ROKA / Roka Bioscience, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Рока Биосайенс, Инк.
US ˙ NASDAQ
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1472343
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Roka Bioscience, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
January 26, 2018 SC 13D/A

ROKA / Roka Bioscience, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 8 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Sorrento Tech, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 83587V 108 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP III LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address and Te

January 26, 2018 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ss77019ex9901.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated January 26, 2018 (the “Schedule 13D”), with respect to the Common Stock, of Sorrento Tech, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, a

January 5, 2018 15-15D

ROKA / Roka Bioscience, Inc. 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Registration No. 333-198112 333-198115 333-201453 333-208922 333-215601 333-216837 333-21403

January 5, 2018 15-15D

ROKA / Roka Bioscience, Inc. 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Registration No. 333-198112 333-198115 333-201453 333-208922 333-215601 333-216837 333-21403

January 5, 2018 15-15D

ROKA / Roka Bioscience, Inc. 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Registration No. 333-198112 333-198115 333-201453 333-208922 333-215601 333-216837 333-21403

January 5, 2018 15-15D

ROKA / Roka Bioscience, Inc. 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Registration No. 333-198112 333-198115 333-201453 333-208922 333-215601 333-216837 333-21403

January 5, 2018 15-15D

ROKA / Roka Bioscience, Inc. 15-15D

15-15D 1 d517872d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Registration No. 333-198112 333-198115 333-201453 333-208922 333-

January 5, 2018 15-15D

ROKA / Roka Bioscience, Inc. 15-15D

15-15D 1 d517872d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Registration No. 333-198112 333-198115 333-201453 333-208922 333-

January 5, 2018 15-15D

ROKA / Roka Bioscience, Inc. 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Registration No. 333-198112 333-198115 333-201453 333-208922 333-215601 333-216837 333-21403

January 5, 2018 15-15D

ROKA / Roka Bioscience, Inc. 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Registration No. 333-198112 333-198115 333-201453 333-208922 333-215601 333-216837 333-21403

January 4, 2018 EX-4.1

Certificate of Dissolution, dated December 28, 2017.

EX-4.1 Exhibit 4.1 CERTIFICATE OF DISSOLUTION OF SORRENTO TECH, INC. Pursuant to Section 275(a) and (b) of the General Corporation Law of the State of Delaware Sorrento Tech, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the Corporation is Sorrento Tech, Inc. 2. The dat

January 4, 2018 EX-10.1

Separation Agreement and General Release by and between Sorrento Tech, Inc. and Mary Duseau.

EX-10.1 3 d517876dex101.htm EX-10.1 Exhibit 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This agreement (“Agreement”) confirms the terms of the separation of Mary Duseau’s (“you” or “your”) employment with Sorrento Tech, Inc., formerly Roka Bioscience, Inc. (the “Company”), including the payment described below in section 4 that you will receive if you (a) sign and return this Agreement to the Co

January 4, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): December 28, 2017 Sorrento Tech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction (Commission (IRS Employer o

December 29, 2017 S-8 POS

ROKA / Roka Bioscience, Inc. S-8 POS

Document As filed with the Securities and Exchange Commission on December 28, 2017 Registration No.

December 28, 2017 S-8 POS

ROKA / Roka Bioscience, Inc. S-8 POS

S-8 POS 1 s-8posam208922.htm S-8 POS As filed with the Securities and Exchange Commission on December 28, 2017 Registration No. 333-216837 Registration No. 333-215601 Registration No. 333-208922 Registration No. 333-201453 Registration No. 333-198115 Registration No. 333-198112 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION

December 28, 2017 S-8 POS

ROKA / Roka Bioscience, Inc. S-8 POS

Document As filed with the Securities and Exchange Commission on December 28, 2017 Registration No.

December 28, 2017 S-8 POS

ROKA / Roka Bioscience, Inc. S-8 POS

Document As filed with the Securities and Exchange Commission on December 28, 2017 Registration No.

December 28, 2017 S-8 POS

ROKA / Roka Bioscience, Inc. S-8 POS

Document As filed with the Securities and Exchange Commission on December 28, 2017 Registration No.

December 28, 2017 POS AM

ROKA / Roka Bioscience, Inc. POS AM

POS AM 1 copyofs-3posam.htm POS AM As filed with the Securities and Exchange Commission on December 28, 2017 Registration No. 333-214033 Registration No. 333-207059 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-3 REGISTRATION STATEMENT NO. 333-214033 FORM S-3 REGISTRATION STATEMENT NO. 333-207059 UNDER THE SECURITIES ACT OF 1933 SORRENTO

December 28, 2017 POS AM

ROKA / Roka Bioscience, Inc. S-8 POS AM

Document As filed with the Securities and Exchange Commission on December 28, 2017 Registration No.

December 28, 2017 POS AM

ROKA / Roka Bioscience, Inc. S-3 POS AM

Document As filed with the Securities and Exchange Commission on December 28, 2017 Registration No.

December 20, 2017 8-K/A

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 19, 2017 Sorrento Tech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of

December 19, 2017 EX-99.1

Sorrento Tech, Inc. Announces Voluntary Delisting from Nasdaq and Closing of its Stock Transfer Books

Exhibit EXHIBIT 99.1 Sorrento Tech, Inc. Announces Voluntary Delisting from Nasdaq and Closing of its Stock Transfer Books Warren, NJ, December 19, 2017 - Sorrento Tech,, Inc. (Nasdaq: ROKA) today announced that it has notified the NASDAQ Stock Market (?NASDAQ?) of its intent to delist its common stock (the ?Stock?) from the NASDAQ Global Market. The Company filed with the Securities and Exchange

December 19, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): December 19, 2017 Sorrento Tech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Com

December 19, 2017 25

ROKA / Roka Bioscience, Inc. 25

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36538 Name of Issuer: Sorrento Tech, Inc. Exchange: NASDAQ Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is l

November 17, 2017 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): November 13, 2017 Sorrento Tech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Com

November 17, 2017 EX-10.1

Lease Termination Agreement, dated as of November 13, 2017, by and between Sorrento Tech, Inc. and CIO Sorrento Mesa, LLC.

EX-10.1 2 ex101leaseterminationagree.htm EXHIBIT 10.1 LEASE TERMINATION AGREEMENT This LEASE TERMINATION AGREEMENT (this “Agreement”) is made and entered into this 13th day of November, 2017 (“Effective Date”), by and between Sorrento Tech, Inc. (f/k/a Roka Bioscience, Inc.), a Delaware corporation, whose address is 20 Independence Blvd., Warren, NJ 07059 (“STI”) and CIO Sorrento Mesa, LLC, a Dela

November 13, 2017 10-Q

ROKA / Roka Bioscience, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 7, 2017 EX-99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (amounts in thousands except share and per share data)

EX-99.1 2 apa8kaexhibit991.htm EXHIBIT 99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (amounts in thousands except share and per share data) The following unaudited pro forma condensed consolidated financial statements are based upon the historical consolidated statements of Roka Bioscience, Inc. (the “Company”), adjusted to give effect to the sale of substantially all

November 7, 2017 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 1, 2017 Sorrento Tech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorpora

November 1, 2017 EX-3.1

Certificate of Amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation, dated November 1, 2017.

Document 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 fi

November 1, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): November 1, 2017 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Co

October 26, 2017 8-K

Other Events, Submission of Matters to a Vote of Security Holders

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 26, 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

October 23, 2017 SC 13D/A

ROKA / Roka Bioscience, Inc. / Painter Edward H - AMENDMENT TO FORM SC 13D Activist Investment

SC 13D/A 1 sc13d102317a1painterroka.htm AMENDMENT TO FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment #1) Under the Securities Exchange Act of 1934 (Amendment No. ) Roka Bioscience, Inc (Name of Issuer) Common Shares (Title of Class of Securities) 775431109 (CUSIP Number) Edward Painter, 544 King St Chappaqua NY 10514, 914 841 8818 (Name,

October 10, 2017 SC 13D

ROKA / Roka Bioscience, Inc. / Painter Edward H - SCHEDULE 13D Activist Investment

SC 13D 1 sc13d1017painterrokabio.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Roka Bioscience, Inc (Name of Issuer) Common Shares (Title of Class of Securities) 775431109 (CUSIP Number) Edward Painter, 544 King St Chappaqua NY 10514, 914 841 8818 (Name, Address and Telephone Number o

October 5, 2017 SC 13D/A

ROKA / Roka Bioscience, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 7 Activist Investment

SC 13D/A 1 ss62012sc13da.htm AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* ROKA BIOSCIENCE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 775431109 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP III LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New

October 5, 2017 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ss62012ex9901.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated October 5, 2017 (the “Schedule 13D”), with respect to the Common Stock, of Roka Bioscience, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934,

October 3, 2017 DEF 14A

Roka Bioscience DEF 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pr

October 3, 2017 8-K

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

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): October 2, 2017 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Com

October 3, 2017 CORRESP

ROKA / Roka Bioscience, Inc. ESP

Document Laura R. Kuntz Partner One Lowenstein Drive Roseland, New Jersey 07068 T: 973 597 2398 F: 973 597 2399 E: [email protected] October 3, 2017 Russell Mancuso Branch Chief Office of Electronics and Machinery Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Roka BioScience, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 29, 2017 File No. 001-36

October 2, 2017 SC 13D/A

ROKA / Roka Bioscience, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 6 Activist Investment

SC 13D/A 1 ss61447sc13da.htm AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* ROKA BIOSCIENCE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 775431109 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP III LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New

October 2, 2017 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated October 2, 2017 (the “Schedule 13D”), with respect to the Common Stock, of Roka Bioscience, Inc.

September 29, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): September 28, 2017 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (

September 28, 2017 PRER14A

Roka Bioscience PRER14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pr

September 28, 2017 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ss60863ex9901.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated September 28, 2017 (the “Schedule 13D”), with respect to the Common Stock, of Roka Bioscience, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 193

September 28, 2017 SC 13D/A

ROKA / Roka Bioscience, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* ROKA BIOSCIENCE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 775431109 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP III LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Nam

September 28, 2017 10-Q/A

ROKA / Roka Bioscience, Inc. 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

September 28, 2017 10-Q/A

ROKA / Roka Bioscience, Inc. 10-Q/A (Quarterly Report)

10-Q/A 1 a0630201710-qa.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

September 27, 2017 CORRESP

ROKA / Roka Bioscience, Inc. ESP

Document Steven M. Skolnick Partner 1251 Avenue of the Americas New York, NY 10020 T 973 597 2476 F 973 597 2477 [email protected] September 27, 2017 Kevin J. Kuhar Accounting Branch Chief U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Roka Bioscience, Inc. (the ?Company?) Form 10-K for the Fiscal Year Ended December 31, 2016 Filed March 20, 2017 Form

September 27, 2017 CORRESP

ROKA / Roka Bioscience, Inc. ESP

Document Steven M. Skolnick Partner 1251 Avenue of the Americas New York, NY 10020 T 973 597 2476 F 973 597 2477 [email protected] September 27, 2017 Russell Mancuso Branch Chief Office of Electronics and Machinery Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Roka BioScience, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 29, 2017 File No. 00

September 19, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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): September 19, 2017 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (

September 19, 2017 EX-10.1

Fourth Amendment dated September 19, 2017 to Loan and Security Agreement by and between Roka Bioscience, Inc. and Comerica Bank, dated as of November 21, 2013.

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fourth Amendment to Loan and Security Agreement (this “Amendment”) dated as of September 19, 2017, is entered into by and between COMERICA BANK (“Bank”), and ROKA BIOSCIENCE, INC.

August 29, 2017 PRE 14A

Roka Bioscience PRE 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pr

August 23, 2017 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated August 23, 2017 (the “Schedule 13D”), with respect to the Common Stock, of Roka Bioscience, Inc.

August 23, 2017 SC 13D/A

ROKA / Roka Bioscience, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 4 Activist Investment

SC 13D/A 1 ss55997sc13da.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* ROKA BIOSCIENCE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 775431109 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP III LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New

August 18, 2017 10-Q

ROKA / Roka Bioscience, Inc. 10-Q (Quarterly Report)

10-Q 1 a630201710-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

August 17, 2017 EX-2.1

ASSET PURCHASE AGREEMENT

Exhibit EXECUTION VERSION ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the ? Agreement ?) is made and entered into as of the 16th day of August, 2017, by and between ROKA BIOSCIENCE, INC.

August 17, 2017 EX-99.1

Roka Bioscience, Inc. Agrees to Sell its Assets to Subsidiary of Institute for Environmental Health, Inc.

Exhibit Exhibit 99.1 Roka Bioscience, Inc. Agrees to Sell its Assets to Subsidiary of Institute for Environmental Health, Inc. Warren, NJ - August 17, 2017 - Roka Bioscience, Inc. (NASDAQ: ROKA), a molecular diagnostics company focused on providing advanced testing solutions for the detection of foodborne pathogens, today announced that it has entered into an asset purchase agreement with Rokabio,

August 17, 2017 EX-10.1

THIRD AMENDMENT TO LICENSE AGREEMENT

EX-10.1 3 a08172017ex101licenseamend.htm EXHIBIT 10.1 THIRD AMENDMENT TO LICENSE AGREEMENT This Third Amendment to License Agreement (the “Third Amendment”) is dated as of August 16, 2017 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka B

August 17, 2017 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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): August 16, 2017 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Com

August 14, 2017 NT 10-Q

Roka Bioscience NT 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NO. 001-36538 CUSIP NUMBER 775431 208 ( Check One ): o F orm 10-K o Form 20-F o Form 11-K ? Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2017 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K

June 28, 2017 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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): June 28, 2017 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Commi

May 12, 2017 EX-4.1

SECOND AMENDMENT TO WARRANT TO PURCHASE STOCK

EX-4.1 2 ex412ndamendmenttocomerica.htm EXHIBIT 4.1 SECOND AMENDMENT TO WARRANT TO PURCHASE STOCK This Second Amendment to Warrant to Purchase Stock (this “Amendment”) is dated as of April 6, 2017 by and between COMERICA VENTURES INCORPORATED, successor by assignment to Comerica Bank (the “Holder”) and ROKA BIOSCIENCE, INC., a Delaware corporation (“Company”). RECITALS. WHEREAS, Company issued to

May 12, 2017 EX-10.1

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Third Amendment to Loan and Security Agreement is dated as of April 6, 2017 (the ?Amendment?), by and between COMERICA BANK (?Bank?), ROKA BIOSCIENCE, INC.

May 12, 2017 10-Q

Roka Bioscience 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 12, 2017 EX-4.2

FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK

Exhibit FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK This First Amendment to Warrant to Purchase Stock (this ?Amendment?) is dated as of April 6, 2017 by and between COMERICA VENTURES INCORPORATED, successor by assignment to Comerica Bank (the ?Holder?) and ROKA BIOSCIENCE, INC.

May 12, 2017 EX-4.3

WARRANT TO PURCHASE STOCK

Exhibit THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

May 12, 2017 EX-10.2

FIRST AMENDMENT TO LEASE AGREEMENT

Exhibit FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (this ? Amendment ?) is entered into as of April 5, 2017, by and between NORMANDY WARREN HOLDINGS, LLC , a Delaware limited liability company (? Landlord ?) and ROKA BIOSCIENCE, INC .

