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As
Filed With the Securities and Exchange Commission on July 13, 2011
 
 Registration
No. 333-174255
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 
 AMENDMENT
NO. 2
 
 TO
 FORM S-3
 REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 TRANS1 INC.
 (Exact name of
registrant as specified in its charter)
 
 Delaware
    
    33-0909022(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
 301 GOVERNMENT CENTER DRIVE
WILMINGTON, NORTH CAROLINA 28403
(910) 332-1700
(Address, including zip code, and telephone number, including area code of registrants principal executive offices)
 
 Joseph Slattery
Chief Financial Officer
TranS1 Inc.
301 Government Center Drive
Wilmington, North Carolina 28403
(910) 332-1700
(Name, address, including zip code, and telephone number, including area code of agent for service)
 
 Copy to:
 Bruce Feuchter
Ryan C. Wilkins
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
 
  o
 box.
þ
 o
 o
 o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 
 CALCULATION OF REGISTRATION FEE
 AmountTitle of each class of
    
    
    to be
    
    
    Amount ofsecurities to be registered (1)
    
    
    registered (2)
    
    
    registration fee (3)Debt Securities
    
    
    
    
    
    Common Stock, $0.0001 par value per share
    
    
    
    
    
    Preferred Stock, $0.0001 par value per share
    
    
    
    
    
    Warrants
    
    
    
    
    
    Total
    
    
    $50,000,000
    
    
    $5,805
 (1)
    
    There are being registered hereunder such indeterminate amount or number of debt securities, shares of common stock,
 shares of preferred stock, and warrants to purchase any combination of the foregoing securities, as may from time to time be
 issued at indeterminate prices, with an aggregate initial offering price not to exceed $50,000,000. Securities registered hereunder
 may be sold separately, or in combination with other securities registered hereunder. If any debt securities are issued at an original
 issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate
 initial offering price not to exceed $50,000,000, less the aggregate dollar amount of all securities previously issued hereunder.
 This registration statement also registers an indeterminate
amount of common stock, preferred stock, or debt securities  as may be issued upon conversion of, or in exchange for,
 the securities registered hereunder, provided however, that the aggregate amount of securities registered hereunder shall not exceed the amount set forth in the fee table above. In addition, pursuant to  Rule 416(a)
under the  Securities  Act of 1933, as amended, this registration statement registers such indeterminable number of shares
 as may be issued from time to time upon conversion or exchange as a result of stock splits, stock dividends or similar transactions.(2)
    
    Not specified as to each class of securities to be registered hereunder pursuant to General Instruction
 II.D. of Form S-3. The proposed maximum offering price of the
securities will be determined from time to time by the Registrant in connection with, and
 at the time of, the issuance of the securities.(3)
    
    Estimated solely for the purpose of calculating the amount of the registration fee required pursuant to Rule 457(o)
 under the Securities Act of 1933, as amended, which permits the registration fee to be calculated on the basis of the maximum
 aggregate offering price of all securities listed.
 
 The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration
statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.




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The information in this prospectus is not complete and may be changed. We may not sell the
securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not permitted. 
 PROSPECTUS (Subject to Completion)
Dated July 13, 2011
 
  
 
 
 
  
 
  
  
 Investing in our securities involves risk. See the section entitled  Risk
Factors  beginning on page 2 of this prospectus as well as any prospectus supplement.
 This prospectus may not be used to offer or sell any of our securities unless accompanied by a
prospectus supplement.
  
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
 , 2011.




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##### 



TABLE OF CONTENTS
 PageTRANS1 INC
    
    
    1ABOUT THIS PROSPECTUS
    
    
    1RISK FACTORS
    
    
    2FORWARD-LOOKING STATEMENTS
    
    
    3USE OF PROCEEDS
    
    
    4DESCRIPTION OF CAPITAL STOCK WE MAY OFFER
    
    
    5DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
    
    
    8DESCRIPTION OF WARRANTS WE MAY OFFER
    
    
    15PLAN OF DISTRIBUTION
    
    
    17LEGAL MATTERS
    
    
    18EXPERTS
    
    
    18WHERE YOU CAN FIND ADDITIONAL INFORMATION
    
    
    18INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
    
    
    18EX-5.1EX-23.2




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TRANS1 INC.
 ®
 www.transl.com.
 
 ABOUT THIS PROSPECTUS
  This prospectus
may not be used to consummate a sale of our securities unless it is accompanied by a prospectus
supplement
 1




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RISK FACTORS
  2




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FORWARD-LOOKING STATEMENTS
  §
    
    acceptance and continued use of our products by surgeons;§
    
    the lack of clinical data about the efficacy of our products;§
    
    uncertainty of reimbursement from third-party payors;§
    
    our historical lack of profitability;§
    
    cost pressures in the healthcare industry;§
    
    competitive pressures from substitute products and larger companies;§
    
    our dependence on key employees, regulatory approval and market acceptance for new
products;§
    
    our reliance on a limited number of suppliers to provide our products;§
    
    our ability to effectively manage a sales force to meet our objectives; and§
    
    our ability to conduct successful clinical studies.
   3




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USE OF PROCEEDS
   4




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##### Table of Contents



DESCRIPTION OF CAPITAL STOCK WE MAY OFFER
   Common Stock
 
  
 §
    
    Each holder of common stock is entitled to one vote per share on all matters to
be voted upon by the stockholders, including the election of directors;§
    
    The affirmative vote of a majority of the shares present in person or represented
and voting at a duly held meeting at which a quorum is present shall be the act of
the stockholders;§
    
    Holders of common stock are not entitled to cumulate votes in the election of
directors, which means that the holders of a majority of the shares voted can elect
all of the directors then standing for election;§
    
    Subject to preferences that may be applicable to the holders of outstanding
shares of preferred stock, if any, the holders of common stock are entitled to
receive dividends when, as and if declared by our board of directors, or the Board,
out of assets legally available for dividends;§
    
    Upon our liquidation, dissolution or winding up, after satisfaction of all our
liabilities and the payment of any liquidation preference of any outstanding
preferred stock, the holders of shares of common stock will be entitled to receive
on a pro rata basis all of our assets remaining for distribution;§
    
    There are no redemption or sinking fund provisions applicable to our common
stock; and§
    
    There are no preemptive or conversion rights applicable to our common stock.
 
 Nasdaq Global Market Listing.
 
 Transfer Agent and Registrar
 Preferred Stock
 
  
 §
    
    The number of shares constituting that series and the distinctive designation of
that series;§
    
    The dividend rate, if any, on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights of priority,
if any, of payment of dividends on shares of that series;§
    
    Whether that series shall have voting rights, in addition to the voting rights
provided by law, and if so, the terms of such voting rights;§
    
    Whether that series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including the securities into which the preferred stock
coverts and provision for adjustment of the conversion rate in such events as the
Board shall determine;§
    
    Whether or not the shares of that series shall be redeemable, and, if so, the terms
and conditions of such redemption, including the date or date upon or after which they
shall be redeemable, and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different redemption dates;
 5




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§
    
    Whether that series shall have a sinking fund for the redemption or purchase of
shares of that series, and, if so, the terms and amount of such sinking fund;§
    
    The rights of the shares of that series in the event of voluntary or involuntary
liquidation, dissolution or winding up of TranS1, and the relative rights of priority,
if any, of payment of shares of that series; and§
    
    Any other relative rights, preferences and limitations of that series.
  Registration Rights
 Registration Rights for Holders of our Formerly Outstanding Preferred Stock.
  Demand Registration Rights.
 Piggyback Registration Rights
 Expenses of Registration.
 Indemnification
 
 Expiration of Registration Rights.
 
 Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation
and Bylaws
 Application of Interested Stockholder Provisions of Delaware Law
 6




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§
    
    prior to the date at which the person becomes an interested stockholder, the Board
approves such transaction or business combination;§
    
    the stockholder acquires more than 85% of the outstanding voting stock of the
corporation (excluding shares held by directors who are officers or held in certain
employee stock plans) upon consummation of such transaction; or§
    
    the business combination is approved by the Board and by the holders of two-thirds of
the outstanding voting stock of the corporation (excluding shares held by the interested
stockholder) at a meeting of stockholders (and not by written consent).
  2/3
 2/3
  7




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##### Table of Contents



DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
   General
    §
    
    the title of the debt securities;§
    
    the price or prices (expressed as a percentage of the aggregate principal amount) at
which we will sell the debt securities;§
    
    any limit on the aggregate principal amount of the debt securities;§
    
    the date or dates on which we will pay the principal on the debt securities;§
    
    the rate or rates (which may be fixed or variable) per annum or the method used to
determine the rate or rates (including any commodity, commodity index, stock exchange
index or financial index) at which the debt securities will bear interest, the date or
dates from which interest will accrue, the date or dates on which interest will
commence and be payable and any regular record date for the interest payable on any
interest payment date;§
    
    the place or places where the principal of, premium and interest on the debt
securities will be payable;§
    
    the terms and conditions upon which we may redeem the debt securities;§
    
    any obligation we have to redeem or purchase the debt securities pursuant to any
sinking fund or analogous provisions or at the option of a holder of debt securities;§
    
    the dates on which and the price or prices at which we will repurchase the debt
securities at the option of the holders of debt securities and other detailed terms and
provisions of these repurchase obligations;
 8




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§
    
    the denominations in which the debt securities will be issued, if other than
denominations of $1,000 and any integral multiple thereof;§
    
    whether the debt securities will be issued in the form of certificated debt
securities or global debt securities;§
    
    the portion of principal amount of the debt securities payable upon declaration of
acceleration of the maturity date, if other than the principal amount;§
    
    the currency of denomination of the debt securities;§
    
    the designation of the currency, currencies or currency units in which payment of
principal of and interest on the debt securities will be made;§
    
    if payments of principal of, premium or interest on the debt securities will be made
in one or more currencies or currency units other than that or those in which the debt
securities are denominated, the manner in which the exchange rate with respect to these
payments will be determined;§
    
    the manner in which the amounts of payment of principal of, premium or interest on
the debt securities will be determined, if these amounts may be determined by reference
to an index based on a currency or currencies other than that in which the debt
securities are denominated or designated to be payable or by reference to a commodity,
commodity index, stock exchange index or financial index;§
    
    any provisions relating to any security provided for the debt securities;§
    
    any subordination provisions relating to the debt securities;§
    
    any addition to or change in the events of default described in this prospectus or
in the indenture with respect to the debt securities and any change in the acceleration
provisions described in this prospectus or in the indenture with respect to the debt
securities;§
    
    any addition to or change in the covenants described in this prospectus or in the
indenture with respect to the debt securities;§
    
    any other terms of the debt securities, which may modify or delete any provision of
the indenture as it applies to that series; and§
    
    any depositaries, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to the debt securities.
    9




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Transfer and Exchange
  Certificated Debt Securities
  Global Debt Securities and Book-Entry System
       10




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No Protection in the Event of a Change in Control
  Covenants
  Consolidation, Merger and Sale of Assets
  §
    
    the successor person is a corporation, partnership, trust or other entity organized
and validly existing under the laws of any U.S. domestic jurisdiction and expressly
assumes our obligations on the debt securities and under the indenture;§
    
    immediately after giving effect to the transaction, no event of default, and no
event which, after notice or lapse of time, or both, would become an event of default,
shall have occurred and be continuing under the indenture; and§
    
    certain other conditions are met.
 Events of Default
  §
    
    default in the payment of any interest upon any debt security of that series when it
becomes due and payable, and continuance of that default for a period of 30 days
(unless the entire amount of such payment is deposited by us with the trustee or with a
paying agent prior to the expiration of the 30-day period);§
    
    default in the payment of principal of or premium on any debt security of that
series when due and payable;§
    
    default in the deposit of any sinking fund payment, when and as due in respect of
any debt security of that series;§
    
    default in the performance or breach of any other covenant or warranty by us in the
indenture (other than a covenant or warranty that has been included in the indenture
solely for the benefit of a series of debt securities
 11




