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
UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of March 2014
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 Offices)
|
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
þ
Form 40-F
¨
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):
¨
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):
¨
Rosetta Genomics Ltd.
On March 31, 2014, Rosetta Genomics
Ltd. (“Rosetta”) filed a prospectus supplement relating to the offer and sale, from time to time on or after the
date hereof, of its ordinary shares, par value NIS 0.6 per share, having an aggregate offering price of up to $10,000,000 (the
“Shares”) pursuant to that certain Controlled Equity Offering
SM
Sales Agreement dated March 22, 2013
(the “Agreement”) by and between Rosetta and Cantor Fitzgerald & Co., as sales agent (“Cantor”).
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 prospectus supplement. 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.
The Agreement will terminate upon the earlier
of (1) the sale of all ordinary shares subject to the Agreement, or (2) termination of the Agreement as otherwise permitted therein.
The Agreement may be terminated by Cantor or Rosetta at any time upon ten days' notice to the other party, or by Cantor at any
time in certain circumstances, including the occurrence of a material adverse change in Rosetta.
Rosetta will pay Cantor a commission of
3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Cantor with customary indemnification and
contribution rights.
The foregoing summary of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is
incorporated by reference as Exhibit 10.1 hereto and incorporated herein by reference. The Agreement contains representations and
warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions
of the Agreement and in the context of the specific relationship between the parties. The provisions of the Agreement, including
the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Agreement
and are not intended as a document for investors and the public to obtain factual information about the current state of affairs
of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in
Rosetta’s filings with the SEC.
The opinion of Rosetta's counsel regarding
the validity of the Shares that will 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 March 31, 2014, 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
(included 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.
Exhibits
Exhibit
Number
|
|
Description of Exhibit
|
5.1
|
|
Opinion of Raved Magriso Benkel & Co.
|
10.1
|
|
Controlled Equity Offering
SM
Sales Agreement, dated March 22, 2013, by and between Rosetta Genomics Ltd. and Cantor
Fitzgerald & Co. (incorporated by reference to Exhibit 10.1 of the Report on Form 6-K filed by Rosetta on March 22, 2013 (File
No. 001-33042)).
|
23.1
|
|
Consent of Raved Magriso Benkel & Co. (included in Exhibit 5.1).
|
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
ROSETTA GENOMICS LTD.
|
|
|
Date: March 31, 2014
|
By:
|
/s/ Oded Biran
|
|
|
|
Oded Biran
Chief Legal Officer and Corporate Secretary
|
|
Rosetta Genomics (CE) (USOTC:ROSGQ)
Historical Stock Chart
From Aug 2024 to Sep 2024
Rosetta Genomics (CE) (USOTC:ROSGQ)
Historical Stock Chart
From Sep 2023 to Sep 2024