0001472343-17-000012.txt : 20170309 0001472343-17-000012.hdr.sgml : 20170309 20170309160600 ACCESSION NUMBER: 0001472343-17-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170309 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170309 DATE AS OF CHANGE: 20170309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Roka BioScience, Inc. CENTRAL INDEX KEY: 0001472343 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 270881542 STATE OF INCORPORATION: DE FISCAL YEAR END: 1216 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36538 FILM NUMBER: 17678327 BUSINESS ADDRESS: STREET 1: 20 INDEPENDENCE BOULEVARD CITY: WARREN STATE: NJ ZIP: 07059 BUSINESS PHONE: 908-605-4700 MAIL ADDRESS: STREET 1: 20 INDEPENDENCE BOULEVARD CITY: WARREN STATE: NJ ZIP: 07059 8-K 1 a8-kq42016.htm 8-K Document


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): March 9, 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:
 
¨
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 2.02. Results of Operations and Financial Condition.
On March 9, 2017, Roka Bioscience, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2016. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
  
Description
99.1
  
Press release issued by Roka Bioscience, Inc. dated March 9, 2017, furnished hereto.






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.
 
 
 
 
 
 
 
 
Date: March 9, 2017
 
 
 
ROKA BIOSCIENCE, INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Lars Boesgaard
 
 
 
 
 
 
Lars Boesgaard
 
 
 
 
 
 
Vice President and Chief Financial Officer







EXHIBIT INDEX
 
Exhibit
No.
  
Description
99.1
  
Press release issued by Roka Bioscience, Inc. dated March 9, 2017, furnished hereto.



EX-99.1 2 exhibit991q42016.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
For Immediate Release

Press Release

Roka Bioscience Reports Fourth Quarter and Full Year 2016 Financial Results
Full Year Revenue Increased by 21%

Warren, NJ - March 9, 2017 - (PR Newswire) - Roka Bioscience, Inc. (NASDAQ: ROKA), a molecular diagnostics company focused on providing advanced testing solutions for the detection of foodborne pathogens, today reported its financial results for the three months and full year ended December 31, 2016.


Fourth Quarter 2016 Financial Results:

Revenue for the quarter ended December 31, 2016 was $1.9 million compared with $1.5 million for the fourth quarter of 2015. As of December 31, 2016, the Company had 53 instruments placed with customers under commercial agreements compared to 41 instruments as of December 31, 2015.
 
Total operating expenses for the fourth quarter of 2016 were $9.3 million compared with $11.8 million in the fourth quarter of 2015. Net loss applicable to common shareholders for the fourth quarter of 2016 was 13.3 million, or $3.72 per share, compared with a net loss of $10.0 million, or $5.77 per share, in the fourth quarter of 2015. Deemed dividends recorded in connection with issuance of preferred shares in the third quarter of 2016 had an impact of $5.9 million on net loss applicable to common shareholders, or $1.64 per share, for the fourth quarter of 2016.
  

Full Year 2016 Financial Results:

For the year ended December 31, 2016 revenue increased 21% to $7.2 million compared with $6.0 million in 2015. Total operating expenses for the year ended December 31, 2016 were $36.7 million compared with $41.3 million in 2015. Net loss applicable to common shareholders for the year ended December 31, 2016 was $38.5 million, or $17.42 per share, compared with a net loss of $36.6 million, or $21.18 per share, in 2015. Deemed dividends recorded in connection with issuance of preferred shares in the third quarter of 2016 had an impact of $7.7 million on net loss applicable to common shareholders, or $3.50 per share, for the year ended December 31, 2016.
  

As of December 31, 2016, the Company had cash and cash equivalents and marketable securities of $24.8 million compared with $32.3 million at December 31, 2015.


 





Conference Call
Roka Bioscience will host a conference call today at 4:30 p.m. Eastern Time to discuss these results and answer questions. During the conference call, material information concerning the Company, its operations, strategies and prospects may be discussed. To listen to the conference call live, go to http://rokabio.investorroom.com/ or dial 1-888-347-1331 for domestic callers and 1-412-902-4277 for international callers. A replay of the conference call will be available after the completion of the call by dialing 1-877-344-7529 (domestic) and 1-412-317-0088 (international). The replay access code is 10102626. An online archive of the conference call will also be available at http://rokabio.investorroom.com.

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








Condensed Statements of Operations and Comprehensive Loss
(unaudited)
(in thousands, except share and per share data)
 
 
 
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2016
 
2015
 
2016
 
2015
Revenue
$
1,906

 
$
1,501

 
$
7,242

 
$
5,985

Operating expenses:
 
 
 
 
 
 
 
Cost of revenue
1,866

 
2,312

 
7,974

 
7,704

Research and development
2,147

 
1,866

 
7,253

 
7,689

Selling, general and administrative
4,326

 
6,325

 
17,739

 
21,778

Amortization of intangible assets
939

 
937

 
3,758

 
3,748

Impairment of goodwill

 
360

 

 
360

Total operating expenses
9,278

 
11,800

 
36,724

 
41,279

Loss from operations
(7,372
)
 
(10,299
)
 
(29,482
)
 
(35,294
)
Other income (expense):
 
 
 
 
 
 
 
Interest income (expense), net
(350
)
 
(418
)
 
(1,550
)
 
(2,006
)
Loss before income taxes
(7,722
)
 
(10,717
)
 
(31,032
)
 
(37,300
)
Income tax provision (benefit)
(259
)
 
(710
)
 
(245
)
 
(700
)
Net loss and comprehensive loss
$
(7,463
)
 
$
(10,007
)
 
$
(30,787
)
 
$
(36,600
)
Deemed dividend applicable to beneficial conversion feature of Series A preferred stock
(5,870
)
 

 
(7,748
)
 

Net loss applicable to common shareholders
(13,333
)
 
(10,007
)
 
(38,535
)
 
(36,600
)
Net Loss per Common Share:
 
 
 
 
 
 
 
Basic and diluted
$
(3.72
)
 
$
(5.77
)
 
$
(17.42
)
 
$
(21.18
)
Weighted average common shares outstanding used in computing net loss per common share:
 
 
 
 
 
 
 
Basic and diluted
3,580,992

 
1,734,601

 
2,211,740

 
1,728,321








Condensed Balance Sheets
(unaudited)
(in thousands, except share and per share data)
 
 
 
 
 
December 31, 2016
 
December 31, 2015
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
8,832

 
$
3,441

Short-term marketable securities
16,001

 
28,809

Trade accounts receivable, net of $0 allowance for doubtful accounts
930

 
649

Inventories
3,739

 
3,939

Prepaid expenses and other current assets
5,614

 
5,271

Total current assets
35,116

 
42,109

Property and equipment, net
7,805

 
9,822

Intangible assets, net
18,651

 
22,408

Other assets
264

 
264

Total assets
$
61,836

 
$
74,603

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
1,325

 
$
675

Short-term deferred payments
1,922

 
1,343

Notes payable, current
5,973

 
9,851

Accrued expenses and other short-term liabilities
5,847

 
6,767

Total current liabilities
15,067

 
18,636

Deferred payments
9,620

 
10,737

Other long-term liabilities
267

 
317

Total liabilities
24,954

 
29,690

Stockholders' Equity:
 
 
 
Total Stockholders' Equity
36,882

 
44,913

Total liabilities and stockholders' equity
$
61,836

 
$
74,603