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Rosetta Genomics Raises $1.75M, Negotiating for Additional $1.25M

NEW YORK (GenomeWeb News) – Rosetta Genomics announced today it has raised $1.75 million in a private placement, and is negotiating for another $1.25 million.

The $1.75 million was raised through the sale of senior secured debentures to an unnamed accredited investor. The debentures have a maturity date of Jan. 26, 2013 and accrue interest at 10 percent annually, payable semi-annually.

An aggregate of $300,000 in principal amount of the debentures can be converted into ordinary shares of Rosetta at a conversion price of $.0944 per share.

Rosetta said it also has agreed to negotiate in good faith with a designee of the holders of the debenture for a fully paid, worldwide exclusive license to all current and future issued patents, patent applications, patent filings, know how, data, other intellectual property, license and contract rights owned or controlled by Rosetta or any current or future subsidiary, and all of Rosetta's rights under certain license agreements.

The licensee would pay Rosetta a one-time fee of $1.25 million if an agreement is reached.

The license would cover all predictive, diagnostic, prognostic, and theranostic uses and applications associated with cancer with the use of any body fluid, Rosetta said, but would exclude all of the company's current tests — miRview mets; miRview mets^2; miRview squamous; miRview meso; and miRview lung.

If a licensing deal is not executed by the two parties by Feb. 29, or a later date agreed upon by the parties, the interest rate on the debentures would increase to 18 percent annually.

Aegis Captal acted as sole placement agent for the financing.

Cash-strapped Rosetta announced a restructuring in the fall that included the planned layoffs of 35 employees, which is expected to save the firm $4.2 million annually in operating expenses.

The Israel-based molecular diagnostic company raised $1.5 million in November in a private placement, and last month it sold its stake in Rosetta Green for $900,000.

Rosetta currently is not in compliance with a Nasdaq listing requirement that its bid price be at least $1 per share for at least 30 consecutive business days and has been warned by Nasdaq that it could face delisting action. It has until May 29 to regain compliance.

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