SFES Safeguard Scientifics New (QX)

INFORMATION STATEMENT

GENERAL INFORMATION

TransEnterix, Inc., a Delaware corporation, with its principal executive offices located at 635 Davis Drive, Suite 300, Morrisville, North Carolina, 27560, is sending you the attached Notice and this Information Statement to notify you of an action that the holders of a majority of our outstanding voting stock have taken by written consent in lieu of a meeting of stockholders. References in this Information Statement to the “Company,” “we,” “our,” “us” and “TransEnterix” are to TransEnterix, Inc.

The record date for determining stockholders of recorded entitled to receive this Information Statement is February 12, 2014 (the “Record Date”). Copies of this Information Statement are being mailed on or about February 21, 2014 to the holders of record on the Record Date of the outstanding shares of our Common Stock (the “Stockholders”).

Action by Written Consent

The following action was approved by the written consent of the holders of shares of Common Stock representing approximately 66% of the total issued and outstanding shares of capital voting stock of the Company (the “Majority Stockholders”) in lieu of a meeting of stockholders to authorize the Board of Directors (the “Board”) to file a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect, at a time within the discretion of our Board, a reverse stock split (pro-rata reduction of outstanding shares) of Common Stock at a reverse split ratio in the range of between 1-for-2 and 1-for-10 (the “Reverse Stock Split”), which specific ratio will be determined by our Board, in its discretion, prior to authorizing the filing the Certificate of Amendment (the “Action”). We have attached as Schedule A hereto a form of the proposed Certificate of Amendment.

The approval becomes effective on the date that is 20 days after this Information Statement is first mailed or otherwise delivered to our security holders.

Stockholders Entitled to Receive Notice of Action by Written Consent

Stockholders may take action pursuant to a written consent in lieu of a meeting of stockholders in accordance with Section 228 of the DGCL, which provides that the written consent of the holders of outstanding shares of voting stock, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a meeting. In order to eliminate the costs involved in holding a meeting of stockholders, our Board elected to utilize the written consent of the holders of at least a majority in interest of our voting securities for the Action. As required by the SEC rules and in accordance with Rule 14c-2(b) of the Exchange Act, we will mail the Notice and Information Statement to all of our Stockholders on or about February 21, 2014.

Only holders of record of our Common Stock at the close of business on the Record Date are entitled to notice of the action taken by written consent.

Effective Date of Action by Written Consent

Pursuant to Rule 14c-2 promulgated under the Exchange Act, the earliest date that the corporate action being taken pursuant to the written consent can become effective is 20 days after the first mailing or other delivery of this Information Statement. After the foregoing 20-day period, we will file the Certificate of Amendment with the Secretary of State of the State of Delaware, which filing will result in the Reverse Stock Split. We recommend that you read this Information Statement in its entirety for a full description of the Action approved by the Majority Stockholders.

Dissenters’ Rights of Appraisal

No dissenter’s rights are afforded to our stockholders under Delaware law as a result of the adoption of the Action.

Costs of the Information Statement

We are mailing this Information Statement and will bear the costs associated therewith. We are not making any solicitation. We will reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending the Information Statement to beneficial owners of our Common Stock.

ACTION TO BE TAKEN

With respect to the Action described in this Information Statement, the Board reserves the right, notwithstanding that the Majority Stockholders have approved each action, to elect not to proceed with the Action if the Board, in its sole discretion, determines that it is no longer in the Company’s best interests and the best interests of the Stockholders to consummate the Action.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent our expectations or beliefs concerning future events. When used in this Information Statement, the terms “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to us, are intended to identify forward-looking statements. We undertake no obligation to update, and we do not have a policy of updating or revising, these forward-looking statements.

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ACTION: APPROVAL OF A CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECTUATE A REVERSE STOCK SPLIT

General – Reverse Stock Split

Our Board and the Majority Stockholders approved a reverse stock split in the range of between 1-for-2 and 1-for-10, which specific ratio will be determined by our Board, in its discretion, prior to filing the Certificate of Amendment. In determining which Reverse Stock Split ratio to implement, the Board may consider a number of factors, including the historical and then current trading price and trading volume of our Common Stock. Pursuant to the Reverse Stock Split, each number of specific shares of our Common Stock (between 2 and 10 depending on the ratio) will be automatically, without any further action by the Stockholders, be combined and reclassified into one (1) validly issued, fully paid and nonassessable share of Common Stock, par value $0.001. The Reverse Stock Split does not affect the number of the Company’s authorized shares of Common Stock or Preferred Stock; it only reduces the number of shares of Common Stock that will be issued and outstanding after the Reverse Stock Split in accordance with the Reverse Stock Split ratio. No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, any fractional shares will be paid in cash, based on the fair market value of a share of our Common Stock on the date the Reverse Stock Split is effected. The Company anticipates that the effective date of the Reverse Stock Split will be no earlier than 20 days after the date of mailing.

PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT SUCH MINIMAL CHANGE AS MAY RESULT FROM THE CASHING OUT OF FRACTIONAL SHARES.

Purpose and Effect of the Reverse Stock Split

Our Board believes that, among other reasons, the number of outstanding shares of Common Stock have contributed to a lack of investor interest in the Company and has made it difficult for the Company to attract new investors. Our Board believes that it may be necessary and prudent for the Company to amend our Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split because it would reduce the number of outstanding shares of our Common Stock to a level more consistent with other public companies with a similar anticipated market capitalization. Additionally, a Reverse Stock Split will have the immediate impact, which may be maintained, of raising the trading price and the minimum bid price of our Common Stock on the Over-the-Counter Bulletin Board, which was $1.65 per share as of February 11, 2014. If we had effected a one-for-ten Reverse Stock Split on that day, the minimum bid price would have been $16.50 per share. We are interested in becoming listed on the NYSE MKT, which has a minimum bid price requirement for new applicants of $2.00 per share. We believe that effecting the Reverse Stock Split will help us achieve such minimum bid price and allow us to meet the requirement to be listed. However, the effect of the Reverse Stock Split, if any, upon the sustained stock price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies like us is varied. Further, we cannot assure you that the stock price of our Common Stock after the Reverse Stock Split will be maintained in proportion to the reduction in the number of shares of Common Stock outstanding as a result of the Reverse Stock Split because, among other things, the stock price of our Common Stock may be based on our performance and other factors as well.

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The following table sets forth the approximate effect of the Reverse Stock Split, as of the Record Date, on the number of outstanding shares of Common Stock, the number of share underlying outstanding equity awards (restricted stock units and stock options) and warrants, and the number of shares available for future awards under the Company’s 2007 Incentive Compensation Plan (the “2007 Plan”). This information is set forth (i) actual as of the Record Date, (ii) on a pro forma basis assuming that the Board decides to effect a 1-for-2 Reverse Stock Split and (iii) on a pro forma basis assuming that the Board decides to effect a 1-for-10 Reverse Stock Split. The actual numbers following the Reverse Stock Split will vary slightly because any fractional shares will be paid in cash.

The principal effect of the Reverse Stock Split will be the reduction in the number of shares of Common Stock issued and outstanding from the 244,272,728 shares issued and outstanding as of February 12, 2014, with the actual number outstanding to be dependent on the ratio selected by the Board. No shares of Preferred Stock are currently outstanding, therefore there will be no impact on the Preferred Stock. The Reverse Stock Split will affect all of holders of our Common Stock uniformly and will not affect any Stockholder’s percentage ownership interest in the Company or proportionate voting power, except to the extent that the Reverse Stock Split results in any of our Stockholders holding a fractional share of our Common Stock (which will be paid in cash). The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable. The Reverse Stock Split will not affect any rights, privileges or obligations with respect to the shares of Common Stock existing prior to the Reverse Stock Split, nor does it increase or decrease the market capitalization of the Company. The Reverse Stock Split may increase the number of our Stockholders who own “odd lots” of less than 100 shares of our Common Stock. Brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of Common Stock. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” under Rule 13e-3 of the Exchange Act. We will continue to be subject to the periodic reporting requirements of the Exchange Act.

As noted in the table above, under the 2007 Plan, the number of shares reserved and available for issuance, and the number and exercise price of shares subject to all outstanding awards will be proportionately adjusted based on the Reverse Stock Split ratio selected by the Board of Directors. The number of shares available under the 2007 Plan will be subject to increase as and when awards made under the 2007 Plan expire or are forfeited and are returned in accordance with the terms of the 2007 Plan, and will decrease as additional equity awards are made. For an individual stock option award, assuming a 1-for-10 Reverse Stock Split is effected, the number of shares subject to an outstanding award under the 2007 Plan would be reduced by a factor of 10 and the exercise price per share would be increased by a multiple of 10, such that upon an exercise the aggregate exercise price payable by the optionee to the Company would remain the same. For example, an outstanding stock option for 10,000 shares of Common Stock, exercisable at $0.07 per share, would be adjusted as a result of a 1-for-10 Reverse Stock Split into an option exercisable for 1,000 shares of Common Stock at an exercise price of $0.70 per share.