May 11, 2017 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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): May 11, 2017 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Commis

May 11, 2017 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended March 31, 2017 2016 Revenue $ 2,038 $ 1,626 Operating expenses: Cost of revenue 2,110 2,076 Research and developm

Exhibit For Immediate Release Press Release Roka Bioscience Reports First Quarter 2017 Financial Results 25% Revenue Growth from Previous Year Warren, NJ - May 11, 2017 / PRNewswire - Roka Bioscience, Inc.

May 11, 2017 DEF 14A

Roka Bioscience DEF 14A

Document United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only(as permitted by Rule 14a-6(e)(2)) ý Definitive Pro

March 20, 2017 S-8

Roka Bioscience S-8

S-8 1 s-8specialmeetingshares.htm S-8 As filed with the Securities and Exchange Commission on March 20, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROKA BIOSCIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 27-0881542 (State or Other Jurisdiction of Inc

March 20, 2017 EX-99.1

AMENDED AND RESTATED ROKA BIOSCIENCE, INC. 2014 EQUITY INCENTIVE PLAN 1. Establishment and Purpose

EX-99.1 4 ex9912014amendedplan.htm EXHIBIT 99.1 AMENDED AND RESTATED ROKA BIOSCIENCE, INC. 2014 EQUITY INCENTIVE PLAN 1. Establishment and Purpose The purpose of the Amended and Restated Roka Bioscience, Inc. 2014 Equity Incentive Plan (the “Plan”) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietor

March 20, 2017 10-K

Roka Bioscience 10-K (Annual Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 9, 2017 EX-99.1

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 expens

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 result

March 9, 2017 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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) (Commi

February 28, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): February 28, 2017 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (C

February 28, 2017 EX-10.1

AMENDED AND RESTATED ROKA BIOSCIENCE, INC. 2014 EQUITY INCENTIVE PLAN 1. Establishment and Purpose

EX-10.1 2 ex1012014amendedplan.htm EXHIBIT 10.1 AMENDED AND RESTATED ROKA BIOSCIENCE, INC. 2014 EQUITY INCENTIVE PLAN 1. Establishment and Purpose The purpose of the Amended and Restated Roka Bioscience, Inc. 2014 Equity Incentive Plan (the “Plan”) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietor

February 7, 2017 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated February 7, 2017 (the “Schedule 13D”), with respect to the Common Stock, of Roka Bioscience, Inc.

February 7, 2017 SC 13D/A

ROKA / Roka Bioscience, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 3 Activist Investment

SC 13D/A 1 ss30068sc13da.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ROKA BIOSCIENCE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 775431109 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP III LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New

February 3, 2017 DEF 14A

Roka Bioscience DEF 14A

DEF 14A 1 a2017specialmeeting.htm DEF 14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only(as permitted by R

January 18, 2017 S-8

Roka Bioscience S-8

Document As filed with the Securities and Exchange Commission on January 18, 2017 Registration No.

January 17, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): 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) (Co

January 17, 2017 EX-99.1

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

Exhibit Roka Bioscience Announces Transition of CEO Role from Paul Thomas to Mary Duseau WARREN, N.

January 6, 2017 SC 13G/A

ROKA / Roka Bioscience, Inc. / DRILL CRAIG A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

November 14, 2016 SC 13D/A

ROKA / Roka Bioscience, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 2 Activist Investment

SC 13D/A 1 ss19040sc13da.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ROKA BIOSCIENCE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 775431109 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP III LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New

November 14, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ss19040ex9901.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated November 14, 2016 (the “Schedule 13D”), with respect to the Common Stock, of Roka Bioscience, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934

November 10, 2016 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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): November 10, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (C

November 8, 2016 10-Q

Roka Bioscience 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 7, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 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

November 7, 2016 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue $ 1,885 $ 1,508 $ 5,336 $ 4,484 Operati

For Immediate Release Press Release Roka Bioscience Reports Third Quarter 2016 Financial Results Warren, NJ - November 7, 2016 / PRNewswire - Roka Bioscience, Inc.

November 1, 2016 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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): November 1, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Co

October 31, 2016 SC 13D/A

ROKA / Roka Bioscience, Inc. / TPG Group Holdings (SBS) Advisors, Inc. Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No.

October 25, 2016 424B3

6,283,168 Shares of Common Stock

Document Filed pursuant to Rule 424(b)(3) (Registration Statement No. 333-214033) Prospectus 6,283,168 Shares of Common Stock This prospectus relates to the possible resale, from time to time, by the selling stockholders identified in this prospectus of up to 3,141,584 shares of our common stock, par value $0.001 per share issuable upon conversion of our Series A Convertible Preferred Stock and 3,

October 20, 2016 S-3/A

Roka Bioscience S-3/A

Document As filed with the Securities and Exchange Commission on October 20, 2016 Registration No.

October 20, 2016 CORRESP

Roka Bioscience ESP

Document Roka Bioscience, Inc. 20 Independence Boulevard Warren, New Jersey 07059 October 20, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attn: Brian Soares Re: Roka Bioscience, Inc. Registration Statement on Form S-3 (File No. 333-214033) Dear Mr. Soares: In accordance with Rules 460 and 461 under the Sec

October 17, 2016 DEF 14A

Roka Bioscience DEF 14A

Document United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only(as permitted by Rule 14a-6(e)(2)) x Definitive Pro

October 11, 2016 EX-3.1

CERTIFICATE OF AMENDMENT TO THE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROKA BIOSCIENCE, INC.

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 t

October 11, 2016 EX-99.1

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

Exhibit 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 o

October 11, 2016 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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): 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) (Co

October 7, 2016 S-3

Roka Bioscience S-3

Document As filed with the Securities and Exchange Commission on October 7, 2016 Registration No.

October 5, 2016 PRE 14A

Roka Bioscience PRE 14A

Document United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant  Check the appropriate box: x Preliminary Proxy Statement  Confidential, For Use of the Commission Only(as permitted by Rule 14a-6(e)(2))  Definitive Pro

September 28, 2016 SC 13D/A

ROKA / Roka Bioscience, Inc. / NEW ENTERPRISE ASSOCIATES 13 LP - ROKA BIOSCIENCE -AMEND. #1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roka Bioscience, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 775431109 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, Addre

September 23, 2016 SC 13D/A

ROKA / Roka Bioscience, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 ss11699sc13da.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ROKA BIOSCIENCE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 775431109 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP III LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New

September 23, 2016 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated September 23, 2016 (the “Schedule 13D”), with respect to the Common Stock, of Roka Bioscience, Inc.

September 22, 2016 EX-10.3

ROTH CAPITAL PARTNERS, LLC 888 San Clemente Drive, Newport Beach, CA 92660 | 800.678.9147 | www.roth.com | Member SIPC/FINRA

Exhibit May 11, 2016 STRICTLY CONFIDENTIAL Mr. Paul G. Thomas Chief Executive Officer Roka Bioscience, Inc. 20 Independence Boulevard Warren, New Jersey 07059 Re: Private Placement Engagement Dear Mr. Thomas: This letter will confirm our understanding that Roka Bioscience, Inc. (the ? Company ?) has engaged Roth Capital Partners, LLC (? ROTH ?) as its exclusive placement agent (the ? Agent ?) in c

September 22, 2016 EX-10.1

REGISTRATION RIGHTS AGREEMENT

Exhibit EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ? Agreement ?) is made and entered into as of September 21, 2016, among Roka Bioscience, Inc., a Delaware corporation (the ? Company ?), and each of the several purchasers signatory hereto (each such purchaser, a ? Purchaser ? and, collectively, the ? Purchasers ?). This Agreement is made pursuant to the Se

September 22, 2016 EX-4.1

PLACEMENT AGENT WARRANT NO. 1 ROKA BIOSCIENCE, INC.

