SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
September 23, 2018
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
635 Davis Drive, Suite 300
Morrisville, North Carolina
(Address of principal executive offices)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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Emerging growth company ☐
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|Item 1.01|| |
Entry into a Material Definitive Agreement.
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 Companys wholly owned subsidiaries, as purchasers of the assets of the Seller, including the intellectual property assets (collectively, the Buyers).
The Sellers 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 Sellers 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 Companys 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 Companys 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.
|Item 9.01|| |
Financial Statements and Exhibits.
|2.1||Asset Purchase Agreement, dated September 23, 2018, by and among MST Medical Surgery Technologies Ltd., an Israeli private company, TransEnterix, Inc., a Delaware corporation, TransEnterix Europe, S.A.R.L., a Luxemburg limited liability company acting through its Swiss branch being established under the name TransEnterix Europe Sarl, Bertrange, Swiss Branch Lugano, and TransEnterix Israel Ltd., an Israeli company. (1)|
|99.1||Press Release of TransEnterix, Inc., issued September 23, 2018.|
Schedules to the Asset Purchase Agreement have been omitted and are available to be provided supplementally to the Securities and Exchange Commission upon request.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Date: September 25, 2018|
|Joseph P. Slattery|
|EVP and Chief Financial Officer|