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other than that series), which default continues uncured for a period of 60 days after we
receive written notice from the trustee or we and the trustee receive written notice from
the holders of at least a majority in principal amount of the outstanding debt securities
of that series as provided in the indenture;§
    
    certain events of our bankruptcy, insolvency or reorganization; and§
    
    any other event of default provided with respect to debt securities of that series
that is described in the applicable prospectus supplement accompanying this prospectus.
     §
    
    that holder has previously given to the trustee written notice of a continuing event
of default with respect to debt securities of that series; and§
    
    the holders of at least a majority in principal amount of the outstanding debt
securities of that series have made written request, and offered reasonable indemnity,
to the trustee to institute such proceeding as trustee, and the trustee shall not have
received from the holders of a majority in principal amount of the outstanding debt
securities of that series a direction inconsistent with that request and has failed to
institute the proceeding within 60 days.
  12




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Modification and Waiver
  §
    
    change the amount of debt securities whose holders must consent to an amendment or
waiver;§
    
    reduce the rate of or extend the time for payment of interest (including default
interest) on any debt security;§
    
    reduce the principal of or premium on or change the fixed maturity of any debt
security or reduce the amount of, or postpone the date fixed for, the payment of any
sinking fund or analogous obligation with respect to any series of debt securities;§
    
    reduce the principal amount of discount securities payable upon acceleration of
maturity;§
    
    waive a default in the payment of the principal of, premium or interest on any debt
security (except a rescission of acceleration of the debt securities of any series by
the holders of at least a majority in aggregate principal amount of the then
outstanding debt securities of that series and a waiver of the payment default that
resulted from that acceleration);§
    
    make the principal of or premium or interest on any debt security payable in
currency other than that stated in the debt security;§
    
    make any change to certain provisions of the indenture relating to, among other
things, the right of holders of debt securities to receive payment of the principal of,
premium and interest on those debt securities or the right of holders to waive past
defaults or to amend the limitations described in this bullet point; or§
    
    waive a redemption payment with respect to any debt security or change any of the
provisions with respect to the redemption of any debt securities.
  Defeasance of Debt Securities and Certain Covenants in Certain Circumstances
 Legal Defeasance
 13




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Defeasance of Certain Covenants
 §
    
    depositing with the trustee money and/or U.S. government obligations or, in the case
of debt securities denominated in a single currency other than U.S. dollars, foreign
government obligations, that, through the payment of interest and principal in
accordance with their terms, will provide money in an amount sufficient in the opinion
of a nationally recognized firm of independent public accountants to pay principal,
premium and interest on and any mandatory sinking fund payments in respect of the debt
securities of that series on the stated maturity of those payments in accordance with
the terms of the indenture and those debt securities; and§
    
    delivering to the trustee an opinion of counsel to the effect that the holders of
the debt securities of that series will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of the deposit and related covenant defeasance
and will be subject to U.S. federal income tax in the same amount and in the same
manner and at the same times as would have been the case if the deposit and related
covenant defeasance had not occurred.
 Covenant Defeasance and Events of Default
 Governing Law
  14




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DESCRIPTION OF WARRANTS WE MAY OFFER
  Debt Warrants
  §
    
    the title of the debt warrants;§
    
    the aggregate number of the debt warrants;§
    
    the price or prices at which the debt warrants will be issued;§
    
    the designation, aggregate principal amount and terms of the debt securities
purchasable upon exercise of the debt warrants, and the procedures and conditions
relating to the exercise of the debt warrants;§
    
    the designation and terms of any related debt securities with which the debt
warrants are issued, and the number of the debt warrants issued with each security;§
    
    the date, if any, on and after which the debt warrants and the related debt
securities will be separately transferable;§
    
    the principal amount of debt securities purchasable upon exercise of each debt
warrant, and the price at which the principal amount of the debt securities may be
purchased upon exercise;§
    
    the date on which the right to exercise the debt warrants will commence, and the
date on which the right will expire;§
    
    the maximum or minimum number of the debt warrants that may be exercised at any
time;§
    
    information with respect to book-entry procedures, if any;§
    
    a discussion of the material U.S. federal income tax considerations applicable to
the exercise of the debt warrants; and§
    
    any other terms of the debt warrants and terms, procedures and limitations relating
to the exercise of the debt warrants.
  Equity Warrants
  15