Exhibit NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

September 22, 2016 EX-3.1

ROKA BIOSCIENCE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES A CONVERTIBLE PREFERRED STOCK (PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW)

Exhibit EXHIBIT 3.1 ROKA BIOSCIENCE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK (PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW) The undersigned, Paul G. Thomas and Lars Boesgaard, do hereby certify that: 1. They are the President and Chief Executive Officer, and Vice President, Chief Financial Officer and Treasur

September 22, 2016 EX-4.2

PLACEMENT AGENT WARRANT NO. 2 ROKA BIOSCIENCE, INC.

Exhibit NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

September 22, 2016 EX-99.1

Roka Bioscience, Inc. Completes Private Placement of Preferred Stock and Warrants

Exhibit Roka Bioscience, Inc. Completes Private Placement of Preferred Stock and Warrants WARREN, N.J., Sept. 22, 2016 /PRNewswire/ - Roka Bioscience, Inc. (ROKA), a molecular diagnostics company focused on providing advanced testing solutions for the detection of foodborne pathogens, today announced the completion of its previously announced private placement of an aggregate of approximately 22,5

September 22, 2016 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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): September 21, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (

September 22, 2016 EX-10.2

VOTING AGREEMENT

Exhibit EXHIBIT 10.4 VOTING AGREEMENT This VOTING AGREEMENT is dated as of September 21, 2016 (this ? Agreement ?), by and between Roka Bioscience, Inc., a Delaware corporation (the ? Company ?), and the shareholder named on the signature page hereto under the heading ?Shareholder? (the ? Shareholder ?). WHEREAS, the Company and certain investors (each, an ? Investor ,? and collectively, the ? Inv

September 16, 2016 EX-99.1

CONFIDENTIAL ROKA BIOSCIENCE June 2016 CONFIDENTIAL Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Secu

investordeck12jun2016 CONFIDENTIAL ROKA BIOSCIENCE June 2016 CONFIDENTIAL Cautionary Note Regarding Forward-Looking Statements This presentation 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”).

September 16, 2016 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is dated as of September 16, 2016, between Roka Bioscience, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditi

September 16, 2016 EX-10.4

VOTING AGREEMENT

EXHIBIT 10.4 VOTING AGREEMENT This VOTING AGREEMENT is dated as of , 2016 (this ?Agreement?), by and between Roka Bioscience, Inc., a Delaware corporation (the ?Company?), and the shareholder named on the signature page hereto under the heading ?Shareholder? (the ?Shareholder?). WHEREAS, the Company and certain investors (each, an ?Investor,? and collectively, the ?Investors?) have entered into a

September 16, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): September 16, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (

September 16, 2016 EX-10.2

REGISTRATION RIGHTS AGREEMENT

EX-10.2 34 pipeexhibit102.htm EXHIBIT 10.2 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September , 2016, among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement i

September 16, 2016 EX-3.1

ROKA BIOSCIENCE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES A CONVERTIBLE PREFERRED STOCK (PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW)

EXHIBIT 3.1 ROKA BIOSCIENCE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK (PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW) The undersigned, Paul G. Thomas and Lars Boesgaard, do hereby certify that: 1. They are the President and Chief Executive Officer, and Vice President, Chief Financial Officer and Treasurer, resp

September 16, 2016 EX-10.3

COMMON STOCK PURCHASE WARRANT ROKA BIOSCIENCE, INC.

EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

September 16, 2016 EX-99.2

Roka Bioscience, Inc. Prices Private Placement of Preferred Stock and Warrants

Roka Bioscience, Inc. Prices Private Placement of Preferred Stock and Warrants WARREN, N.J., Sept. 16, 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 has entered into a securities purchase agreement in connection with a private placement. Upon the clo

August 26, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 delisting8-k.htm 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 23, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of i

August 26, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 delisting8-k.htm 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 23, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of i

August 5, 2016 10-Q

Roka Bioscience 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 5, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 05, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Com

August 5, 2016 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue $ 1,824 $ 1,466 $ 3,451 $ 2,976 Operating expenses

Exhibit For Immediate Release Press Release Roka Bioscience Reports Second Quarter 2016 Financial Results Warren, NJ - August 5, 2016 / PRNewswire - Roka Bioscience, Inc.

June 27, 2016 8-K

Submission of Matters to a Vote of Security Holders

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): June 22, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction (Commission (IRS Employer of inco

May 6, 2016 10-Q

Roka Bioscience 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 5, 2016 EX-99.2

Event Name: Roka Bioscience Reports First Quarter 2016 Financial Results

Exhibit Exhibit 99.2 Event Name: Roka Bioscience Reports First Quarter 2016 Financial Results Event Date: 2016-05-04 Officers and Speakers Lars Boesgaard; Roka Bioscience, Inc.; VP & CFO Paul Thomas; Roka Bioscience, Inc.; President & CEO Mary Duseau; Roka Bioscience, Inc.; SVP & Chief Commercial Officer Analysts Juan Avendano, Bank of America Merrill Lynch Presentation Operator: Good day, ladies

May 5, 2016 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended March 31, 2016 2015 Revenue $ 1,626 $ 1,511 Operating expenses: Cost of revenue 2,076 1,964 Research and developm

Exhibit For Immediate Release Press Release Roka Bioscience Reports First Quarter 2016 Financial Results Warren, NJ - May 4, 2016 / PRNewswire - Roka Bioscience, Inc.

May 5, 2016 8-K/A

Roka Bioscience 8-K/A (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 5, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporat

May 4, 2016 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended March 31, 2016 2015 Revenue $ 1,626 $ 1,511 Operating expenses: Cost of revenue 2,076 1,964 Research and developm

Exhibit For Immediate Release Press Release Roka Bioscience Reports First Quarter 2016 Financial Results Warren, NJ - May 4, 2016 / PRNewswire - Roka Bioscience, Inc.

May 4, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 4, 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 F

April 29, 2016 DEF 14A

Roka Bioscience DEF 14A

DEF 14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only(as permitted by Rule 14a-6(e)(2)) ý Definitive Prox

April 18, 2016 PRE 14A

Roka Bioscience PRE 14A

PRE 14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only(as permitted by Rule 14a-6(e)(2)) ¨ Definitive Prox

March 9, 2016 10-K

Roka Bioscience 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 4, 2016 EX-99.1

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, 2015 2014 2015 2014 Revenue $ 1,501 $ 1,356 $ 5,985 $ 5,057 Operating expens

EX-99.1 2 exhibit991q42015.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Press Release Roka Bioscience Reports Fourth Quarter and Full Year 2015 Financial Results Warren, NJ - March 4, 2015 - (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 financi

March 4, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kq42015.htm 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): March 4, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incor

February 25, 2016 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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): February 22, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Commis

February 12, 2016 SC 13G/A

ROKA / Roka Bioscience, Inc. / DRILL CRAIG A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 10, 2016 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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): February 10, 2016 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Commis

January 8, 2016 S-8

Roka Bioscience S-8

S-8 As filed with the Securities and Exchange Commission on January 8, 2016 Registration No.

December 23, 2015 EX-10.2

This Separation and General Release Agreement must be executed and delivered to Employer (Attn: Laurie Marsh, Director, Human Resources) no later than December 31, 2015. SEPARATION AND GENERAL RELEASE AGREEMENT

Exhibit This Separation and General Release Agreement must be executed and delivered to Employer (Attn: Laurie Marsh, Director, Human Resources) no later than December 31, 2015.

