Post by icemandios on Apr 14, 2018 2:39:47 GMT
April 13, 2018
To the stockholders of TransEnterix, Inc.:
The 2018 annual meeting of stockholders (the “Annual Meeting”) of TransEnterix, Inc., a Delaware corporation (the “Company”) will be held at 635 Davis Drive, Suite 300, Morrisville, North Carolina 27560 on May 24, 2018, beginning at 10:00 a.m. local time, for the purpose of considering and voting upon the following:
1. Election of Directors. The election of the nine director nominees named in the attached proxy statement to serve as directors until the next annual meeting of stockholders and until their successors are elected and qualified.
2. Say on Pay. An advisory vote to approve the compensation paid to the Company’s named executive officers for 2017.
3. Amendment and Restatement of the Incentive Compensation Plan. A vote to amend and restate the TransEnterix, Inc. Amended and Restated Incentive Compensation Plan, as amended (the “Plan”) to approve an increase in the number of shares reserved for issuance under the Plan by 15,000,000 shares.
4. Ratification of Appointment of Independent Accounting Firm. Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
5. Other Matters. The transaction of such other business as may lawfully come before the Annual Meeting or any adjournments thereof.
The Board of Directors currently knows of no other business to be presented at the Annual Meeting. If any other matters come before the Annual Meeting, the persons named in the proxy will vote with their judgment on those matters. For directions to the Annual Meeting, please contact the Corporate Secretary at (919) 765-8400. You can ensure that your shares are voted at the meeting by voting by telephone, via the Internet or by completing, signing and returning a proxy card. If you do attend the Annual Meeting, you may then withdraw your proxy and vote your shares in person. In any event, you may revoke your proxy prior to its exercise. Shares represented by proxies that are returned properly signed but unmarked will be voted in favor of proposals made by us.
Pursuant to the Company’s bylaws, the Board of Directors has fixed the close of business on March 26, 2018 as the record date for determination of the stockholders entitled to vote at the Annual Meeting and any adjournments thereof. As allowed under the Securities and Exchange Commission rules, we have elected to furnish our proxy materials over the Internet to stockholders other than our registered stockholders We have mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to such stockholders. The Notice contains instructions on how to access this proxy statement and our 2017 Annual Report to Stockholders via the Internet and how to vote.
By Order of the Board of Directors,
www.sec.gov/Archives/edgar/data/876378/000119312518116910/d495552ddef14a.htm
Proxy Ballot
S3/A:
This prospectus relates to resale, from time to time (1) of 1,286,449 shares of common stock, par value $0.001 per share, or the Shares, by Great Belief International Ltd., or GBIL, or a permitted transferee of GBIL and (2) by the holders of the Warrants named herein, of up to 1,244,746 shares of our common stock, or the Warrant Shares, which are issuable upon the exercise of warrants, or the Warrants, issued to Innovatus Life Sciences Lending Fund I, LP and Innovatus Life Sciences Offshore Fund I, LP, or the Warrant Holders, pursuant to that certain Loan and Security Agreement, dated May 10, 2017, or the Loan Agreement, among Innovatus Life Sciences Lending Fund I, LP, the other lenders from time to time party thereto, and TransEnterix, Inc., or the Company. Each Warrant has an initial exercise price of $1.00 per share and may be exercised, in cash or by a cashless exercise, at the election of the holder, at any time after May 23, 2017, the date of issuance, and from time to time thereafter, through and including the fifth anniversary of the issuance date.
The Shares may be sold from time to time by a selling stockholder directly or through one or more broker-dealers, in one or more transactions on the NYSE American, in the over-the-counter market, in negotiated transactions or otherwise, at prices related to the prevailing market prices or at negotiated prices, all as more fully described in the section entitled “Plan of Distribution” beginning on page 6 of this prospectus. The Company will receive no proceeds from the resale of the Shares.
Upon the exercise of the Warrants, the Warrant Shares registered for the account of the holders may be sold from time to time by the holders directly or through one or more broker-dealers, in one or more transactions on the NYSE American, in the over-the-counter market, in negotiated transactions or otherwise, at prices related to the prevailing market prices or at negotiated prices, all as more fully described in the section entitled “Plan of Distribution” beginning on page 6 of this prospectus.
We may receive up to $1,244,746 upon the exercise of the Warrants, if and when a Warrant Holder elects to exercise such Warrants for cash. Any amounts received from such exercises will be used for working capital and other general corporate purposes. We will not receive any proceeds from the sale of the common stock underlying the Warrants. All costs and expenses incurred in connection with the registration under the Securities Act of 1933, as amended, or the Securities Act, of the offering made hereby will be paid by us, other than any brokerage fees and commissions, fees and disbursements of legal counsel for the selling stockholders and stock transfer and other taxes attributable to the sale of the shares, which will be paid by the holders.
We are registering the offer and sale of the Shares and the Warrant Shares pursuant to certain registration rights granted to the selling stockholders. The registration of these shares of common stock does not necessarily mean that the holders will exercise the Warrants or that the Shares or the Warrant Shares will be offered or sold by the selling stockholders.
