UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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$0.001 par value per share | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
TransEnterix, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware on December 11, 2019 (the “Amendment”). The Amendment was filed to effectuate a reverse stock split of the Company’s Common Stock, par value $0.001 per share (“Common Stock”). Pursuant to the reverse stock split, at the effective time each thirteen (13) shares of Common Stock issued and outstanding were combined into one (1) validly issued, fully paid and non-assessable share of Common Stock. The par value per share remains the same. The Amendment provides that no fractional shares will be issued; the Company will round up any fractional share resulting from the reverse stock split to the nearest whole share. The reverse split ratio selected by the Board of Directors was selected pursuant to the authority granted to the Board of Directors by stockholders at the Special Meeting described below in Item 5.07. The disclosure in Item 5.07 of this Form 8-K is incorporated by reference into this Item 5.03. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 - Submission of Matters to a Vote of Security Holders.
At a Special Meeting of Stockholders of the Company held on December 11, 2019, the total number of shares represented in person or by proxy was 203,086,326 of the 255,652,460 shares of Common Stock outstanding and entitled to vote at the Special Meeting as of the record date, November 4, 2019.
The Stockholders voted to approve and authorize the Board of Directors to effect a reverse stock split of Common Stock within a range of not less than one-for-ten and not more than one-for-forty shares, in its discretion, provided that any fractional shares resulting from the reverse stock split shall be automatically rounded up to the next whole share, and to reduce the authorized shares of Common Stock to 500,000,000 shares in the event of a reverse stock split at a ratio of one-for-twenty through one-for-thirty or to 250,000,000 shares in the event of a reverse stock split at a ratio over one-for-thirty. In connection with such reverse stock split, the stockholders approved a corresponding amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended:
158,566,906 votes | FOR the resolution |
43,559,556 votes | AGAINST the resolution |
959,864 votes | ABSTAIN |
The proxy statement for the Special Meeting of Stockholders included a proposal to adjourn the meeting, if necessary, which proposal was not needed because the Reverse Stock Split proposal received sufficient votes for approval.
On December 11, 2019, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
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SIGNATURES
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.
TransEnterix, Inc. | ||||||
Date: December 11, 2019 | /s/ Anthony Fernando | |||||
Anthony Fernando | ||||||
Chief Executive Officer | ||||||
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Exhibit 99.1
News Release | |
TransEnterix Announces One-for-Thirteen Reverse Stock Split of its Common Stock
Morrisville, North Carolina (December 11, 2019) — TransEnterix, Inc. (NYSE American: TRXC) today announced that, following approval of a reverse stock split range and authorized share reduction by stockholders at a special meeting of stockholders earlier today, the TransEnterix’s Board of Directors determined to effect a reverse stock split of TransEnterix’s common stock at a ratio of one-for-thirteen. The applicable Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, was filed with the Delaware Secretary of State today and will become effective at 5:00 p.m. Eastern Time on December 11, 2019.
TransEnterix’s common stock will begin trading on a split-adjusted basis when markets open on December 12, 2019. TransEnterix common stock will continue to trade on the NYSE American under the symbol “TRXC,” although a new CUSIP number (89366M 300) has been assigned to it as a result of the reverse stock split.
No fractional shares are issued in connection with the reverse stock split. TransEnterix will round up any fractional shares resulting from the reverse stock split to the nearest whole share.
Additional information about the reverse stock split can be found in TransEnterix’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 18, 2019, and available free of charge at the SEC’s website, www.sec.gov, or TransEnterix’s website, www.transenterix.com.
About TransEnterix
TransEnterix is a medical device company that is digitizing the interface between the surgeon and the patient to improve minimally invasive surgery by addressing the clinical and economic challenges associated with current laparoscopic and robotic options in today's value-based healthcare environment. The Company is focused on the commercialization of the Senhance® Surgical System, which digitizes laparoscopic minimally invasive surgery. The system allows for robotic precision, haptic feedback, surgeon camera control via eye sensing and improved ergonomics while offering responsible economics. The Senhance Surgical System is available for sale in the US, the EU, and select other countries.
CONTACT:
For TransEnterix, Inc.
Investors:
Mark Klausner, +1 443-213-0501
invest@transenterix.com
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Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “TRANSENTERIX, INC.”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF DECEMBER, A.D. 2019, AT 10:12 O`CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE ELEVENTH DAY OF DECEMBER, A.D. 2019 AT 5 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 2170033 8100 Authentication: 204187031 SR# 20198562160 Date: 12-11-19 You may verify this certificate online at corp.delaware.gov/authver.shtml