December 23, 2015 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

8-K 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): December 22, 2015 Roka Bioscience, Inc.

December 23, 2015 EX-10.1

This Separation and General Release Agreement must be executed and delivered to Employer (Attn: Laurie Marsh, Director, Human Resources) no later than December 31, 2015. SEPARATION AND GENERAL RELEASE AGREEMENT

Exhibit Execution Copy This Separation and General Release Agreement must be executed and delivered to Employer (Attn: Laurie Marsh, Director, Human Resources) no later than December 31, 2015 .

November 18, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Paul Thomas, Lars Boesgaard, and Corey Swanson, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to: (1) if necessary, prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.

November 12, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), dated July 1, 2012, is entered into between ROKA BIOSCIENCE, INC.

November 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 12, 2015 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 11, 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

November 12, 2015 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue 1,508 1,483 $ 4,484 $ 3,701 Operating e

EX-99.1 3 exhibit991q32015.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Press Release Roka Bioscience Reports Third Quarter 2015 Financial Results Warren, NJ - November 11, 2015 / PRNewswire - 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

November 12, 2015 EX-99.2

Roka Bioscience Announces CFO Transition

Exhibit Exhibit 99.2 For Immediate Release Press Release Roka Bioscience Announces CFO Transition Warren, NJ - November 11, 2015 / PRNewswire - Roka Bioscience, Inc. (NASDAQ: ROKA), a molecular diagnostics company focused on providing advanced testing solutions for the detection of foodborne pathogens, announced today the appointment of Lars Boesgaard as Vice President and Chief Financial Officer.

October 30, 2015 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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 30, 2015 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Commiss

October 30, 2015 EX-1.1

ROKA BIOSCIENCE, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement

EX-1.1 2 ex11cantoragreement.htm EXHIBIT 1.1 ROKA BIOSCIENCE, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement October 30, 2015 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Roka Bioscience, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the

October 30, 2015 424B5

Up to $6,750,000 Common Stock

424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-207059 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 7, 2015) Up to $6,750,000 Common Stock We have entered into a Controlled Equity Offering SM sales agreement (the ?Sales Agreement?) with Cantor Fitzgerald & Co. (?Cantor Fitzgerald?) relating to shares of common stock offered by this prospectus supplement. In accordance with the te

October 5, 2015 CORRESP

Roka Bioscience ESP

CORRESP Roka Bioscience, Inc. 20 Independence Boulevard Warren, New Jersey 07059 October 5, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attn: Caleb French Re: Roka Bioscience, Inc. Registration Statement on Form S-3 (File No. 333-207059) Dear Mr. French: In accordance with Rules 460 and 461 under the Secur

October 5, 2015 S-3/A

Roka Bioscience S-3/A

S-3/A 1 s-3a.htm S-3/A As filed with the Securities and Exchange Commission on October 5, 2015 Registration No. 333-207059 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROKA BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorp

September 21, 2015 EX-4.1

TEN COM - as tenants in common UNIF GIFT MIN ACT- Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of survivorship under Uniform Gifts to Minors and not as tenants in common Act (State) Additional a

Exhibit The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT- Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of survivorship under Uniform Gifts to Minors and not as tenants in common Act (State) Additional abbreviations may also be used though not in the above list.

September 21, 2015 EX-4.5

FORM OF TRUST INDENTURE ROKA BIOSCIENCE, INC. __________________, as Trustee Dated as of , 20 Providing for the Issuance of Debt Securities CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) N.A. (a)(2) 6.13 (a)(3) 6.13 (

Exhibit FORM OF TRUST INDENTURE ROKA BIOSCIENCE, INC. and , as Trustee INDENTURE Dated as of , 20 Providing for the Issuance of Debt Securities CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) N.A. (a)(2) 6.13 (a)(3) 6.13 (a)(4) N.A. (a)(5) 7.01 (b) 7.02 (c) 7.02 311 (a) 7.03 (b) 7.03 (c) 7.03 312 (a) 7.03 (b) 7.04; 2.02 (c) 2.02 313 (a) 1.02 (b)(2) N.A. (c) 1.02 (d)

September 21, 2015 S-3

Roka Bioscience S-3

S-3 As filed with the Securities and Exchange Commission on September 21, 2015 Registration No.

August 13, 2015 EX-99.1

Nicholas Valeriani Appointed to Roka Biosciences' Board of Directors

Exhibit 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 b

August 13, 2015 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue 1,466 1,390 $ 2,976 $ 2,218 Operating expenses: Co

EX-99.1 2 exhibit991q22015.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Press Release Roka Bioscience Reports Second Quarter 2015 Financial Results 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 reported its financial results for

August 13, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 F

August 13, 2015 CORRESP

Roka Bioscience ESP

CORRESP August 13, 2015 VIA EDGAR Martin James U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Re: Roka Bioscience, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed March 27, 2015 File No.1-36538 Dear Mr. James: On behalf of Roka Bioscience, Inc. (the ?Company?), we are hereby responding to the letter, dated July 30, 201

August 13, 2015 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

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) (Commissi

August 13, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Paul Thomas, Steven Sobieski and Corey Swanson, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) if necessary, prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.

August 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

July 14, 2015 SC 13G/A

ROKA / Roka Bioscience, Inc. / AISLING CAPITAL III LP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 eh150097813ga1-roka.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roka Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 775431109 (CUSIP Number) July 10, 2015 (Date of Event which Requires Filing of this Statemen

June 25, 2015 8-K

Submission of Matters to a Vote of Security Holders

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): June 24, 2015 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction (Commission (IRS Employer of inco

June 1, 2015 EX-10.1

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Ex 10.1 First Amendment to Comerica Agreement FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement is dated as of May 29, 2015 (the “Amendment”), by and between COMERICA BANK (“Bank”), ROKA BIOSCIENCE, INC. (“Borrower”). RECITALS A. Borrower and Bank are parties to that certain Loan and Security Agreement dated as of November 21, 2013 (as the same may

June 1, 2015 EX-4.2

WARRANT TO PURCHASE STOCK Corporation: ROKA BIOSCIENCE, INC., a Delaware corporation Number of Shares: 52,265 Class of Stock: Common Stock Warrant Price: $2.87 per share Issue Date: May 29, 2015 Expiration Date: May 29, 2025 (Subject to Section 4.1)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

June 1, 2015 EX-4.1

FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK

FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK This First Amendment to Warrant to Purchase Stock (this “Amendment”) is dated as of May 29, 2015 by and between COMERICA VENTURES INCORPORATED, successor by assignment to Comerica Bank (the “Holder”) and ROKA BIOSCIENCE, INC.

