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): January 17, 2017

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

On January 17, 2017, Roka Bioscience, Inc. (the “Company”) announced that Mary Duseau, age 51, has been appointed as the Company’s Chief Executive Officer, President and Secretary. Ms. Duseau succeeds Paul G. Thomas as Chief Executive Officer, President and Secretary. Ms. Duseau has also been appointed to serve on the Company’s Board of Directors effective immediately. Following his resignation as an officer of the Company, the Board of Directors appointed Mr. Thomas to serve as Chairman of the Board. In addition, on January 17, 2017, Jonathan Silverstein resigned from the Board effective immediately.

Prior to her promotion, Ms. Duseau served as the Company’s Senior Vice President and Chief Commercial Officer from February 2015 until January 2017. Prior to joining Roka, from October 2012 until January 2015, Ms. Duseau held various positions at Andor Technology plc (“Andor”), a division of Oxford Instruments plc and leader in the global scientific digital camera market, and since February 2014 has served as Global Sales Director at Andor where she oversaw the company’s Global Sales Organization. Prior to joining Andor, Ms. Duseau held various sales and management roles of increasing responsibility with PerkinElmer, Inc. (NYSE: PKI) from 2000 through September 2012, including the position of Vice-President Sales & Marketing, Bio-discovery, from 2008 to September 2012, where she led the sales and marketing of the company’s life science tools business. Ms. Duseau received her Bachelor of Science in Biochemistry with a minor in Neuroscience from the University of Massachusetts, Amherst.

The Company and Ms. Duseau are party to an employment agreement (the “Employment Agreement”), which became effective on February 4, 2015 (the “Commencement Date”). The Employment Agreement provides for, among other things, (i) an annual base salary of $400,000 (the “Base Salary”), which is subject to periodic adjustment by the Company’s Board of Directors (the “Board”) or the Compensation Committee, (ii) eligibility for an annual bonus with a target amount of up to 40% of the Base Salary, based on the achievement of certain individual and/or corporate performance targets, (iii) a vehicle allowance of $7,200 payable in semi-monthly installments, and (iv) two special payments, each in the amount of $40,000, less applicable withholdings and customary payroll deductions (the first payment was made on the first anniversary of the Commencement Date and the second payment to be paid out on the next regular pay date following the second anniversary of the Commencement Date, subject to Ms. Duseau’s continued employment with the Company). Ms. Duseau is eligible to participate in employee benefit plans generally available to the Company's employees, subject to the terms of those plans.

The Employment Agreement further provides that in the event of termination without cause or with good reason, as described below, subject to the execution and non-revocation of a release agreement, resignation from any and all positions and return of all company property, Ms. Duseau will be entitled to receive (i) the amount of her accrued but unpaid Base Salary, earned but unpaid bonus, and any accrued but unused vacation as of the date of termination, (ii) reimbursement of any expenses properly incurred on our behalf prior to any such termination and not yet reimbursed, (iii) an amount equal to the product of (x) .75 and (y) her annualized Base Salary in effect immediately prior to the date of termination, payable in equal installments over a period of nine months after the effective date of termination and (iv) continuation of group health plan benefits under COBRA, with Ms. Duseau’s healthcare continuation payments under COBRA being waived by us until the earlier of (x) nine months after termination and (y) the date Ms. Duseau becomes eligible for benefits through another employer.

Under the Employment Agreement, the terms below are generally defined as follows: (i) “cause” means: (a) the conviction of, or plea of guilty or no contest to a felony or a crime involving dishonesty, theft or moral turpitude; (b) commission a fraudulent, dishonest or illegal act in respect of the Company, its affiliates or any of their respective clients/customers; (c) willful misconduct or gross negligence that is, or reasonably could be expected to be, injurious to the business, operations or reputation of the Company or its affiliates (monetarily or otherwise); (d) willful violation of a federal, state or local law or regulation applicable to the Company’s business or its affiliates; (e) material and uncured violation of the Company’s policies and procedures; (f) material and uncured failure to satisfactorily perform Ms. Duseau’ s prescribed duties; (g) Ms. Duseau’ s breach of the terms the confidentiality, inventions and non-interference agreement described below; and (h) other material and uncured breach of Ms. Duseau’ s representations, warranties, covenants and other obligations under the Employment Agreement; and (ii) “good reason” means that Ms.

