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TransEnterix Announces Pricing of $15 Million Underwritten Public Offering
RESEARCH TRIANGLE PARK, N.C.(BUSINESS WIRE)March 6, 2020 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 it has priced its previously announced underwritten offering of units. The offering was comprised of (i) units of common stock and warrants to purchase shares of common stock and (ii) units of convertible preferred stock and warrants to purchase shares of common stock.
The offering was comprised of 14,121,766 common shares, 7,937,057 preferred shares, and series A warrants to purchase 22,058,823 shares of common shares and series B warrants to purchase 22,058,823 shares of common shares at a combined price of $0.68 per unit, resulting in gross proceeds of approximately $15.0 million. Each warrant has an exercise price of $0.68 per common share, and is exercisable at any time on or after the date of issuance. The series A warrants expire one year from the date of issuance and the series B warrants expire five years from the date of issuance. The convertible preferred stock issued in this transaction includes a beneficial ownership limitation on conversion, but has no dividend rights (except to the extent that dividends are also paid on the common stock), liquidation preference or other preferences over common stock, and has no voting rights. The conversion price of the Series A convertible preferred stock in the offering as well as the exercise price of the warrants are fixed and do not contain any variable pricing features or any price-based anti-dilutive features. The common shares, preferred shares, and the accompanying warrants can only be purchased together in this offering but will be issued separately.
The offering is expected to close on or about March 10, 2020, subject to the satisfaction of customary closing conditions. The Company has also granted to the underwriter a 45-day option to purchase up to an additional 3,308,823 common shares and/or warrants to purchase up to 6,617,649 common shares, at the public offering price per common share and warrant, less underwriter discounts and commissions.
Ladenburg Thalmann & Co. Inc. is acting as sole book-running manager in connection with the offering.
A shelf registration statement relating to the units being sold in this offering was previously filed with the U.S. Securities and Exchange Commission (the SEC) on May 10, 2017 and was declared effective on May 17, 2017. The offering is being made by means of a preliminary prospectus supplement and accompanying prospectus filed with the SEC. A final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SECs website located at http://www.sec.gov. When available, copies of the final prospectus supplement can be obtained at the SECs website at www.sec.gov or from Ladenburg Thalmann & Co. Inc., Prospectus Department, 277 Park Avenue, 26th Floor, New York, New York 10172 or by email at firstname.lastname@example.org.
The following information was filed by Transenterix Inc. (TRXC) on Friday, March 6, 2020 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.
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