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§
    
    the title of the warrants;§
    
    the securities for which the warrants are exercisable;§
    
    the price or prices at which the warrants will be issued;§
    
    if applicable, the number of warrants issued with each share of preferred stock or
share of common stock;§
    
    if applicable, the date on and after which the warrants and the related preferred
stock or common stock will be separately transferable;§
    
    the date on which the right to exercise the warrants will commence, and the date on
which the right will expire;§
    
    the maximum or minimum number of warrants which may be exercised at any time;§
    
    information with respect to book-entry procedures, if any;§
    
    a discussion of the material U.S. federal income tax considerations applicable to
exercise of the warrants; and§
    
    any other terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the warrants.
   Exercise of Warrants
  16




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PLAN OF DISTRIBUTION
  §
    
    the name or names of any underwriters, dealers or agents;§
    
    the purchase price of our securities and the proceeds we will receive from the
sale;§
    
    any options under which underwriters may purchase additional securities from us;§
    
    any agency fees or underwriting discounts and other items constituting compensation
to underwriters, dealers or agents;§
    
    any public offering price;§
    
    any discounts or concessions allowed or reallowed or paid to dealers; and§
    
    any securities exchange or market on which our securities offered in the prospectus
supplement may be listed.
       17




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LEGAL MATTERS
  
 EXPERTS
  
 WHERE YOU CAN FIND ADDITIONAL INFORMATION
   
 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
  1.
    
    Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as
filed with the Commission on March 14, 2011.2.
    
    Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2011, as filed with the Commission on May 16, 2011.3.
    
    Our proxy statement on Schedule 14A, as filed with the Commission on April
28, 2011, to the extent incorporated by reference in our Annual Report on Form 10-K
for the year ended December 31, 2010.4.
    
    Our Current Reports
on Form 8-K, as filed with the Commission
on January 4, 2011, February 28, 2011, April 1, 2011,  June 6, 2011 and June 24, 2011.5.
    
    The description of our Common Stock contained in our Registration Statement
on Form 8-A (File No. 001-33744) filed with the Commission on October 15, 2007
pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
  18




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19




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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 ITEM 14. Other Expenses of Issuance and Distribution.
  Commission registration fee
    
    $
    5,805Transfer Agent and Registrar fees and expenses
    
    
    *Trustee fees and expenses
    
    
    *Printing expenses
    
    
    *Legal fees and expenses
    
    
    *Accounting fees and expenses
    
    
    *Miscellaneous fees and expenses
    
    
    *Total
    
    
    *
 
 *
    
    Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses
(other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering
 of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance
 and distribution of the securities being offered will be included in the applicable prospectus supplement. ITEM 15. Indemnification of Directors and Officers.
   II-1




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ITEM 16. Exhibits.
 ExhibitNo.
    
    Description1.1
    
    Form of Underwriting Agreement.*3.1
    
    Amended and Restated Certificate of Incorporation of TranS1 Inc. (incorporated by reference
to Exhibit 3.2 to the Registration Statement on Form S-1, as amended (File No. 333-144802),
and as declared effective on October 16, 2007).3.2
    
    Amended and Restated Bylaws of TranS1 Inc. (incorporated by reference to Exhibit 3.4 to the
Registration Statement on Form S-1, as amended (File No. 333-144802), and as declared
effective on October 16, 2007).4.1
    
    Form of Indenture related to debt
securities.**4.2
    
    Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-1, as amended (File No. 333-144802), and as declared
effective on October 16, 2007).4.3
    
