8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 13, 2015

Roka Bioscience, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36538	27-0881542
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

20 Independence Boulevard Warren, NJ	07059
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(908) 605-4700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On August 13, 2015, upon the recommendation of the Nominating and Corporate Governance Committee of Roka Bioscience, Inc. (the "Company"), the Company's Board of Directors (the "Board") appointed Nicholas J. Valeriani, age 58, as a Class III director, effective immediately. Mr. Valeriani will hold this position until the 2017 annual meeting of the Company's shareholders or until his successor is elected and qualified, subject to his earlier resignation or removal.

Since 2012, Mr. Valeriani has been the Chief Executive Officer of the Gary and Mary West Health Institute, an independent, nonprofit medical research organization that works to create new, more effective ways of delivering care at lower costs. Mr. Valeriani has announced plans to retire from the organization’s chief executive position, effective September 3, 2015, however Mr. Valeriani will remain on the Gary and Mary West Health Institute’s board of directors and will join the Gary and Mary West Health Policy Center’s board. Prior to joining West Health in 2012, Mr. Valeriani spent 34 years at Johnson & Johnson (NYSE: JNJ) and served as a member of its executive committee. Currently, Mr. Valeriani serves on the boards of directors of Robert Wood Johnson University Hospital, Edwards Lifesciences Corporation (NYSE: EW) and the Center for Medical Interoperability. Mr. Valeriani has a master's degree in business administration from Rutgers University, Graduate School of Management, and a bachelor's degree in industrial engineering from Rutgers University, College of Engineering.

Mr. Valeriani will participate in the Company's standard non-employee director compensation plan, including an initial option grant to purchase 30,000 shares of the Company's common stock upon joining the Board, an annual cash retainer fee of $42,000 and an annual stock option grant to purchase 15,000 shares of the Company's common stock.

There is no arrangement or understanding pursuant to which Mr. Valeriani was appointed to the Board, nor are there any transactions or proposed transactions to which the Company and Mr. Valeriani are, or will be, a party. As of the date of this report, Mr. Valeriani has not entered into any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Item 7.01. Regulation FD Disclosure.

On August 13, 2015, the Company issued a press release announcing the appointment of Nicholas J. Valeriani. A copy of the press release is furnished as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 Press release of Roka Bioscience, Inc., dated August 13, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROKA BIOSCIENCE, INC.
Dated: August 13, 2015	By:	/s/ Steven T. Sobieski
		Name: Steven T. Sobieski
		Title: Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Press Release

Nicholas Valeriani Appointed to Roka Biosciences' Board of Directors

Warren, NJ - August 13, 2015 / PRNewswire - Roka Bioscience, Inc. (NASDAQ: ROKA), a molecular diagnostics company focused on providing advanced testing solutions for the detection of foodborne pathogens, today announced that Nicholas J. Valeriani has been appointed to its board of directors.  Since 2012, Mr. Valeriani, 58, has been the Chief Executive Officer of the Gary and Mary West Health Institute. Mr. Valeriani has announced plans to retire from the organization’s chief executive position, effective September 3, 2015, however he will remain on the Institute’s board of directors and will join the Gary and Mary West Health Policy Center’s board.   Prior to joining West Health, Mr. Valeriani spent 34 years at Johnson & Johnson and served as a member of its executive committee. 

"We are pleased to add Nick's talents and deep experience to our board," said Paul Thomas, Roka's CEO and President. “Mr. Valeriani brings a unique perspective to our Board through his vast diagnostics expertise and track record of driving achievement of strategic and operating objectives. I, and the other members of the Roka Board, look forward to working with Nick as we continue to make progress toward our key initiatives and position Roka for accelerated long-term growth.”

Currently, Valeriani serves on the boards of directors of Robert Wood Johnson University Hospital, Edwards LifeSciences and the Center for Medical Interoperability. Mr. Valeriani has a master's degree in business administration from Rutgers University, Graduate School of Management, and a bachelor's degree in industrial engineering from Rutgers University, College of Engineering.

About Roka Bioscience

Roka Bioscience is a molecular diagnostics company focused on developing and commercializing advanced testing solutions for the food safety testing market. Our Atlas Detection Assays incorporate our advanced molecular technologies and are performed on our “sample-in, result-out” Atlas System that automates all aspects of molecular diagnostic testing on a single, integrated platform. The Atlas System and Detection Assays are designed to provide our customers with accurate and rapid test results with reduced labor costs and improved laboratory efficiencies. For more information, visit http://rokabio.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, as amended (the “Exchange Act”). These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s current beliefs and assumptions. Any statements contained herein (including, without limitation, statements to the effect that we “believe”, “expect”, “anticipate”, “plan” and similar expressions) that are not statements of historical fact should be considered forward-looking statements. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward looking statements. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. Such factors include those set forth in the company’s filings with the Securities and Exchange Commission. We expressly disclaim any obligation to update any forward-looking statements, except as may be required by law. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this press release and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release.

Investor Contact:

Roka Bioscience, Inc.

ir@rokabio.com

855-ROKABIO (855-765-2246)

Source: Roka Bioscience