As filed with the Securities and Exchange Commission on February 7, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TRANSENTERIX, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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11-2962080
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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635 Davis Drive, Suite 300
Morrisville, NC 27560
(919) 765-8400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Brett Farabaugh
Interim
Chief Financial Officer
635 Davis Drive, Suite 300
Morrisville, NC 27560
(919) 765-8400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Mary J. Mullany, Esquire
Ballard Spahr LLP
1735
Market Street, 51st Floor
Philadelphia, PA 19103
(215) 864-8631
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only
securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company
and emerging growth company in Rule 12b-2 of the Exchange Act (Check one):
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering Price
Per Security(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee
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Common stock, par value $0.001 per share
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2,500,000
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$1.28
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$3,200,000
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$415.36
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(1)
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Represents additional shares issuable upon the exercise of the Companys outstanding Series B Warrants. The
Series B Warrants were originally issued and sold pursuant to the Companys registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the SEC) on
November 7, 2014 and was declared effective on December 19, 2014 (File No. 333-199998).
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), the
securities registered hereunder include such indeterminate number of securities as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(g) under the
Securities Act, based upon the average of the high and low sales price of our common stock as reported on the NYSE American on February 5, 2020.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.