Report of Foreign Issuer (6-k)

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 Offering^SM 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 Offering^SM 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

Exhibit 5.1

Amir Amar Yaron Reiter Ehud Shochatovitch	8 July 2015 Our ref: PDOC-3435-6
Ram Jeanne
Eyal Roy Sageª«¶ Yacov Cohen© Rami Zalko Yoav Caspiª Nir Oren Halit Simchoni	To Rosetta Genomics Ltd. 10 Plaut Street Rehovot 76706 Israel
Aharon Barda
Dana Amirª Oded Grossª Assaf Lapid Ariella Ablov	Dear Sir/Madam, Re: Rosetta Genomics Ltd.
Dana Battatª
Hagit Fartook Ronit Zmani-Armoni Yve Binestock Maya Bar-On© Koby Mamukaª Ben Haklaiª Roi Goldfarb Einat Lasserª Liraz Goldsteinª Yaniv Dekel Meirav Gol	1.	We have acted as Israeli legal counsel to Rosetta Genomics Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with a prospectus supplement dated July 8, 2015 (the "Prospectus Supplement"), for the issuance of ordinary shares of nominal value NIS 0.6 each, of the Company having an aggregate offering price of up to US$3,600,000 (the “Shares”), pursuant to the Controlled Equity Offering Sales Agreement dated as of February 18, 2015 (the “Sales Agreement”) by and between the Company and Cantor Fitzgerald & Co. (the “Agent”), a registration statement on Form F-3, Registration No. 333-185338 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 7, 2012, the base prospectus dated December 19, 2012 (the "Base Prospectus") and the Prospectus Supplement.
Ruthy Wysenbeek-Shauliª
Vardit Tal Dvir Itay Singerª Tamir Bernsteinª Ohad Duvedevanyª Amihai Beer Ofry Yaromª Inbal Yanovski Yael Appel Chen Solomonª Anat Noam-Rubinsteinªµ	2.	In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements, certificates, and other statements of corporate officers and other representatives of the Company, and other documents provided to us by the Company, and such other documents and corporate records, questions of law and other matters as we deemed necessary or appropriate in order to enable us to express the opinions hereinafter set forth. As to matters of fact relevant to our opinion, we have relied exclusively, without independent investigation or verification, upon the Sales Agreement, the other documents referred to hereinabove, and upon matters of fact contained in the representations and warranties contained in such documents.
Ofer Ben-Assa
Samantha Moddel³ Gili Alpern Orly Vidan Adi Abramovich Liraz Tuashi Marina Levin-Lemper Alon Sukenik Adi Karp Avishay Cohen Merav Hirsh Yael Weissª	3.	In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all photocopies, conformed copies, email or facsimiles submitted to us, the genuineness of all signatures and the legal capacity and due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate, and we have assumed the truth of all facts communicated to us by the Company, and have assumed that all consents, minutes and protocols of meetings of the Company's board of directors and shareholders which have been provided to us are true, accurate and have been properly prepared in accordance with the Company's incorporation documents and all applicable laws.

Noa Zaharoni
Efrat Hershkovitz

Gil’ad Ronen

Liron Dahan

Moran Shraga

Nabila Kaboub

Shir Markovitch

Shmulik Tzvi

Roey Dotan

Sariel Cohen

Maayan Apelman-Schwartz

Sharon Laniado

Lital Ben-Zimra Geter

Assaf Amram

Roy Kariv

Nitsan Glik

Itay Grady

Matan Sherf

Tzlil Perlmutter

Yonatan Bzura

Tal Friedman

Keren Weiss

Of Counsel:

Hila Tirosh

Galyah Natan-Epstein²

Ran Rivlin

ª LL.M
« New York

¶ England and Wales
(non-practising)

µ California (inactive)

³ New South Wales

mail@ayr.co.il ■ tel. +972.3.6019601 ■ fax. +972.3.6019602 ■ ayr-lawyers ■ www.ayr.co.il

Main office: 14 Abba Hillel Rd., Ramat-Gan 5250607, Israel ■ Tel-Aviv office: Azrielli Centre, Square Tower, Tel-Aviv 6702501, Israel

In connection herewith, we have assumed that, other than with respect to the Company, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.

Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any fact, nor examined the records of courts, administrative tribunals, or any other similar entity in connection with our opinions expressed herein, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinions set forth below.

This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein.

We are members of the Israel Bar Association and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any jurisdiction other than the laws of the State of Israel. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any jurisdiction, court or administrative agency other than those of the State of Israel.

Based upon and subject to the foregoing, and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein, we are of the opinion that following the issuance and delivery of the Shares and the receipt by the Company of the consideration for the Shares, all as contemplated by the Sales Agreement and a duly authorized Placement Notice (as defined in the Sales Agreement), the Shares will be validly issued, fully paid and non-assessable.

-2-

The opinions set forth above are further subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and the availability of remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefore may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution may be limited by Israeli or United States federal or state securities laws and the public policy underlying such laws; (iv) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses; (v) the effect of statute of limitations and (v) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws.

10.

We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission as an exhibit to the Company's 6-K to be dated July 8, 2015, which is incorporated by reference in the Registration Statement and the reference to our firm in the section of the Prospectus Supplement entitled "Legal Matters". By giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations promulgated thereunder.

11.

This opinion shall be governed by the laws of the State of Israel, and exclusive jurisdiction with respect thereto under all and any circumstances, and under all and any proceedings shall be vested only and exclusively with the courts of Tel Aviv in the State of Israel. This opinion is rendered to you subject to, based and in reliance on your agreement to comply with the exclusive choice of law and jurisdiction contained herein and to refrain under all and any circumstances from initiating any proceedings or taking any legal action relating to this opinion outside of the State of Israel.

12.

This opinion is being delivered to you solely for your information in connection with the above matter and may not be relied upon in any manner by any other person and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission.