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Item 1.01
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Entry into a Material Definitive Agreement.
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On September 24, 2018, TransEnterix, Inc. (the “Company”) announced that it had entered into an Asset Purchase Agreement, dated
September 23, 2018 (the “Purchase Agreement”) with MST Medical Surgery Technologies Ltd., an Israeli private company (the “Seller”), and two of the Company’s wholly owned subsidiaries, as purchasers of the assets of the
Seller, including the intellectual property assets (collectively, the “Buyers”).
The Seller’s assets consist of intellectual property and
tangible assets related to surgical analytics with its core image analytics technology designed to empower and automate the surgical environment, with a focus on medical robotics and computer-assisted surgery. The Seller’s core technology is a
software-based image analytics information platform powered by advanced visualization, scene recognition, artificial intelligence, machine learning and data analytics.
Under the terms of the Purchase Agreement, at the closing the Buyers will purchase substantially all of the assets of the Seller. The acquisition price is
paid in two tranches. At the closing of the transaction the Buyers will pay $5.8 million in cash and the Company will issue 3.15 million shares of the Company’s common stock (the “Securities Consideration”) to be paid at
closing and $6,600,000 in additional consideration, payable in cash, stock or cash and stock, at the discretion of the Company, within one year after the closing date.
The issuance of the Securities Consideration will be effected as a private placement of securities under Section 4(a)(2) of the Securities Act of 1933,
as amended and Regulation D promulgated thereunder. The Securities Consideration to be issued represents approximately 1.5% of the Company’s outstanding common stock. The Company will enter into a Registration Rights Agreement with the Seller
at closing, and the Seller will enter into a
Lock-Up
Agreement at closing restricting its ability to transfer the Securities Consideration for up to eighteen months after the closing.
The Purchase Agreement contains customary representations and warranties of the parties and the parties have customary indemnification obligations, which are
subject to certain limitations described further in the Purchase Agreement.
The closing of the transactions contemplated by the Purchase Agreement are
expected to occur in the fourth quarter of 2018.
The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety
by reference to the complete text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form
8-K
and incorporated by reference herein.
The press release announcing the entry into the Purchase Agreement and the transactions contemplated thereby is attached as Exhibit 99.1 to this Current
Report on Form
8-K
and incorporated by reference herein.
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