ROSGQ Rosetta Genomics Ltd (CE)

 

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 December 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 ¨

 

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.

 

As previously reported, on October 13, 2015 Rosetta Genomics Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which Rosetta agreed to sell securities to various accredited investors (the “Purchasers”) in a private placement transaction (the “Private Placement”).  The Private Placement closed on October 15, 2015.

 

Pursuant to the terms of the Securities Purchase Agreement, the Purchasers were issued partially pre-funded Series B Warrants (the “Series B Warrants”).  The Series B Warrants have an exercise price of NIS 0.6 (which has been prepaid) plus $0.0001 per share, and, pursuant to their terms, became exercisable for an aggregate of 2,666,667 of the Company’s ordinary shares as of November 25, 2015. The Series B Warrants as issued were exercisable for 60 days following the effective date of the resale registration statement on Form F-3 that the Company was required to file to cover the resale of the securities issued in the Private Placement (the “Resale Registration Statement”). The Resale Registration Statement was declared effective by the SEC on November 10, 2015.

 

On November 30, 2015, the Company and certain Purchasers agreed to amend the Series B Warrants to extend the exercise period until 120 days following the effective date of the Resale Registration Statement (i.e. until March 9, 2016).  A copy of the Form of Amendment to the Series B Warrants is filed as Exhibit 4.1 to this Form 6-K and incorporated by reference herein.

 

The information contained in this Report (including the exhibit 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, 333-185338 and 333-207697.

 

Exhibits

 

Exhibit Number		Description of Exhibit
4.1		Form of Amendment to Series B Warrants issued by Rosetta Genomics Ltd. to the Purchasers.

 

 

 

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: December 3, 2015	By:	/s/ Oded Biran
		Oded Biran Chief Legal Officer and Corporate Secretary

 

 

Exhibit 4.1

 

ROSETTA GENOMICS LTD.

 

AMENDMENT TO SERIES B WARRANT TO PURCHASE ORDINARY SHARES

 

This Amendment (this “Amendment”) to each Series B Warrant (each a “Series B Warrant,” and collectively the “Series B Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of October 13, 2015, by and among Rosetta Genomics Ltd., a company organized under the laws of the State of Israel, and the Purchasers referred to therein (the “Purchase Agreement”), shall be effective as of the date that this Amendment is executed by the Company and the holders of Series B Warrants constituting the Required Holders. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Purchase Agreement.

 

RECITALS

 

WHEREAS: the Company has issued Series B Warrants to purchase ordinary shares of the Company, par value NIS 0.6 per share, pursuant to the Purchase Agreement;

 

WHEREAS: the Company has determined that it is in the best interests of the Company and its security holders to amend each Series B Warrant to extend the Expiration Date; and

 

WHEREAS: the Series B Warrants may be amended with the written consent of the Company and the Required Holders.

 

NOW THEREFORE: in consideration of the premises and the mutual covenants contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.            The definition of “Expiration Date” set forth in Section 17(j) of the Purchase Agreement shall be amended as follows:

 

(j) “Expiration Date” means the 120^th calendar day after the Effective Date.

 

2.             This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

3.             Except as herein provided, all of the terms of the Series B Warrants shall remain in full force and effect.

 

(signature page follows)

 

 

 

 

EXECUTED as of _____________, 2015.

 

 

	ROSETTA GENOMICS LTD.
	By:
	Name:	Kenneth A. Berlin
	Title:	President and Chief Executive Officer

 

 

 

 

 

SIGNATURE PAGE TO AMENDMENT TO SERIES B WARRANT TO PURCHASE ORDINARY SHARES]

 

EXECUTED as of ____________, 2015.

 

SERIES B WARRANT HOLDER:

	Printed Name of Warrant Holder
	By:
	Name:
	Title:

 

 

 

 

 

SIGNATURE PAGE TO AMENDMENT TO SERIES B WARRANT TO PURCHASE ORDINARY SHARES]