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TSON > SEC Filings for TSON > Form 8-K on 30-Apr-2013All Recent SEC Filings

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Form 8-K for TRANS1 INC


30-Apr-2013

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement.

On April 25, 2013, Baxano, Inc. ("Baxano") issued a promissory note (the "Bridge Note") to TranS1 Inc. (the "Company") in the principal amount of $1.3 million as contemplated by the First Amendment, dated April 10, 2013 (the "First Amendment"), to Agreement and Plan of Merger, dated March 3, 2013, by and among the Company, RacerX Acquisition Corp., a wholly-owned subsidiary of the Company ("Merger Sub"), Baxano, and Sumeet Jain and David Schulte solely as Securityholder Representatives (the "Merger Agreement"). Pursuant to the Merger Agreement, the Company intends to acquire Baxano through a merger of Merger Sub with and into Baxano (the "Merger"). To date, Baxano has issued $2.1 million aggregate principal amount of promissory notes to the Company pursuant to the First Amendment.

The Bridge Note bears interest at a rate of 6% per annum and will be cancelled immediately prior to the effective time of the Merger without consideration, repayment, or any other right of the Company to be repaid or otherwise compensated.

All other terms of the Bridge Note are as described under Item 1.01 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2013, which description is incorporated herein by reference.

Cautionary Statement

The Merger discussed above involves the sale of securities in a private transaction that will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be subject to the resale restrictions under that act. Such securities may not be offered or sold absent registration or an applicable exemption from registration requirements. This document does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

Statements in this Current Report on Form 8-K regarding the Merger constitute "forward looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that are often difficult to predict, are beyond the Company's control, and which may cause results to differ materially from expectations. Factors that could cause actual results to differ materially from those described include, but are not limited to, the ability to consummate the transactions on the proposed timeline or at all, failure to receive the approval of the stockholders of the Company, the risk that the Merger Agreement could be terminated under circumstances that would require the Company to pay a termination fee, the effect on the Company's business of existing and new regulatory requirements, uncertainty surrounding the outcome of the matters relating to the subpoena issued to the Company by the Department of Health and Human Services, Office of Inspector General, stockholder class action lawsuits, and other economic and competitive factors, and the other factors described in the Company's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2012 and subsequent reports. You are cautioned not to place undue reliance on these forward looking statements, which are based on the Company's expectations as of the date of this report and speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events, or otherwise.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the Merger described in the revised preliminary proxy statement on Schedule 14A filed by the Company on April 10, 2013. The Company will file a definitive proxy statement (when available) and other documents regarding the Merger described in this report with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REVISED PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A FILED BY THE COMPANY ON APRIL 10, 2013 AND, WHEN AVAILABLE, THE COMPANY'S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The definitive proxy statement (when available) will be mailed to stockholders. Stockholders will be able to obtain, without charge, a copy of the revised preliminary proxy statement, the definitive proxy statement (when available), and other documents the Company files with the SEC from the SEC's website at www.sec.gov. The revised preliminary proxy statement, definitive proxy statement (when available), and other relevant documents will also be available, without charge, by directing a request by mail or telephone to the Company, Attn: Corporate Secretary, 110 Horizon Drive, Suite 230, Raleigh, NC 27615, by calling the Company at (866) 256-1206, by emailing the Company at merger@trans1.com, or from the Company's website, www.trans1.com.

The Company and its directors, executive officers, certain members of management, and employees may have interests in the Merger or be deemed to be participants in the solicitation of proxies of the Company's stockholders to approve the issuance of the Company's stock in connection with the Merger. Stockholders may obtain additional information regarding the participants and their interests in the solicitation by reading the revised preliminary proxy statement on Schedule 14A filed by the Company on April 10, 2013 and the definitive proxy statement (when available).

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