suite 300
Morrisville, North Carolina 27560
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock $0.001 par value per share	TRXC	NYSE American

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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

TransEnterix, Inc. (the “Company”) has hired Shameze Rampertab to the role of Executive Vice President and Chief Financial Officer, with an expected start date of August 24, 2020. Mr. Rampertab, CPA, CA, 53, previously served as Interim Chief Executive Officer (December 2019 to June 2020), Chief Financial Officer (March 2016 to August 2020), and Corporate Secretary and a director (April 2016 to August 2020) of Zomedica Pharmaceuticals Corp., a development stage veterinary diagnostic and pharmaceutical company. Prior to his employment with Zomedica Pharmaceuticals Corp., Mr. Rampertab acted as an independent consultant for a number of companies in respect of which he provided general financial advisory and accounting services, from November 2015 to March 2016. He has served as the chief financial officer of multiple publicly-traded health care companies including Profound Medical Corp. from October 2014 to November 2015 and Intellipharmaceutics International Inc. from October 2010 to October 2014. Mr. Rampertab is a chartered professional accountant and chartered accountant with twenty years of experience in capital markets, strategic planning and analysis. He holds an MBA from McMaster University and a Bachelor's degree in molecular genetics and molecular biology from the University of Toronto.

Mr. Rampertab has not engaged in a related party transaction that is required to be reported under Item 5.02(c) of Form 8-K or Item 404(d) of Regulation S-K of the Securities Exchange Act of 1934, nor does he have a family relationship with an existing officer or director of the Company.

The Company and Mr. Rampertab are currently negotiating an employment agreement, and the terms of the agreement have not been finalized. The Company will file an amendment to this Current Report on Form 8-K under Item 5.02 summarizing the material terms and conditions of Mr. Rampertab’s employment agreement within four business days after the agreement is executed by the parties thereto.

On August 7, 2020, the Company notified Brett Farabaugh that his last day of employment as Interim Chief Financial Officer of the Company will be August 21, 2020. His departure is not due to any disagreement related to the Company’s operations, financial statements, internal controls, auditors, policies or practices.

Item 8.01 Other Events.

The Company issued a press release on August 13, 2020, announcing the hiring of Mr. Rampertab as the Company’s Executive Vice President and Chief Financial Officer. The full text of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No. Description

99.1 Press Release dated August 13, 2020.

104 Cover Page Interactive Data File (formatted in inline XBRL).

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 13, 2020	/s/ Anthony Fernando
	Anthony Fernando
	President and Chief Executive Officer

2

EX-99.1

Exhibit 99.1

August 13, 2020

TransEnterix Announces Appointment of Shameze Rampertab as Chief Financial Officer

RESEARCH TRIANGLE PARK, N.C.--(BUSINESS WIRE)-- TransEnterix, Inc. (NYSE American: TRXC), a medical device company that is digitizing the interface between the surgeon and the patient to improve minimally invasive surgery, today announced that Shameze Rampertab has been appointed as the Company’s Executive Vice President and Chief Financial Officer, effective August 24, 2020.

“We are delighted to welcome Shameze to our team during this important time in TransEnterix’s journey,” said Anthony Fernando, TransEnterix President and Chief Executive Officer. “His extensive experience at implementing financial strategies and sourcing equity and debt financing options will be invaluable as we continue towards our goals for 2020 and beyond. I am confident Shameze will make an immediate positive impact on the organization and help lead TransEnterix through its next phase of growth.”

Mr. Rampertab brings over 20 years of financial leadership experience in the healthcare sector to the Company. In addition to significant experience in corporate leadership roles, his background also includes time spent as an investment banker and sell-side equity research analyst. Most recently, Mr. Rampertab served as interim Chief Executive Officer (December 2019 to June 2020), Chief Financial Officer (March 2016 to August 2020), and Corporate Secretary and a director (April 2016 to August 2020) at Zomedica Pharmaceuticals Corp., an animal health company. Before joining Zomedica, he served as CFO and Secretary (October 2014 to November 2015) at Profound Medical Corp., a thermal ablation medical device company. Prior to that, he was CFO and Vice President of Finance (October 2010 to October 2014) for Intellipharmaceutics International Inc., a NASDAQ and TSX listed specialty pharmaceutical company. He received his Chartered Professional Accountant (CPA) and Chartered Accountant (CA) designations from the Chartered Professional Accountants of Canada, and earned his MBA from McMaster University and Bachelor of Science in molecular genetics and molecular biology from the University of Toronto.

Mr. Rampertab added, “I am thrilled to join TransEnterix, a company I have long admired for its innovative robotic solutions to enable digital laparoscopy. I look forward to working with Anthony and the entire team to deliver commercial adoption and drive long-term growth.”

About TransEnterix

At TransEnterix, Inc., we are digitizing the interface between the surgeon and the patient to improve minimally invasive surgery (MIS) through a new category of care called Digital Laparoscopy. Digitizing the interface enables the use of advanced capabilities like augmented intelligence, connectivity and robotics in laparoscopy, and allows us to address the current clinical, cognitive and economic shortcomings in surgery. The system features the first machine vision system for use in robotic surgery which is powered by the new intelligent Surgical Unit (ISU) that enables augmented intelligence in surgery.The Senhance® Surgical System brings the benefits of Digital Laparoscopy to patients around the world while staying true to the principles of value-based healthcare. Learn more about Digital Laparoscopy with the Senhance Surgical System here: https://Senhance.com/. Now available for sale in the US, the EU, Japan, and select other countries. For a complete list of indications for use, please visit https://www.transenterix.com/indications-for-use/.

Forward-Looking Statements

This press release includes statements regarding the appointment of Shameze Rampertab as the Company’s Executive Vice President and Chief Financial Officer. 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 whether Mr. Rampertab’s extensive experience will be invaluable as TransEnterix continues towards its 2020 goals and beyond; whether Mr. Rampertab can help lead TransEnterix through its next phase of growth and whether Mr. Rampertab, working with Anthony Fernando and the entire TransEnterix team, can deliver commercial adoption and drive long-term growth. For a discussion of the risks and uncertainties associated with TransEnterix and its 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, 2019, filed with the SEC on March 16, 2020 and our 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 press release and speak only as of the origination date of this press release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Mark Klausner, +1 443-213-0501

invest@transenterix.com

or

Media Contact:

Terri Clevenger, +1 203-682-8297

terri.clevenger@icrinc.com

XML

Document And Entity Information	Aug. 07, 2020
Document Information [Line Items]
Entity, Registrant Name	TransEnterix, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 07, 2020
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-19437
Entity, Tax Identification Number	11-2962080
Entity, Address, Address Line One	635 Davis Drive
Entity, Address, Address Line Two	Suite 300
Entity, Address, City or Town	Morrisville
Entity, Address, State or Province	NC
Entity, Address, Postal Zip Code	27560
City Area Code	919
Local Phone Number	765-8400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	TRXC
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000876378