Our common stock is traded on the NYSE American under the symbol “TRXC.” On April 11, 2018, the closing price of our common stock was $1.92 per share.
www.sec.gov/Archives/edgar/data/876378/000119312518116921/d568332ds3a.htm
To the stockholders of TransEnterix, Inc.:
The 2018 annual meeting of stockholders (the “Annual Meeting”) of TransEnterix, Inc., a Delaware corporation (the “Company”) will be held at 635 Davis Drive, Suite 300, Morrisville, North Carolina 27560 on May 24, 2018, beginning at 10:00 a.m. local time, for the purpose of considering and voting upon the following:
1. Election of Directors. The election of the nine director nominees named in the attached proxy statement to serve as directors until the next annual meeting of stockholders and until their successors are elected and qualified.
2. Say on Pay. An advisory vote to approve the compensation paid to the Company’s named executive officers for 2017.
3. Amendment and Restatement of the Incentive Compensation Plan. A vote to amend and restate the TransEnterix, Inc. Amended and Restated Incentive Compensation Plan, as amended (the “Plan”) to approve an increase in the number of shares reserved for issuance under the Plan by 15,000,000 shares.
4. Ratification of Appointment of Independent Accounting Firm. Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
5. Other Matters. The transaction of such other business as may lawfully come before the Annual Meeting or any adjournments thereof.
The Board of Directors currently knows of no other business to be presented at the Annual Meeting. If any other matters come before the Annual Meeting, the persons named in the proxy will vote with their judgment on those matters. For directions to the Annual Meeting, please contact the Corporate Secretary at (919) 765-8400. You can ensure that your shares are voted at the meeting by voting by telephone, via the Internet or by completing, signing and returning a proxy card. If you do attend the Annual Meeting, you may then withdraw your proxy and vote your shares in person. In any event, you may revoke your proxy prior to its exercise. Shares represented by proxies that are returned properly signed but unmarked will be voted in favor of proposals made by us.
Pursuant to the Company’s bylaws, the Board of Directors has fixed the close of business on March 26, 2018 as the record date for determination of the stockholders entitled to vote at the Annual Meeting and any adjournments thereof. As allowed under the Securities and Exchange Commission rules, we have elected to furnish our proxy materials over the Internet to stockholders other than our registered stockholders We have mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to such stockholders. The Notice contains instructions on how to access this proxy statement and our 2017 Annual Report to Stockholders via the Internet and how to vote.
By Order of the Board of Directors,
www.sec.gov/Archives/edgar/data/876378/000119312518116910/d495552ddef14a.htm
Proxy Ballot
S3/A:
This prospectus relates to resale, from time to time (1) of 1,286,449 shares of common stock, par value $0.001 per share, or the Shares, by Great Belief International Ltd., or GBIL, or a permitted transferee of GBIL and (2) by the holders of the Warrants named herein, of up to 1,244,746 shares of our common stock, or the Warrant Shares, which are issuable upon the exercise of warrants, or the Warrants, issued to Innovatus Life Sciences Lending Fund I, LP and Innovatus Life Sciences Offshore Fund I, LP, or the Warrant Holders, pursuant to that certain Loan and Security Agreement, dated May 10, 2017, or the Loan Agreement, among Innovatus Life Sciences Lending Fund I, LP, the other lenders from time to time party thereto, and TransEnterix, Inc., or the Company. Each Warrant has an initial exercise price of $1.00 per share and may be exercised, in cash or by a cashless exercise, at the election of the holder, at any time after May 23, 2017, the date of issuance, and from time to time thereafter, through and including the fifth anniversary of the issuance date.
The Shares may be sold from time to time by a selling stockholder directly or through one or more broker-dealers, in one or more transactions on the NYSE American, in the over-the-counter market, in negotiated transactions or otherwise, at prices related to the prevailing market prices or at negotiated prices, all as more fully described in the section entitled “Plan of Distribution” beginning on page 6 of this prospectus. The Company will receive no proceeds from the resale of the Shares.
Upon the exercise of the Warrants, the Warrant Shares registered for the account of the holders may be sold from time to time by the holders directly or through one or more broker-dealers, in one or more transactions on the NYSE American, in the over-the-counter market, in negotiated transactions or otherwise, at prices related to the prevailing market prices or at negotiated prices, all as more fully described in the section entitled “Plan of Distribution” beginning on page 6 of this prospectus.
We may receive up to $1,244,746 upon the exercise of the Warrants, if and when a Warrant Holder elects to exercise such Warrants for cash. Any amounts received from such exercises will be used for working capital and other general corporate purposes. We will not receive any proceeds from the sale of the common stock underlying the Warrants. All costs and expenses incurred in connection with the registration under the Securities Act of 1933, as amended, or the Securities Act, of the offering made hereby will be paid by us, other than any brokerage fees and commissions, fees and disbursements of legal counsel for the selling stockholders and stock transfer and other taxes attributable to the sale of the shares, which will be paid by the holders.
We are registering the offer and sale of the Shares and the Warrant Shares pursuant to certain registration rights granted to the selling stockholders. The registration of these shares of common stock does not necessarily mean that the holders will exercise the Warrants or that the Shares or the Warrant Shares will be offered or sold by the selling stockholders.
Our common stock is traded on the NYSE American under the symbol “TRXC.” On April 11, 2018, the closing price of our common stock was $1.92 per share.
www.sec.gov/Archives/edgar/data/876378/000119312518116921/d568332ds3a.htm