PHILADELPHIA, PAand REHOVOT, ISRAEL / ACCESSWIRE / May 7, 2018 / Rosetta Genomics Ltd. (the "Company") (NASDAQ: ROSG) announced today that on May 2, 2018, it received a "delinquency" delisting notice from NASDAQ Stock Market ("Nasdaq").
The Company has not yet filed its Form 20-F as required pursuant to Nasdaq's Listing Rule 5250(c)(2) for the period ended December 31, 2017.On May 1, 2018, the Company filed a Form 12b-25 stating that, "…the Company does not believe it will be able to file its Form 20-F within the fifteenth calendar day after its prescribed due date." Based upon this disclosure and the Company's failure to meet the terms of the Staff's extension concerning complying with Nasdaq's minimum stockholders' equity requirement pursuant to Nasdaq Listing Rule 5550(b) (the "Rule"), Nasdaq has determined that this serves as an additional basis for delisting the Company's securities from Nasdaq.
On October 24, 2017, Staff notified the Company that it did not comply with the Rule, which requires a minimum $2,500,000 stockholders' equity, $35,000,000 market value of listed securities, or $500,000 net income from continuing operations.On December 19, 2017, the Company received a notification letter from Nasdaq informing the Company that Nasdaq had determined to grant the Company an extension to regain compliance with the Rule.The terms of the extension were as follows: on or before April 23, 2018, the Company must have closed on the previously announced transaction with Genoptix, Inc. ("Genoptix"), which would effectively result in the delisting of the Company from the Nasdaq Capital Market.If the transaction with Genoptix failed to close on or before April 23, 2018, the Company would have to provide confirmation through a public filing that, as of April 23, 2018, the Company had raised sufficient equity capital or otherwise achieved compliance with the Rule.
As of April 23, 2018, the Company had not completed its proposed merger with Genoptix, Inc., and the Company had not provided confirmation through a public filing that it complies with Nasdaq Listing Rule 5550(b).
On April 23, 2018, the Company submitted a request for a hearing with the Nasdaq Hearing Panel (the "Hearing"), which Hearing was set for May 17, 2018.
On April 26, 2018, the shareholders of the Company approved the merger of the Company with a subsidiary of Genoptix at the Company's Extraordinary General Meeting of Shareholders.
Accordingly, pursuant to Nasdaq Listing Rule 5815(a)(1)(B), the Company will request a stay ofthe suspension of the Company's securities pending the decision of the Hearing.
About Rosetta Genomics
Rosetta is pioneering the field of molecular diagnostics by offering rapid and accurate diagnostic information that enables physicians to make more timely and informed treatment decisions to improve patient care.Rosetta has developed a portfolio of unique diagnostic solutions for oncologists, endocrinologists, cytopathologists and other specialists to help them deliver better care to their patients. RosettaGX Reveal™, a Thyroid microRNA Classifier for classifying indeterminate thyroid nodules, as well as the full RosettaGX® portfolio of cancer testing services are commercially available through the Company's Philadelphia, PA-based CAP-accredited, CLIA-certified lab.
Forward-LookingStatement Disclaimer
Various statements in this release concerning Rosetta's future expectations, plans and prospects containing the words "expect," "believe," "will," "may," "should," "project," "estimate," "anticipated," "scheduled," and like expressions, and the negative thereof, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements represent expectations of Rosetta as of the date of this press release. Subsequent events may cause these expectations to change, and Rosetta disclaims any obligation to update the forward-looking statements in the future except as may otherwise be required by the federal securities laws. Rosetta may not be able to complete the proposed transactions on the terms set forth in the merger agreement or other acceptable terms or at all. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (2) the failure to satisfy applicable closing conditions, (3) risks related to disruption of management's attention from Rosetta's on-going business operations due to the pending transaction, (4) the effect of the announcement of the pending transactions on the ability of Rosetta to retain and hire key personnel, maintain relationships with its customers and suppliers, and maintain its operating results and businesses generally and (5) risks that the actual purchase price per share could differ from our estimate because the actual amount of payments for outstanding debt, convertible debentures, warrant termination payments, professional fees, expenses and other items could differ from Rosetta's assumptions. Further information on potential factors that could affect actual results is included in Rosetta's reports filed with the U.S. Securities and Exchange Commission.
RosettaGenomics Investor Contact:
Ron Kalfus
ronk@rosettagx.com
(949) 587-7522
SOURCE: Rosetta Genomics Ltd.