Report of Foreign Issuer (6-k)
December 03 2015 - 7:01AM
Edgar (US Regulatory)
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 |
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Description of Exhibit |
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4.1 |
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Form of Amendment to Series B Warrants issued by Rosetta Genomics Ltd. to the Purchasers. |
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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.
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ROSETTA GENOMICS LTD. |
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Date: December 3, 2015 |
By: |
/s/ Oded Biran |
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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 120th 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.
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ROSETTA GENOMICS LTD. |
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By: |
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Name: |
Kenneth A. Berlin |
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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:
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Printed Name of Warrant Holder
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By: |
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Name: |
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Title: |
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SIGNATURE PAGE TO AMENDMENT TO SERIES
B WARRANT TO PURCHASE ORDINARY SHARES]
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