Rosetta Genomics Announces Pricing of $5 Million Concurrent Registered Direct and Private Placement Offering
November 23 2016 - 3:35PM
Business Wire
Rosetta Genomics Ltd. (NASDAQ: ROSG), a leading developer and
provider of microRNA-based and other molecular diagnostic testing
services, today announced it has entered into definitive agreements
with one prominent institutional healthcare investor to purchase an
aggregate of 1,095,000 ordinary shares at a purchase price per
share of $0.50 and registered convertible debentures (convertible
into 6,320,000 ordinary shares) in a registered direct offering, as
well as unregistered convertible debentures (convertible into
2,585,000 ordinary shares) and warrants to purchase up to
10,000,000 ordinary shares in a concurrent private placement. The
offering is expected to result in gross proceeds of approximately
$5 million.
All convertible debentures will (i) have a term of 30 years,
(ii) be unsecured, (iii) not bear any interest and (iv) have a
conversion price of $0.50 per share. The warrants will (i) have a
term of five years, (ii) be exercisable upon issuance and (iii)
have an exercise price of $0.85 per share. In the event of a
reverse stock split, the conversion price of the convertible
debentures and the exercise price of the warrants may be reduced to
the average of the volume weighted average price for the two days
with the lowest volume weighted average price during the ten
trading days immediately following the reverse stock split;
provided that the conversion price of the debentures will not be
adjusted below $0.25 per share. Additionally, the conversion price
of the convertible debentures and the exercise price of the
warrants are subject to full ratchet anti-dilution protection in
the event Rosetta issues securities below the exercise price or
conversion price, as applicable, then in effect; provided that the
conversion price of the debentures will not be adjusted below $0.25
per share.
Aegis Capital Corp. acted as the Lead Placement Agent and Maxim
Group LLC acted as Co-Placement Agent for the offering.
The initial closing of the offering at which the company will
receive gross proceeds of $3,707,500 for the ordinary shares, the
registered debenture and warrants is expected to occur on or about
November 29, 2016 and is subject to the satisfaction of customary
closing conditions. A second closing at which the company will
receive gross proceeds of $1,292,500 for the unregistered
convertible debentures will be held upon the effectiveness of a
resale registration statement covering the resale of the ordinary
shares issuable upon conversion of the unregistered convertible
debentures and upon exercise of the warrants, subject to the
satisfaction of customary closing conditions.
The ordinary shares and registered convertible debentures
described above were offered pursuant to a registration statement
on Form F-3 (File No. 333-210366), which was declared effective by
the United States Securities and Exchange Commission ("SEC") on
March 30, 2016. The unregistered convertible debentures and
warrants described above were offered in a private placement under
Section 4(a)(2) under the Securities Act of 1933, as amended (the
“Act”), and Regulation D promulgated thereunder and, along with the
ordinary shares issuable upon their conversion and exercise, have
not been registered under the Act, and may not be offered or sold
in the United States absent registration with the SEC or an
applicable exemption from such registration requirements. Rosetta
has agreed to file one or more registration statements with the SEC
covering the resale of the ordinary shares issuable upon conversion
of the unregistered convertible debentures and upon exercise of the
warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities 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.
The Company will file a prospectus supplement with the SEC
relating to the ordinary shares and the registered convertible
debentures (and the ordinary shares underlying the convertible
debentures), and following such filing, copies of the prospectus
supplement and the accompanying base prospectus relating to this
offering may be obtained at the SEC's website at
http://www.sec.gov. Copies of the prospectus supplement and
accompanying prospectus relating to the offering may also be
obtained from Aegis Capital Corp. by request to Prospectus
Department, 810 Seventh Avenue, 11th Floor, New York, NY, 10019,
telephone: 212-813-1010 or e-mail: prospectus@aegiscap.com.
About Rosetta Genomics
Rosetta develops and commercializes a full range of
microRNA-based and other molecular diagnostics. Rosetta’s
integrative research platform combining bioinformatics and
state-of-the-art laboratory processes has led to the discovery of
hundreds of biologically validated novel human microRNAs. Building
on its strong patent position and proprietary platform
technologies, Rosetta is working on the application of these
technologies in the development and commercialization of a full
range of microRNA-based diagnostic tools. Through the acquisition
of PersonalizeDx, the Company now offers core FISH, IHC and
PCR-based testing capabilities and partnerships in Pathology,
Oncology and Urology that provide additional content and platforms
that complement Rosetta’s microRNA and Next-Gen Sequencing
offerings. RosettaGX Reveal™, a Thyroid microRNA Classifier for the
diagnosis of indeterminate thyroid FNA smears, as well as the full
RosettaGX™ portfolio of cancer testing services are commercially
available through the Company’s Philadelphia, PA- and Lake Forest,
CA-based CAP-accredited, CLIA-certified labs.
Forward-Looking Statement Disclaimer
Various statements in this release, including but not limited
to, statements relating to the expected closing date and expected
gross proceeds for the offering constitute forward-looking
statements for the purposes of the safe harbor provisions under The
Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those indicated by these forward-looking
statements as a result of various important factors, including
those risks more fully discussed in the "Risk Factors" section of
Rosetta’s most recently filed Annual Report on Form 20-F, as filed
with the SEC. In addition, any forward-looking statements represent
Rosetta’s views only as of the date of this release and should not
be relied upon as representing its views as of any subsequent date.
Rosetta does not assume any obligation to update any
forward-looking statements unless required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20161123005701/en/
Rosetta Genomics Contact:Ken Berlin, President &
CEO(267) 298-1159investors@rosettagx.comorRosetta Genomics
Investor Contact:LHAAnne Marie Fields(212)
838-3777afields@lhai.com
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