June 1, 2015 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

8-K Amended Loan and Security Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 8, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

May 7, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 7, 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

May 7, 2015 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended March 31, 2015 2014 Revenue $ 1,511 $ 828 Operating expenses: Cost of revenue 1,964 1,265 Research and developmen

Exhibit 99.1 Q1 2015 Exhibit 99.1 For Immediate Release Press Release Roka Bioscience Reports First Quarter 2015 Financial Results Warren, NJ - May 7, 2015 / PRNewswire - 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 ended March

April 30, 2015 DEF 14A

Roka Bioscience DEF 14A

2014 YE Proxy United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only(as permitted by Rule 14a-6(e)(2)) ? Definitiv

March 27, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36

March 26, 2015 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

8-K Q4 2014 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 26, 2015 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (C

March 26, 2015 EX-99.1

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, 2014 2013 2014 2013 Revenue $ 1,356 $ 689 $ 5,057 $ 2,182 Operating expenses

Exhibit 99.1 Q4 2014 Exhibit 99.1 For Immediate Release Press Release Roka Bioscience Reports Fourth Quarter and Full Year 2014 Financial Results Warren, NJ - March 26, 2015 - (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 thr

March 17, 2015 8-K

Roka Bioscience 8-K (Current Report/Significant Event)

Bilenker 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): March 12, 2015 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction (Commission (IRS Em

February 5, 2015 EX-99.1

Roka Bioscience Strengthens Management Team to Drive Growth

Exhibit 99.1 For Immediate Release Press Release Roka Bioscience Strengthens Management Team to Drive Growth Appoints Mary Duseau as Chief Commercial Officer Warren, NJ - February 5, 2015/PR Newswire - Roka Bioscience, Inc. (NASDAQ:ROKA), a molecular diagnostics company focused on providing advanced testing solutions for the detection of foodborne pathogens, today announced that Mary Duseau has be

February 5, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 duseau8-k.htm 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): February 4, 2015 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction (Commi

February 5, 2015 EX-10.1

Employment Agreement

EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 Employment Agreement This Employment Agreement (“Agreement”), dated February 4, 2015 and effective as of the Commencement Date (as defined below), is entered into between ROKA BIOSCIENCE, INC., a Delaware corporation, having its corporate headquarters at 20 Independence Boulevard, 4th Floor, Warren, New Jersey 07059 (“Employer”), and MARY DUSEAU an ind

February 2, 2015 SC 13G

ROKA / Roka Bioscience, Inc. / AISLING CAPITAL III LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Roka Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 775431109 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

January 15, 2015 SC 13G/A

ROKA / Roka Bioscience, Inc. / DRILL CRAIG A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 12, 2015 S-8

ROKA / Roka Bioscience, Inc. S-8 - - S-8

S-8 1 s-82015evergreen.htm S-8 As filed with the Securities and Exchange Commission on January 12, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROKA BIOSCIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 27-0881542 (State or Other Jurisdiction of Incorpor

November 25, 2014 SC 13G

ROKA / Roka Bioscience, Inc. / DRILL CRAIG A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

November 10, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 6, 2014 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share data) Three Months Ended September 30, Nine Months Ended September 30, 2014 2013 2014 2013 Revenue $ 1,483 $ 556 $ 3,701 $ 1,493 Operating

Exhibit 99.1 For Immediate Release Press Release Roka Bioscience Reports Third Quarter 2014 Financial Results Warren, NJ - November 6, 2014 - (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 ended September 30, 2014

November 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kq32014.htm 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): November 6, 2014 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of in

August 13, 2014 S-8

ROKA / Roka Bioscience, Inc. S-8 - - S-8

S-8 1 s-82009.htm S-8 As filed with the Securities and Exchange Commission on August 13, 2014 Registration No. 333-196135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROKA BIOSCIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 27-0881542 (State or Other Jurisdiction (I.R.S. Employe

August 13, 2014 S-8

ROKA / Roka Bioscience, Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on August 13, 2014 Registration No.

August 11, 2014 EX-99.1

Condensed Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2014 2013 2014 2013 Revenue $ 1,390 $ 671 $ 2,218 937 Operating expenses: Cost of revenue

EX-99.1 Exhibit 99.1 For Immediate Release Press Release Roka Bioscience Reports Second Quarter 2014 Financial Results Warren, NJ – August 11, 2014 – (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 and six months ended Ju

August 11, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2014 Roka Bioscience, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36538 27-0881542 (State or other jurisdiction of incorporation) (Commissi

August 11, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 8, 2014 SC 13G

ROKA / Roka Bioscience, Inc. / HOLOGIC INC - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ROKA BIOSCIENCE, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 775431109 (CUSIP Number) July 29, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

July 30, 2014 SC 13D

ROKA / Roka Bioscience, Inc. / TPG Group Holdings (SBS) Advisors, Inc. Activist Investment

SC 13D 1 roka13d0730.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) Roka Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 775431109 (CUSIP Number) Ronald Cami Vice President

July 25, 2014 SC 13D

ROKA / Roka Bioscience, Inc. / NEW ENTERPRISE ASSOCIATES 13 LP - ROKA BIOSCIENCE, INC. Activist Investment

SC 13D 1 roka-sch13d17674.htm ROKA BIOSCIENCE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Roka Bioscience, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 775431109 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite

July 25, 2014 SC 13D

ROKA / Roka Bioscience, Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13D Activist Investment

SC 13D 1 or31062049-sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ROKA BIOSCIENCE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 775431 109 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP III LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New Yo

July 25, 2014 EX-1

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated July 25, 2014 (the “Schedule 13D”), with respect to the Common Stock, of Roka Bioscience, Inc.

July 17, 2014 424B4

5,000,000 Shares Common Stock

424B4 1 d623882d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-196135 PROSPECTUS 5,000,000 Shares Common Stock This is Roka Bioscience, Inc.’s initial public offering. We are selling 5,000,000 shares of our common stock. Prior to this offering, there has been no public market for the shares. Shares of our common stock will trade on the NASDAQ Glob

July 17, 2014 FWP

ROKA BIOSCIENCE, INC. Free Writing Prospectus

FWP 1 d758416dfwp.htm FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 16, 2014 Relating to Preliminary Prospectus dated July 7, 2014 Registration No. 333-196135 ROKA BIOSCIENCE, INC. Free Writing Prospectus This free writing prospectus relates to Roka Bioscience, Inc. (“Roka,” “the Company,” “we,” “our” or “us”) and should be read together with the preliminary prospectus d

July 14, 2014 CORRESP

ROKA / Roka Bioscience, Inc. CORRESP - -

Company Acceleration Request Roka Bioscience, Inc. 20 Independence Boulevard Warren, New Jersey 07059 July 14, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attn: Russell Mancuso Re: Roka Bioscience, Inc. Registration Statement on Form S-1 (File No. 333-196135) Dear Mr. Mancuso: In accordance with Rule 461 u

July 14, 2014 CORRESP

ROKA / Roka Bioscience, Inc. CORRESP - -

Underwriters Acceleration Request Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 July 14, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

July 11, 2014 CORRESP

ROKA / Roka Bioscience, Inc. CORRESP - -

CORRESP Steven M. Skolnick Partner 1251 Avenue of the Americas New York NY 10020 T 646 414 6947 F 973 597 2477 [email protected] July 11, 2014 VIA FEDEX Russell Mancuso U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Re: Roka Bioscience, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 7, 2014 File No. 333-19

July 11, 2014 S-1/A

ROKA / Roka Bioscience, Inc. S-1/A - - AMENDMENT NO. 3 TO FORM S-1

Amendment No. 3 to Form S-1 As filed with the Securities and Exchange Commission on July 11, 2014 Registration No. 333-196135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROKA BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 3826 27-0881542 (State or other jur

July 11, 2014 8-A12B

ROKA / Roka Bioscience, Inc. 8-A12B - - FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Roka Bioscience, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 27-0881542 (State of incorporation or organization) (I.R.S. Employer Identification No.) 20 Independence Boul

July 7, 2014 EX-4.1

Additional abbreviations may also be used though not in the above list.

EX-4.1 Exhibit 4.1 Number rb Roka bioscience shares Incorporated under the laws of the state of Delaware common stock cusip 775431109 see reverse for certain definitions this certifies that Specimen is the owner of fully paid and non-assessable shares of the common stock, par value $0.001 per share, of roka bioscience, inc. transferable only on the books of the corporation by the holder hereof in

July 7, 2014 EX-3.3

SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ROKA BIOSCIENCE, INC.

