13D Filing: Aisling Capital III LP and Transenterix Inc. (TRXC)

This Amendment No. 4 to Schedule 13D (this “Statement”) amends and supplements the Schedule 13D as previously filed by the undersigned Reporting Persons (as defined below) on September 13, 2013, and amended by Amendment No. 1 to the Schedule 13D, filed by the Reporting Persons on December 10, 2013, Amendment No. 2 to the Schedule 13D, filed by the Reporting Persons on April 23, 2014, and by Amendment No. 3 to the Schedule 13D, filed by the Reporting Persons on February 5, 2016, with respect to the Common Stock, $0.001 par value (the “Common Stock”), of TransEnterix, Inc. (f/k/a SafeStitch Medical, Inc. and Cellular Technical Services Company, Inc.), a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 635 Davis Drive, Suite 300, Durham, North Carolina 27713.

Item 3 is hereby amended and supplemented as follows:

On May 3, 2017, the Issuer completed its underwritten public offering of an aggregate of 24,900,000 units  (the “Units”) each consisting of one share of Common Stock, one Series A warrant to purchase one share of Common Stock (the “Series A Warrants”) and one Series B warrant to purchase 0.75 shares of Common Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”) pursuant to the underwriting agreement, dated April 28, 2017 (the “Underwriting Agreement”), included as Exhibit 2, with Stifel, Nicolaus & Company, Incorporated.  Each of the Series A and Series B Warrants has an initial exercise price of $1.00 per share.

Each Series A Warrant may be exercised at any time beginning on the date of issuance, and from time to time thereafter, through and including the first anniversary of the issuance date, unless terminated earlier as provided in the Series A Warrant. In the event the FDA provides clearance with respect to the Issuer’s Senhance System 510(k) application, which was filed with the FDA in April 2017, the holders of Series A Warrants will have 10 business days after written notice to exercise, in whole or in part, their Series A Warrants. Any Series A Warrants that remain unexercised after such 10 business day period will expire.  Each Series B Warrant may be exercised at any time beginning on the date of issuance and from time to time thereafter through and including the fifth anniversary of the issuance date.  Each Series B Warrant may be exercised at any time beginning on the date of issuance and from time to time thereafter through and including the fifth anniversary of the issuance date.

The exercise prices and the number of shares issuable upon exercise of each of the Warrants are subject to adjustment upon the occurrence of certain events, including, but not limited to, stock splits or dividends, business combinations, sale of assets, similar recapitalization transactions, or other similar transactions. The exercise prices of each of the Warrants are subject to adjustment in the event that the Issuer issues or is deemed to issue shares of Common Stock for less than the then applicable exercise prices of each of the Warrants. The exercisability of the Warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of the Common Stock. If, at any time Warrants are outstanding, any fundamental transaction occurs, as described in the Warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of the Issuer’s outstanding voting stock, or the sale of all or substantially all of its assets, the successor entity must assume in writing all of the obligations to the Warrant holders. Additionally, in the event of a fundamental transaction, each Warrant holder will have the right to require the Issuer, or its successor, to repurchase the Warrants for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such Warrants.

Aisling purchased 2,000,000 Units in the offering at a price of $1.00 per Unit for an aggregate purchase price of $2,000,000.  The source of the purchase price for the Units was capital contributions from the partners of Aisling.  No borrowed funds were used by Aisling to purchase the Units.

The Underwriting Agreement contains customary representations, warranties and agreements by the Issuer and customary conditions to closing, indemnification obligations of the Issuer and the Underwriters.  The foregoing descriptions of the Underwriting Agreement, the Series A Warrants and the Series B Warrants do not purport to be complete, and are qualified in their entirety by reference to the form of each such document, which are filed as Exhibit 2, Exhibit 3 and Exhibit 4, respectively.