Duseau has complied with the appropriate notice procedures following the occurrence of any of the following without Ms. Duseau’ s advance written consent: (a) a reduction in the Base Salary that is not pursuant to a salary reduction program affecting substantially all other executive level employees; or (b) a relocation of Ms. Duseau’ s principal office location of more than fifty (50) miles outside of Warren, New Jersey.

In addition, Ms. Duseau has entered into a standard form agreement with respect to confidential information, assignment of inventions, non-solicitation and non-interference restrictions. Among other things, this agreement obligates Ms. Duseau to refrain from disclosing any of the Company's proprietary information received during the course of employment, to assign to the Company any inventions conceived or developed during the course of employment, to refrain from soliciting or hiring any of the Company's employees, consultants or independent contractors for a period of one year after the termination of her employment and to refrain from engaging in a competitive business for a period of one year after the termination of her employment.

The foregoing description of the Employment Agreement is intended to be a summary and is qualified in its entirety by reference to such document, which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on February 5, 2015.

In connection with his resignation as Chief Executive Officer, President and Secretary, the Company and Mr. Thomas amended his employment agreement to remove the severance provisions and adjust his title and role.

On January 17, 2017, the Company issued a press release announcing such changes in management. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by the Company on January 17, 2017

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: January 17, 2017	By:	/s/ Lars Boesgaard
		Name: Lars Boesgaard
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company on January 17, 2017

EX-99.1

Roka Bioscience Announces Transition of CEO Role from Paul Thomas to Mary Duseau

WARREN, N.J., January 17, 2017 /PRNewswire/ -- Roka Bioscience, Inc. (NASDAQ: ROKA), a molecular diagnostics company focused on providing advanced testing solutions for the detection of foodborne pathogens today announced the appointment of Mary Duseau as President and CEO. Ms. Duseau succeeds Paul Thomas, the Company’s President and CEO since 2009, who will assume the position as Chairman of the Company’s Board of Directors. The changes are effective today.

In addition, Ms. Duseau will join the Company’s Board of Directors, effective today.

“I am proud of what our team has accomplished since we started Roka seven years ago, and I firmly believe we are well positioned to take advantage of the increasing demands from consumers and regulators to ensure a safe food supply. I look forward to continue working with Mary in our new roles,” Mr. Thomas said.

“I am excited to be part of Roka at a time when using the best technology to prevent foodborne disease is more important than ever to the food industry,” Duseau said. “We have positioned Roka as a partner to both the food suppliers and to the commercial laboratories, offering both technological advantages and significant cost benefits to the food safety industry with our accurate and automated Atlas® system,” continued Ms. Duseau.

Mary Duseau, 51, has served as Senior Vice President, Chief Commercial Officer of Roka Bioscience since February 2015. From October 2012 until January 2015, Ms. Duseau served as Global Sales Director and on the board at Andor Technology plc (“Andor”), a division of Oxford Instruments plc, a leader in the global scientific digital camera market. Prior to joining Andor, Ms. Duseau held various sales and management roles of increasing responsibility with PerkinElmer, Inc. from 2000 through September 2012, including the position of Vice-President Sales & Marketing, Bio-discovery, from 2008 to September 2012, where she led the sales and marketing of the company’s life science tools business. Ms. Duseau received her Bachelor of Science in Biochemistry with a minor in Neuroscience from the University of Massachusetts, Amherst.

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 and should be read in conjunction with the Condensed Financial Statements included in this press release and the discussion below. 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