EX-3.3 Exhibit 3.3 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROKA BIOSCIENCE, INC. Roka Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST: The name of the corporation is Roka Bioscience, Inc. (the “Company”). SECOND: This Seventh Amended and Restated Certificate of Incorporation (the “Restated Certi

July 7, 2014 EX-10.27

AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT

EX-10.27 14 d623882dex1027.htm EX-10.27 Exhibit 10.27 AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT This Amendment No. 1 to Fourth Amended and Restated Voting Agreement (this “Amendment”) to that certain Fourth Amended and Restated Voting Agreement (the “Voting Agreement”) dated as of November 20, 2013, is made and entered into as of this 3rd day of July, 2014 (the “Effective Dat

July 7, 2014 EX-3.5

AMENDED AND RESTATED ROKA BIOSCIENCE, INC. (the “Corporation”) ARTICLE I

EX-3.5 Exhibit 3.5 AMENDED AND RESTATED BY-LAWS OF ROKA BIOSCIENCE, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By- laws as an “Annual Meeting”) shall be held at the hour, date and place, if any, within or without the United States which is fixed by the Board of Directors, which time, dat

July 7, 2014 EX-10.26

SECOND AMENDMENT TO LICENSE AGREEMENT

EX-10.26 Exhibit 10.26 SECOND AMENDMENT TO LICENSE AGREEMENT This Second Amendment to License Agreement (the “Amendment”) is entered into effective as of June 13, 2014 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience,

July 7, 2014 EX-10.24

SUPPLY AGREEMENT

EX-10.24 Exhibit 10.24 CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (the “Supply Agreement”) is made effective as of May 27, 2011 (the “Effective

July 7, 2014 EX-1.1

ROKA BIOSCIENCE, INC. (a Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 ROKA BIOSCIENCE, INC. (a Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENT Dated: —, 2014 ROKA BIOSCIENCE, INC. (a Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENT —, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters One Bryant Park New York, New York 10036 Ladies and Gentlemen: Roka Bio

July 7, 2014 EX-10.22

MATERIALS SUPPLY AGREEMENT

EX-10.22 Exhibit 10.22 CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MATERIALS SUPPLY AGREEMENT THIS MATERIALS SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of Septembe

July 7, 2014 EX-10.20

LICENSE AGREEMENT

EX-10.20 Exhibit 10.20 CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of September 10, 2009 by and between R

July 7, 2014 EX-3.2

CERTIFICATE OF AMENDMENT SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ROKA BIOSCIENCE, INC.

EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT OF SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROKA BIOSCIENCE, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, 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

July 7, 2014 CORRESP

ROKA / Roka Bioscience, Inc. CORRESP - -

Response Letter Steven M. Skolnick Partner 1251 Avenue of the Americas New York NY 100220 T 646 414 6947 F 973 597 2477 [email protected] July 7, 2014 VIA FEDEX Russell Mancuso U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Re: Roka Bioscience, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 19, 2014 File N

July 7, 2014 S-1/A

ROKA / Roka Bioscience, Inc. S-1/A - - AMENDMENT NO. 2 TO FORM S-1

Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 7, 2014 Registration No. 333-196135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROKA BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 3826 27-0881542 (S

July 7, 2014 EX-4.7

AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

EX-4.7 Exhibit 4.7 AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amendment No. 1 to Fourth Amended and Restated Investor Rights Agreement (this “Amendment”) to that certain Fourth Amended and Restated Investor Rights Agreement (the “IRA”) dated as of November 20, 2013, is entered into as of the 3rd day of July, 2014 (the “Effective Date”), by and among Roka Bioscien

July 7, 2014 EX-10.4

ROKA BIOSCIENCE, INC. 2014 EQUITY INCENTIVE PLAN

EX-10.4 Exhibit 10.4 ROKA BIOSCIENCE, INC. 2014 EQUITY INCENTIVE PLAN 1. Establishment and Purpose The purpose of the Roka Bioscience, Inc. 2014 Equity Incentive Plan (the “Plan”) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in the development and financial succes

June 26, 2014 CORRESP

-

CORRESP Confidential Treatment Requested by Roka Bioscience, Inc. Steven M. Skolnick Partner 1251 Avenue of the Americas New York, NY 10020 T 646 414 6947 F 973 597 2477 [email protected] June 26, 2014 FOIA Confidential Treatment Request The entity requesting confidential treatment is: Roka Bioscience, Inc. 20 Independence Boulevard Warren, New Jersey 07059 CERTAIN PORTIONS OF THIS LETTER H

June 19, 2014 EX-3.4

ROKA BIOSCIENCE, INC. AMENDED AND RESTATED BY-LAWS TABLE OF CONTENTS Article 1. - General 1 1.1. Offices 1 1.2. Seal 1 1.3. Fiscal Year 1 Article II. - Stockholders 1 2.1. Place of Meetings 1 2.2. Annual Meeting 1 2.3. Quorum 1 2.4. Right to Vote; Pr

EX-3.4 Exhibit 3.4 ROKA BIOSCIENCE, INC. AMENDED AND RESTATED BY-LAWS TABLE OF CONTENTS Article 1. - General 1 1.1. Offices 1 1.2. Seal 1 1.3. Fiscal Year 1 Article II. - Stockholders 1 2.1. Place of Meetings 1 2.2. Annual Meeting 1 2.3. Quorum 1 2.4. Right to Vote; Proxies 2 2.5. Voting 2 2.6. Notice of Annual Meetings 2 2.7. Stockholders’ List 2 2.8. Special Meetings 3 2.9. Notice of Special Mee

June 19, 2014 EX-10.10

ROKA BIOSCIENCE, INC. EMPLOYEE CONFIDENTIALITY, INVENTIONS, NON-INTERFERENCE, NON-SOLICITATION AND NON-COMPETITION AGREEMENT

EX-10.10 Exhibit 10.10 ROKA BIOSCIENCE, INC. EMPLOYEE CONFIDENTIALITY, INVENTIONS, NON-INTERFERENCE, NON-SOLICITATION AND NON-COMPETITION AGREEMENT This Agreement is entered into as of by and between Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the person identified on the signature page to this Agreement (the “Employee”). In consideration of, and as part of the terms of, the

June 19, 2014 EX-10.9

ROKA BIOSCIENCE, INC. INDEMNIFICATION AGREEMENT

EX-10.9 Exhibit 10.9 ROKA BIOSCIENCE, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of [Date], by and between ROKA BIOSCIENCE, INC., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”). A. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and its related en

June 19, 2014 EX-10.18

OFFICE LEASE KILROY REALTY PACIFIC CORPORATE CENTER KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, ROKA BIOSCIENCE, INC., a Delaware corporation, as Tenant. TABLE OF CONTENTS Page ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON A

EX-10.18 Exhibit 10.18 EXECUTED ORIGINAL OFFICE LEASE KILROY REALTY PACIFIC CORPORATE CENTER KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, and ROKA BIOSCIENCE, INC., a Delaware corporation, as Tenant. TABLE OF CONTENTS Page ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS 5 ARTICLE 2 LEASE TERM; OPTION TERMS 7 ARTICLE 3 BASE RENT 10 ARTICLE 4 ADDITIONAL RENT 11 ARTICLE 5

June 19, 2014 EX-1.1

ROKA BIOSCIENCE, INC. (a Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 ROKA BIOSCIENCE, INC. (a Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENT Dated: —, 2014 ROKA BIOSCIENCE, INC. (a Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENT —, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters One Bryant Park New York, New York 10036 Ladies and Gentlemen: Roka Bio

June 19, 2014 EX-10.23

FIRST AMENDMENT TO MATERIALS SUPPLY AGREEMENT

EX-10.23 31 d623882dex1023.htm EX-10.23 Exhibit 10.23 CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FIRST AMENDMENT TO MATERIALS SUPPLY AGREEMENT This First Amendment to Materials Suppl

June 19, 2014 EX-4.2

ROKA BIOSCIENCE, INC. dated as of

EX-4.2 Exhibit 4.2 THIS WARRANT AND THE SECURITIES PURCHASABI.E HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITEES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. ROKA BIOSCIENCE, INC. WARRANT d

June 19, 2014 EX-10.13

SERIES E PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

EX-10.13 Exhibit 10.13 SERIES E PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT This Series E Preferred Stock and Warrant Purchase Agreement, dated as of June 13, 2013 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

June 19, 2014 EX-10.15

[Remainder left intentionally blank. Signature page to follow.]

