Rosetta Genomics, Ltd. (“Rosetta”) (NASDAQ: ROSG), a leading developer and provider of microRNA-based molecular diagnostics, today announced it has entered into definitive agreements with investors to purchase an aggregate of $6.0 million in securities in concurrent private placement and registered direct offerings. The closings of the offerings are expected to occur on or about February 23, 2011 and are subject to the satisfaction of customary closing conditions.
Under the terms of the private placement, Rosetta will sell an aggregate of 4,541,668 ordinary shares at a price of $0.60 per share. The purchasers in the private placement will also receive warrants to purchase up to an aggregate of 3,406,251 ordinary shares at an exercise price of $0.80 per share (the “Private Placement Warrants”). The Private Placement Warrants will be exercisable immediately upon issuance and will have a term of five years. Rosetta is required to file a resale registration statement on Form F-3 within 20 days following the closing of the private placement that covers the resale by the purchasers of the ordinary shares and the ordinary shares issuable upon exercise of the Private Placement Warrants issued in the private placement.
Under the terms of the registered direct offering, Rosetta will sell an aggregate of 5,458,671 ordinary shares at a price of $0.60 per share. The purchasers in the registered direct offering will also receive warrants to purchase up to an aggregate of 2,729,335 ordinary shares at an exercise price of $0.80 per share (the “Registered Direct Warrants”). The Registered Direct Warrants will be exercisable immediately upon issuance and will have a term of five years.
Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM), acted as the exclusive placement agent for both offerings.
The securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws.