Genoptix, Inc. entered into a term sheet agreement to acquire Rosetta Genomics Ltd. (NasdaqCM:ROSG) (‘Rosetta’) on October 26, 2017. On December 14, 2017, Genoptix entered into a merger agreement to acquire Rosetta for $4.4 million. Under the terms of the agreement, Genoptix would pay an aggregate amount equal to $10 million plus restricted cash and unrestricted cash of $1.1 million. The purchase consideration also includes the amounts outstanding pursuant to third-party indebtedness, executive severance payments in the amount of $0.46 million, $1.13 million to holders of outstanding warrants to terminate such warrants, and $2.5 million to holders of convertible debentures to terminate such convertible debentures. Subject to these adjustments the purchase price is estimated to be $0.6 to $0.7 per share. Immediately after the closing, all Rosetta warrants and convertible debentures outstanding at closing will automatically terminate. Concurrent with the agreement, Genoptix agreed to provide a bridge financing facility of $1.8 million to fund Rosetta’s day to day operations. Following the acquisition, Rosetta would operate as a wholly owned subsidiary of Genoptix and would be delisted from the stock exchange. In the event that the agreement is terminated due to the fact that the shareholder approval hasn’t been obtained till March 31, 2018, Rosetta is liable to pay to Genoptix a termination fee equal to $0.75 million. In case the Board of Directors of Rosetta change it recommendation or there is an alternative acquisition proposal or Rosetta breaches its no-shop restriction, Rosetta may be liable to pay a termination fee of $1 million. The transaction is subject to approval from shareholders of Rosetta, statutory and regulatory approvals, third party approvals and termination of outstanding convertible debentures and warrants. The transaction has unanimously been approved by the Board of Directors of both Genoptix and Rosetta. Rosetta expects to conduct a shareholder vote for the merger at a general meeting to be held on February 1, 2018. The transaction is expected to be completed in the first quarter of 2018. Paul Hastings LLP and Yigal Arnon & Co. acted as legal advisors for Genoptix, Inc. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Amar Reiter Jeanne Shochatovitch & Co. Lawyers acted as legal advisors while Cantor Fitzgerald & Co. acted as a fairness opinion provider for Rosetta. Genoptix, Inc. cancelled the proposed acquisition of Rosetta Genomics Ltd. (NasdaqCM:ROSG) (‘Rosetta’) on February 22, 2018. The termination follows the failure to receive sufficient positive votes to approve the transaction at the Rosetta’s extraordinary general meeting of shareholders held on February 22, 2018. As part of the agreement, as a result of termination of the agreement, Rosetta will be required to deliver to Genoptix an unsecured promissory note promising to reimburse a total of $0.75 million of Genoptix’s expenses in three monthly installments, with the first installment due March 22, 2018.