EX-10.15 Exhibit 10.15 This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 21, 2013, by and between Comerica Bank (“Bank”) and ROKA BIOSCIENCE, INC. (“Borrower”). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and B

June 19, 2014 EX-10.3

ROKA BIOSCIENCE, INC. 2009 EQUITY INCENTIVE PLAN 1. Purpose 1 2. Definitions 1 3. Term of the Plan 3 4. Stock Subject to the Plan 3 5. Administration 3 6. Authorization of Grants 4 7. Specific Terms of Awards 4 8. Adjustment Provisions 8 9. Settlemen

EX-10.3 Exhibit 10.3 ROKA BIOSCIENCE, INC. 2009 EQUITY INCENTIVE PLAN 1. Purpose 1 2. Definitions 1 3. Term of the Plan 3 4. Stock Subject to the Plan 3 5. Administration 3 6. Authorization of Grants 4 7. Specific Terms of Awards 4 8. Adjustment Provisions 8 9. Settlement of Awards 11 10. Reservation of Stock 13 11. No Special Employment or Other Rights 13 12. Nonexclusivity of the Plan 13 13. Ter

June 19, 2014 EX-10.7

EMPLOYMENT AGREEMENT

EX-10.7 Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), dated July 1, 2012, is entered into between ROKA BIOSCIENCE, INC., a Delaware corporation, having its corporate headquarters at 20 Independence Blvd., 4th Floor, Warren, NJ 07059 (“Employer”), and AMYJO MCCARDELL, an individual residing at 111 Peachtree Lane, Landenberg, PA 19350 (“Employee”) (Employer and Employee,

June 19, 2014 EX-10.20

LICENSE AGREEMENT

EX-10.20 Exhibit 10.20 CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of September 10, 2009 by and between R

June 19, 2014 EX-10.16

LOAN AND SECURITY AGREEMENT

EX-10.16 Exhibit 10.16 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 21, 2013, by and between TRIPLEPOINT CAPITAL LLC (“Lender”) and ROKA BIOSCIENCE, INC. (“Borrower”). RECITALS A. Borrower wishes to obtain credit from time to time from Lender, and Lender desires to extend credit to Borrower. This Agreement sets forth the terms on wh

June 19, 2014 EX-10.14

SERIES E PREFERRED STOCK PURCHASE AGREEMENT

EX-10.14 Exhibit 10.14 SERIES E PREFERRED STOCK PURCHASE AGREEMENT This Series E Preferred Stock Purchase Agreement, dated as of November 20, 2013 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, the Compan

June 19, 2014 EX-10.1

FOURTH AMENDED AND RESTATED VOTING AGREEMENT

EX-10.1 Exhibit 10.1 FOURTH AMENDED AND RESTATED VOTING AGREEMENT This Fourth Amended and Restated Voting Agreement (the “Agreement”) is made and entered into as of this 20th day of November, 2013 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock listed on Exhibit A hereto (referred to hereinafter

June 19, 2014 EX-10.17

[signature page follows]

EX-10.17 Exhibit 10.17 SUBLEASE This Sublease (“Sublease”) is dated November 2, 2009, and is between AETERNA ZENTARIS, INC., (“Sublandlord”), and ROKA BIOSCIENCE, INC., a Delaware corporation (“Subtenant”). Sublandlord, as tenant, and Normandy Warren Holdings, LLC, as landlord (“Prime Landlord”), executed a Lease Agreement dated August 20, 2007 (“Prime Lease”). Pursuant to the Prime Lease, Subland

June 19, 2014 EX-10.22

MATERIALS SUPPLY AGREEMENT

EX-10.22 Exhibit 10.22 CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MATERIALS SUPPLY AGREEMENT THIS MATERIALS SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of Septembe

June 19, 2014 EX-10.12

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

EX-10.12 Exhibit 10.12 SERIES D PREFERRED STOCK PURCHASE AGREEMENT This Series D Preferred Stock Purchase Agreement, dated as of December 19, 2011 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, the Compan

June 19, 2014 EX-10.21

FIRST AMENDMENT TO LICENSE AGREEMENT

EX-10.21 Exhibit 10.21 CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FIRST AMENDMENT TO LICENSE AGREEMENT This First Amendment to License Agreement (the “Amendment”) is entered into eff

June 19, 2014 EX-4.3

WARRANT TO PURCHASE STOCK

EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS,

June 19, 2014 S-1/A

- AMENDMENT NO. 1 TO FORM S-1

Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on June 19, 2014 Registration No. 333-196135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROKA BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 3826 27-0881542 (

June 19, 2014 EX-10.2

FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

EX-10.2 11 d623882dex102.htm EX-10.2 Exhibit 10.2 FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT This Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made and entered into as of this 20th day of November, 2013 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), those holders of t

June 19, 2014 EX-4.5

WARRANT TO PURCHASE STOCK

EX-4.5 Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED. SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS,

June 19, 2014 EX-10.8

EMPLOYMENT AGREEMENT

EX-10.8 Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), dated July 1, 2012, is entered into between ROKA. BIOSCIENCE, INC., a Delaware corporation, having its corporate headquarters at 20 Independence Blvd., 4th Floor, Warren, NJ 07059 (“Employer”), and WALTER M. NARAJOWSKI, an individual residing at 84 Blue Lagoon, Laguna Beach, CA 92651 (“Employee”) (Employer and Emplo

June 19, 2014 EX-10.25

FIRST AMENDMENT TO SUPPLY AGREEMENT

EX-10.25 Exhibit 10.25 FIRST AMENDMENT TO SUPPLY AGREEMENT This First Amendment to Supply Agreement (the “Amendment”) is entered into effective as of June 12, 2014 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience, Inc

June 19, 2014 EX-10.24

SUPPLY AGREEMENT

EX-10.24 Exhibit 10.24 CONFIDENTIAL TREATMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (the “Supply Agreement”) is made effective as of May 27, 2011 (the “Effective

June 19, 2014 EX-10.19

LEASE AGREEMENT NORMANDY WARREN HOLDINGS, LLC, a Delaware Limited Liability Company, ROKA BIOSCIENCE, INC., a Delaware Corporation, DATED: May 16, 2011

EX-10.19 27 d623882dex1019.htm EX-10.19 Exhibit 10.19 LEASE AGREEMENT BETWEEN NORMANDY WARREN HOLDINGS, LLC, a Delaware Limited Liability Company, LANDLORD, -AND- ROKA BIOSCIENCE, INC., a Delaware Corporation, TENANT DATED: May 16, 2011 Prepared by: Robert A. Klausner, Esq. Day Pitney LLP One Jefferson Road Parsippany, New Jersey 07054-2891 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 3 ARTICLE 2

June 19, 2014 CORRESP

-

CORRESP Steven M. Skolnick Partner 1251 Avenue of the Americas New York, NY 10020 T 973 597 2476 F 973 597 2477 [email protected] June 19, 2014 Russell Mancuso Branch Chief U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Roka Bioscience, Inc. (the “Company”) Registration Statement on Form S-1 Filed May 21, 2014 File No. 333-196135 Dear Mr. Mancuso: On b

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