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): October 11, 2016

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:

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

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

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

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 11, 2016, Roka Bioscience, Inc. (the “Company”) filed a certificate of amendment to its Seventh Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a one-for-ten reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), that became effective upon filing. Such certificate of amendment was filed pursuant to the authorization granted to the Company by its stockholders at the Company’s annual meeting of stockholders held on June 22, 2016. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The reverse stock split will be effective for trading purposes as of the commencement of trading on the NASDAQ Global Market (“NASDAQ”) on October 12, 2016. At the effective time of the reverse stock split, every ten shares of the Company’s pre-split Common Stock will automatically be reclassified as and converted into one share of post-split Common Stock. Fractional shares that arise as a result of the reverse stock split will be settled in a cash payment based on the product obtained by multiplying the number of fractional shares a stockholder would be entitled to after the effectiveness of the reverse stock split by the last reported sale price of the Common Stock on October 11, 2016 as reported on NASDAQ. The number of authorized shares of the Common Stock and the par value of the Common Stock will remain unchanged following the reverse stock split. To reflect the reverse stock split, proportional adjustments will be made to number of shares of common stock underlying the Company's outstanding Series A Preferred Stock, warrants, stock options and equity compensation plan. American Stock Transfer & Trust Company, the Company’s transfer agent, will act as exchange agent for purposes of implementing the exchange of stock certificates and the payment of cash in lieu of fractional shares.

Item 8.01. Other Events.

On October 11, 2016, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation, dated October 11, 2016
99.1	Press Release issued by the Company on October 11, 2016

SIGNATURE

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

	ROKA BIOSCIENCE, INC.
Dated: October 11, 2016	By:	/s/ Lars Boesgaard
		Name: Lars Boesgaard
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation, dated October 11, 2016
99.1	Press Release issued by the Company on October 11, 2016

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE

SEVENTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

ROKA BIOSCIENCE, INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Roka Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

1.    The date of filing of the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was September 3, 2009. The date of filing of the Amended and Restated Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was September 10, 2009. The date of filing of the Second Amended and Restated Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was April 29, 2011. The date of filing of the Third Amended and Restated Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was December 19, 2011. The date of filing of the Fourth Amended and Restated Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was June 11, 2013. The date of filing of the Fifth Amended and Restated Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was October 1, 2013. The date of filing of the Sixth Amended and Restated Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was November 20, 2013. The date of filing of the Seventh Amended and Restated Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was July 22, 2014.

2.     The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the DGCL setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the DGCL. The amendment amends the Certificate of Incorporation of the Corporation as follows:

Article FOURTH is hereby amended by adding the following text immediately after the third paragraph of Article FOURTH:

“Effective upon the filing of this Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that each five to fifteen shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock, the exact ratio within the five to fifteen range to be determined by the Board of Directors of the Corporation prior to the Effective Time and publicly announced by the Corporation. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification shall be entitled to cash payment for each fractional share of Common Stock that would have been issued to such person.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified, provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.”

3. This Certificate of Amendment and the amendment to the Certificate of Incorporation effected hereby shall be effective immediately upon filing.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 11^th day of October, 2016.

ROKA BIOSCIENCE, INC.

By:	/s/ Paul G. Thomas
Name:	Paul G. Thomas
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Roka Bioscience, Inc. Announces One-For-Ten Reverse Stock Split

WARREN, N.J., October 11, 2016 /PRNewswire/ -- Roka Bioscience, Inc. (ROKA), a molecular diagnostics company focused on providing advanced testing solutions for the detection of foodborne pathogens, today announced that it is effecting a 1-for-10 reverse stock split of its common stock. Beginning with the opening of trading on October 12, 2016, the Company’s common stock will trade on a split-adjusted basis on the NASDAQ and will trade under a new CUSIP (775431208).

Pursuant to the authorization granted to the Company by stockholders at its 2016 annual meeting, the Company is executing a 1-for-10 reverse split to assist with regaining compliance with NASDAQ $1.00 minimum bid price requirement.

As a result of the reverse stock split, every ten shares of Roka’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of Roka common stock, with no change in par value per share or the authorized shares of the Company. This will reduce the number of outstanding shares of Roka common stock from approximately 17.8 million to approximately 1.8 million.

The reverse stock split affects all shares of the Company’s common stock outstanding, and also proportionately reduces the number of shares of common stock underlying the Company’s outstanding Series A Preferred Stock, warrants and equity awards. As a result, each stockholder’s percentage ownership interest and proportional voting power remains unchanged and the rights and privileges of the holders of the Company’s common stock are unaffected. Stockholders are not required to take any action.

No fractional shares will be issued in connection with the reverse stock split. Holders of fractional shares will be paid out in cash for the fractional portion with the Company's overall exposure for such payouts expected to be a nominal amount. American Stock Transfer and Trust Company, LLC (“AST”), Roka’s transfer agent, will act as exchange agent for the reverse stock split and stockholders will receive instructions from AST as to procedures for exchange existing stock certificates for new certificates or book-entry shares and for the receipt of cash proceeds in lieu of fraction shares.

About Roka Bioscience

Roka Bioscience, Inc. 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://www.rokabio.com.

Forward-Looking Statements

This press release contains statements that are forward-looking, including statements regarding Roka's ability to comply with applicable NASDAQ listing requirements. Although Roka believes that the forward-looking statements contained herein are reasonable, it can give no assurance that its expectations are correct. Forward-looking statements involve risks and uncertainties, many of which are beyond Roka's control. These risks, uncertainties and other factors could cause actual results to differ materially from those projected in forward-looking statements. For a detailed description of such risks and uncertainties, you are encouraged to review the official corporate documents filed with the Securities and Exchange Commission on EDGAR. Roka does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.

Investor or Media related inquiries please contact:

Investor Contact:

Roka Bioscience, Inc.

ir@rokabio.com

855-ROKABIO (855-765-2246)