The applicable exercise price for outstanding warrants will be adjusted similarly as described above in proportion to the Reverse Stock Split ratio.

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The Reverse Stock Split, as effected by the filing of the Certificate of Amendment, will decrease the number of outstanding shares of Common Stock. Accordingly, more shares of Common Stock will be available for issuance as a result of the Reverse Stock Split. The Board believes that the availability of more shares of Common Stock for issuance will allow the Company greater flexibility in pursuing financing from investors, meeting business needs as they arise, taking advantage of favorable opportunities, and responding to a changing corporate environment. In January 2014, the Company filed a Registration Statement on Form S-3 to register for future sale securities of the Company with an aggregate value of $100,000,000. The Registration Statement is commonly referred to as a “shelf” registration statement in that, once the Registration Statement is effective, the Company can initiate offerings of its securities as the need for capital arises. The Company expects that it will make an offering of its securities under the Registration Statement in 2014, but does not currently know the amount of capital to be raised or the terms of the securities to be offered.

No further stockholder approval is required to effect the Reverse Stock Split or to issue any additional shares of Common Stock.

Certain Risks Associated With the Reverse Stock Split

You should recognize that you will own fewer shares of Common Stock than you currently own following the Reverse Stock Split. While we hope that following the Reverse Stock Split the stock price of our Common Stock will be maintained or increased above the Reverse Stock Split-affected price, we cannot assure you that the Reverse Stock Split will increase the stock price of our Common Stock by a multiple equal to the inverse of the Reverse Stock Split ratio for any sustained period or result in the permanent increase in our stock price (which is dependent upon many factors, including our performance and prospects). Should the stock price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the possibility exists that potential liquidity in the stock price of our Common Stock could be adversely affected by the reduced number of shares of Common Stock that would be outstanding after the Reverse Stock Split. As a result, we cannot assure you that the Reverse Stock Split will achieve the desired results that have been outlined above.

Anti-Takeover Effects of the Reverse Stock Split

THE OVERALL EFFECT OF THE REVERSE STOCK SPLIT MAY BE TO RENDER MORE DIFFICULT THE CONSUMMATION OF MERGERS WITH THE COMPANY OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE IT DIFFICULT TO REMOVE MANAGEMENT.

A possible effect of the Reverse Stock Split is to discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s voting securities and the removal of incumbent management. Since the Reverse Stock Split will reduce the number of outstanding shares of Common Stock without reducing the number of authorized shares, the Company will be able to issue more shares of Common Stock after the Reverse Stock Split. Our management could use the additional shares of Common Stock available for issuance to resist or frustrate a third-party take-over effort favored by a majority of the independent Stockholders that would provide an above market premium by issuing additional shares of Common Stock.

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The Reverse Stock Split and the increase in the relative number of authorized shares of Common Stock is not the result of an effort to accumulate the Company’s securities or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Stock Split a plan by management to adopt a series of amendments to the Company’s charter or Bylaws to institute an anti-takeover provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. The reason for the Reverse Stock Split is to decrease the number of outstanding shares of Common Stock and sustain a stock price equal to or higher than the minimum bid price required by the NYSE MKT. Any issuance of additional shares of Common Stock also could have the effect of diluting any future earnings per share and book value per share of the outstanding shares of our Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company.

Procedure For Effecting Reverse Stock Split And Exchange Of Stock Certificates

We anticipate that the Reverse Stock Split will become effective no earlier than 20 days after the date of the mailing (the “Effective Date”). Beginning on the Effective Date, each stock certificate representing pre-Reverse Stock Split shares of Common Stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares of Common Stock, as the case may be, and evidence ownership of the number of shares shown on such certificate reduced according to the Reverse Stock Split ratio.

Further, prior to filing the Restated Certificate reflecting the Reverse Stock Split, we must first notify the Financial Industry Regulatory Authority (“FINRA”) by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to our anticipated date of the Reverse Stock Split.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNLESS AND UNTIL REQUESTED TO DO SO.

Fractional Shares

No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split with any such fractional share paid in cash based on the fair market value of our Common Stock on the Effective Date.

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