XML 36 R25.htm IDEA: XBRL DOCUMENT v3.5.0.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2016
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

19. Commitments and Contingencies

Contingent Consideration

As discussed in Note 3, in September 2015, the Company completed the ALF-X Acquisition using a combination of cash, stock and potential post-acquisition milestone payments. These milestone payments may be payable in the future, depending on the achievement of certain regulatory and commercial milestones. The maximum amount of the aggregate milestone payments could be €27.5 million. As of June 30, 2016, the fair value of the contingent consideration was $25.3 million.

19. Commitments and Contingencies (Continued)

Operating Leases

On November 2, 2009, TransEnterix Surgical entered into an operating lease for its corporate offices for a period of five years commencing in April 2010. On June 12, 2014, the Company entered into a lease amendment extending the term of the lease for a period of 3 years and 2 months commencing on May 1, 2015 and expiring on June 30, 2018, with an option to renew for an additional three years. On October 25, 2013, the Company entered into an operating lease for its warehouse for a period of four years and four months commencing in January 2014, with an option to renew for an additional six years. On May 12, 2016, TransEnterix Italia S.r.l entered into an operating lease for its corporate offices for a period of six years and three months commencing in May 2016.

Rent expense was approximately $345,000 and $298,000 for the six months ended June 30, 2016 and 2015, respectively.

The Company’s approximate future minimum payments for its operating lease obligations that have initial or remaining noncancelable terms in excess of one year as of December 31, 2015 are as follow:

 

 

 

Years ending

December 31,

(In thousands)

 

2016

 

$

592

 

2017

 

 

710

 

2018

 

 

579

 

2019

 

 

289

 

2020

 

 

289

 

Thereafter

 

 

457

 

Total

 

$

2,916

 

 

Legal Proceedings

 

On June 2, 2016, a stockholder filed a putative class action complaint, Ashok V. Bankley, individually and on behalf of all others similarly situated vs. TransEnterix, Inc., Todd M. Pope and Joseph P. Slattery, in the United States District Court for the Eastern District of North Carolina (Case No. 5:16-cv-00313-D) (the “Bankley Action”), against TransEnterix, Inc. (the “Company”) and two of its executive officers on behalf of all persons who purchased or otherwise acquired the Company’s common stock between February 10, 2016 and May 10, 2016.   The complaint in the Bankley Action alleges that the defendants made false and misleading public statements related to the Company's SurgiBot System and its 510(k) application in violation of certain federal securities laws.  The complaint in the Bankley Action seeks class certification for a class consisting of all persons who purchased or otherwise acquired the Company’s common stock between February 10, 2016 and May 10, 2016, unspecified monetary damages, costs, and attorneys’ fees.  On June 9, 2016, a different stockholder filed another putative class action complaint, Thomas Ravey, individually and on behalf of all others similarly situated vs. TransEnterix, Inc., Todd M. Pope and Joseph P. Slattery, in the United States District Court for the Middle District of North Carolina (Case No. 1:16-cv-599) (the “Ravey Action”).  The Ravey Action asserted substantially similar claims against the same defendants and seeks substantially similar relief as the Bankley Action.  On August 4, 2016, the plaintiff in the Ravey Action voluntarily dismissed the Ravey Action.  On August 4, 2016, the defendants filed a motion to dismiss the Bankley Action for failure to state a claim under the securities laws.

 

On July 8, 2016, a stockholder filed a putative derivative complaint, Otto Pikal v. Todd M. Pope, et al., in the General Court of Justice, Superior Court Division, Wake County, North Carolina (case number 16CV008930), on behalf of the Company against certain of our current officers and directors.  The complaint alleges, among other things, that the defendants breached their fiduciary duties by disseminating false and misleading information to the Company’s shareholders relating to the Company’s SurgiBot System and its 510(k) application in violation of certain federal securities laws and by failing to ensure that the Company maintained adequate internal controls.  The complaint seeks, among other things, unspecified monetary damages and an order directing the Company to take steps to improve its corporate governance and to protect the Company and its stockholders from future wrongdoing such as that alleged in the complaint. The defendants have not been served with the suit, and the time for defendants to respond to the complaint has not yet expired.

 

On April 25, 2016, Intuitive Surgical, Inc. and its French subsidiary, Intuitive Surgical SAS (collectively, “Intuitive”), brought a request for unilateral measures of enquiry in front of the President of the Commercial Court of Toulon (France) (the “President”) against two employees of TransEnterix International, Inc. alleging that the company, through these two employees, engaged in acts of unfair competition. On May 3, 2016, the President rendered an order granting Intuitive’s request for unilateral measures of enquiry with respect to its allegations (the “Order”). On June 28, 2016, TransEnterix International filed a writ challenging the Order and requesting that it be withdrawn by the President. The parties are awaiting the President’s decision with respect to TransEnterix International’s challenge and withdrawal request, which is expected to occur in September 2016.