    Form of Debt Security*4.4
    
    Form of Warrant Agreement*4.5
    
    Form of Warrant Certificate*4.6
    
    Certificate of Designation for Preferred Stock*4.7
    
    Form of Preferred Stock Certificate*5.1
    
    Opinion of Stradling Yocca Carlson
& Rauth. 23.1
    
    Consent of Stradling Yocca Carlson & Rauth (included in Exhibit 5.1).23.2
    
    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. 24.1
    
    Power of Attorney (included on the signature page).25.1
    
    Form T-1 Statement of
Eligibility and Qualification of the Trustee under the Indenture with
respect to the debt securities.+
 
 *
    
    To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, if applicable, and incorporated herein by reference.**
    
    Incorporated by reference to the Registration Statement on
Form S-3 (File. No. 333-174255) filed on May 16,
2011.
    
    Filed herewith.+
    
    To be filed by amendment or pursuant to Trust Indenture Act Section 305(b)(2), if applicable. II-2




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ITEM 17. Undertakings.
 (a)
    
    The undersigned registrant hereby undertakes:
     provided however
      II-3




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(b)
    
    The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, as amended, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended
(and, where applicable, each filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended), that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.(c)
    
    Insofar as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the registrant,
the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933, as
amended, and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.(d)
    
    The undersigned registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act of 1939 (the TIA) in accordance with the rules and regulations prescribed by the
Securities and Exchange Commission under Section 305(b)(2) of the TIA, to the extent applicable.
 II-4




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SIGNATURES
 
  
 TranS1 Inc.By:
    /s/ Ken RealiKen RealiChief Executive Officer and President
(Principal Executive Officer) 
  
 
 Signature
    
    Title
    
    Date/s/ Ken Reali

Ken Reali
    
    President, Chief Executive
Officer and Director
(Principal Executive Officer)
    
    July 13, 2011/s/
Joseph Slattery

Joseph Slattery
    
    Chief Financial Officer (Principal
Financial and Accounting Officer)
    
    July 13, 2011*

Richard Randall
    
    Director
    
    July 13, 2011*

Michael Carusi
    
    Director
    
    July 13, 2011*

Paul LaViolette
    
    Director
    
    July 13, 2011*

Jonathan Osgood
    
    Director
    
    July 13, 2011*

James Shapiro
    
    Director
    
    July 13, 2011*

David Simpson
    
    Director
    
    July 13, 2011
 
 * By:
    /s/ Ken RealiKen Reali,as Attorney-In-Fact




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EXHIBIT INDEX
 ExhibitNo.
    
    Description1.1
    
    Form of Underwriting Agreement.*3.1
    
    Amended and Restated Certificate of Incorporation of TranS1 Inc. (incorporated by reference
to Exhibit 3.2 to the Registration Statement on Form S-1, as amended (File No. 333-144802),
and as declared effective on October 16, 2007).3.2
    
    Amended and Restated Bylaws of TranS1 Inc. (incorporated by reference to Exhibit 3.4 to the
Registration Statement on Form S-1, as amended (File No. 333-144802), and as declared
effective on October 16, 2007).4.1
    
    Form of Indenture related to debt
securities.**4.2
    
    Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-1, as amended (File No. 333-144802), and as declared
effective on October 16, 2007).4.3
    
    Form of Debt Security*4.4
    
    Form of Warrant Agreement*4.5
    
    Form of Warrant Certificate*4.6
    
    Certificate of Designation for Preferred Stock*4.7
    
    Form of Preferred Stock Certificate*5.1
    
    Opinion of Stradling Yocca Carlson
& Rauth. 23.1
    
    Consent of Stradling Yocca Carlson & Rauth (included in Exhibit 5.1).23.2
    
    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. 24.1
    
    Power of Attorney (included on the signature page).25.1
    
    Form T-1 Statement of Eligibility and Qualification of the Trustee under the Indenture with
respect to the debt securities.+
 
 *
    
    To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, if applicable, and incorporated herein by reference.**
    
    Incorporated by reference to the Registration Statement on Form S-3 (File. No. 333-174255) filed on May 16,
2011.
    
    Filed herewith.+
    
    To be filed by amendment or pursuant to Trust Indenture Act Section 305(b)(2), if applicable.