GENERAL | GENERAL Organization and Business Rosetta Genomics Ltd. (the “Company”) commenced operations on March 9, 2000. The Company’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 Genomics is working on the application of these technologies in the development of a full range of microRNA-based diagnostic tools. The Company’s microRNA-based tests, RosettaGX Cancer Origin, RosettaGX Reveal, mi-LUNG, and mi-KIDNEY, are commercially available worldwide and all samples are processed in its Philadelphia-based CAP-accredited, Clinical Laboratories Improvement Amendments (“CLIA”) certified lab. The Company’s broad menu of molecular and other assays for bladder, lung, prostate and breast cancer patients are offered through its facility in Lake Forest, California. The Company has three wholly-owned subsidiaries in the United States: (1) Rosetta Genomics, Inc. (“Rosetta Inc.”), (2) Minuet Diagnostics, Inc. (“Minuet”), and (3) CynoGen, Inc. (“CynoGen” or “PersonalizeDx” and collectively with Rosetta Inc. and Minuet, the “U.S. Subsidiaries”). The principal business activities of the U.S. Subsidiaries are to commercialize the Company’s products, perform tests in its CLIA-approved laboratories and expand the business of the Company in the United States. Discontinued Operations During the first half of 2017, the Company committed to a plan to sell its PersonalizeDx business in order to focus on its core business. Accordingly, PersonalizeDx’s results of operations and statement of financial position balances are presented as discontinued operations. All prior periods’ comparable results of operation, assets and liabilities have been retroactively reclassified to present the discontinued operations. Six months ended 2017 2016 Revenues $ 2,741 $ 4,227 Cost of revenues 2,167 2,904 Operating expenses 2,256 2,148 Operating loss 1,682 825 Financial expenses, net 1 - Net loss $ 1,683 $ 825 Depreciation expense totaled $ 276 314 The major classes of assets and liabilities that were classified as discontinued operations were as follows: June 30 December 31 2017 2016 Cash and cash equivalents $ 445 $ 1,570 Short-term bank deposits - 78 Trade receivables 2,018 2,520 Other accounts receivable and prepaid expenses 68 78 Property and equipment, net 779 1,817 Total assets of discontinued operations $ 3,310 $ 6,063 Trade payables 515 702 Accrued expenses and other liabilities 143 172 Total liabilities of discontinued operations $ 658 $ 874 On September 8, 2017, subsequent to the balance sheet date, the Company entered into a definitive agreement to sell the stock of Minuet along with its PersonalizeDx business to Pragmin Prognosis, Inc., in order to focus on its core miRNA business. The transaction is subject to certain closing conditions. As of the date of this filing, this transaction has not yet closed. Reverse Stock Split On March 16, 2017, the shareholders of the Company, at an Extraordinary General Meeting of Shareholders, approved a reverse stock split and consolidation of the registered (authorized) share capital of the Company as follows: every twelve (12) Ordinary Shares with a nominal (par) value of NIS 0.6 each were consolidated into one (1) Ordinary Share with a nominal (par) value of NIS 7.2 each. Liquidity and Capital Resources During the six-month period ended June 30, 2017, and the year ended December 31, 2016, the Company incurred operating losses from continued operation amounting to $ 2,904 13,184 As of June 30, 2017, the Company’s cash position (cash and cash equivalents and short-term bank deposits) totaled approximately $ 1,325 On August 3, 2017, the Company entered into a securities purchase agreement with certain institutional healthcare investors in connection with the offering of 138,000 7.2 1,811,974 1.40 1.39 2,712 The aggregate net proceeds to the Company from the Offering, after deducting the placement agent’s fees and expenses and the Company’s estimated offering expenses were approximately $ 2,200 The Series A Warrants are immediately exercisable upon issuance and have a term of five years and the Series B Warrants are immediately exercisable upon issuance until exercised in full. The exercise price of the Series A Warrants is $ 1.50 0.01 On September 28, 2017, the Company entered into definitive agreements with one prominent institutional healthcare investor for a private placement of unregistered convertible debentures (convertible into 2,173,914 2,173,914 2,000 The convertible debentures will (i) have a term of 30 0.92 The warrants will (i) have a term of five years, (ii) be exercisable upon issuance and (iii) have an exercise price of $ 1.15 In the event of a reverse stock split, the conversion price of the convertible debentures 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 $0.20 per share. Additionally, the conversion price of the convertible debentures are subject to full ratchet anti-dilution protection in the event the Company issues securities below the conversion price then in effect; provided that the conversion price of the debentures will not be adjusted below $ 0.20 According to management estimates, liquidity resources as of June 30, 2017, and net proceeds from the August 2017 and September 2017 offerings, will be sufficient to maintain the Company’s operations into the latter part of the fourth quarter of 2017. The Company’s inability to raise funds to carry out its business plan will have a severe negative impact on its ability to remain a viable company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as a going concern. |