TRXC TransEnterix Inc New

Item 1.01 Entry into a Material Definitive Agreement.

 

On January 12, 2021, TransEnterix, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Offering”), 25,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price per share of $1.25 for aggregate gross proceeds to the Company of $31.25 million, before deducting fees payable to the placement agent and other Offering expenses payable by the Company.

 

The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (333-236200) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “Commission”) on January 31, 2020 and declared effective by the Commission on February 10, 2020.

 

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates indicated therein, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of such agreement.

 

Pursuant to an engagement agreement (the “Engagement Agreement”), dated as of January 11, 2021, between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), Wainwright agreed to serve as the exclusive placement agent for the Company in connection with the Offering. The Company agreed to pay Wainwright a cash fee equal to 7.75% of the aggregate gross proceeds of the shares of Common Stock sold in the Offering, $85,000 for non-accountable expenses and up to $15,950 for clearing expenses. The net proceeds received by the Company from the Offering will be used for working capital purposes.

 

The foregoing summary of the Purchase Agreement and Engagement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Purchase Agreement attached as Exhibit 10.1 and the Engagement Agreement attached as Exhibit 10.2 to this Current Report on Form 8-K (this “Current Report”), which are incorporated herein by reference. The Purchase Agreement and Engagement Agreement are attached hereto as exhibits to provide interested persons with information regarding their terms but are not intended to provide any other factual information about the Company.

 

A copy of the legal opinion and consent of Ballard Spahr LLP, counsel to the Company, relating to the Shares is attached as Exhibit 5.1 to this Current Report.