Rosetta Genomics Ltd. (NasdaqCM:ROSG) announced that it has entered into definitive agreements for private placement of unregistered convertible debentures for gross proceeds of $2,000,000 and warrants with one prominent institutional healthcare investor on September 28, 2017. The debentures will be convertible into 2,173,914 shares, will have a term of 30 years, be unsecured, not bear any interest, and have a conversion price of $0.92 per share. The warrants will enable the investor to purchase up to 2,173,914 shares at $1.15 per share for a period of five years. In the event of a reverse stock split, the conversion price of the convertible debentures may be reduced to the average of the volume weighted average price for the two days with the lowest volume weighted average price during the ten trading days immediately following the reverse stock split; provided that the conversion price of the debentures will not be adjusted below $0.20 per share. Additionally, the conversion price of the convertible debentures are subject to anti-dilution protection in the event the company issues securities below the conversion price then in effect; provided that the conversion price of the debentures will not be adjusted below $0.20 per share. The transaction is expected to close on or about October 2, 2017 and is subject to the satisfaction of customary closing conditions. The company will issue securities pursuant to exemption provided under Regulation D.