UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

Form 6-K

 

 

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of July, 2015

 

Commission File Number 001-33042

 

Rosetta Genomics Ltd.
(Translation of registrant’s name into English)

 

10 Plaut Street, Science Park
Rehovot 76706, Israel

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    o

 

 
 


 

Rosetta Genomics Ltd.

 

On February 18, 2015, Rosetta Genomics Ltd. (“Rosetta”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor”). Under the Agreement, Rosetta may offer and sell ordinary shares, par value NIS 0.6 per share, from time to time through Cantor, acting as agent. On July 8, 2015, Rosetta filed a prospectus supplement relating to the offer and sale, from time to time, of its ordinary shares having an aggregate offering price of up to $3,600,000 (the “Shares”) pursuant to the Agreement. Rosetta intends to use the net proceeds from the offering, if any, for its operations and for other general corporate purposes, including, but not limited to, repayment or refinancing of future indebtedness or other future corporate borrowings, working capital, intellectual property protection and enforcement, capital expenditures, investments, acquisitions or collaborations, research and development and product development.

 

Rosetta is not obligated to sell any Shares pursuant to the Agreement. Subject to the terms and conditions of the Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The NASDAQ Capital Market, to sell Shares from time to time based upon Rosetta's instructions, including any price, time or size limits or other customary parameters or conditions Rosetta may impose.

 

Under the Agreement, Cantor may sell Shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on The NASDAQ Capital Market, on any other existing trading market for the Shares or to or through a market maker. In addition, pursuant to the terms and conditions of the Agreement and subject to the instructions of Rosetta, Cantor may sell Shares by any other method permitted by law, including in privately negotiated transactions.

 

Rosetta will pay Cantor a commission of up to 3.0% of the aggregate gross proceeds from each sale of Shares.

 

The opinion of Rosetta’s counsel regarding the validity of the Shares that may be issued pursuant to the Agreement is also filed herewith as Exhibit 5.1.

 

The Shares will be issued pursuant to Rosetta's previously filed and effective Registration Statement on Form F-3 (File No. 333-185338), the base prospectus dated December 19, 2012, filed as part of such Registration Statement, and the prospectus supplement dated July 8, 2015, filed by Rosetta with the Securities and Exchange Commission. This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 
 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Report on Form 6-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts, such as statements regarding the sale of Shares under the Agreement, if any, the intended use of proceeds, as well as termination of the Agreement. These statements are subject to uncertainties and risks including, but not limited to the risks identified in reports filed from time to time with the SEC. All such forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

 

The information contained in this Report (including the exhibits hereto) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3, File Nos. 333-163063, 333-171203, 333-172655, 333-177670 and 333-185338 and on Form S-8, File Nos. 333-141525, 333-147805, 333-165722 and 333-191072.

 

Exhibits

 

Exhibit  
Number Description of Exhibit
5.1 Opinion of Amar Reiter Jeanne Shochatovitch & Co.
10.1 Controlled Equity OfferingSM Sales Agreement, dated February 18, 2015, by and between Rosetta Genomics Ltd. and Cantor Fitzgerald & Co. (incorporated by reference to Rosetta’s Form 6-K/A (File No. 001-33042), filed with the SEC on February 18, 2015).
23.1 Consent of Amar Reiter Jeanne Shochatovitch & Co. (included in Exhibit 5.1).

 

 

 
 

 

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.

  

  Rosetta Genomics Ltd.
   
Date:     July 8, 2015  
   
  By: /s/ Oded Biran
    Oded Biran
    Chief Legal Officer and Corporate Secretary