Genoptix, Inc. entered into a merger agreement to acquire Rosetta Genomics Ltd. (NasdaqCM:ROSG) for $8 million on February 27, 2018. The final purchase price is subject to adjustments based on the payments payable to holders of Rosetta securities such as holders of stock options, warrants, restricted stock units and convertible debentures. Genoptix will first purchase Rosetta Genomics’ PDx business pursuant to a stock purchase agreement for $1 million in cash, which is expected to close by the end of this week. Upon closing of the merger, trading in shares of Rosetta Genomics on the Nasdaq Capital Market will cease, and Rosetta Genomics will become a wholly owned subsidiary of Genoptix. Rosetta's 2003 Israeli Share Option Plan and 2006 Employee Incentive Plan, all rights, PSUs and RSUs will terminate at the effective date of the merger. In consideration for the termination of the warrants, Rosetta and Genoptix have agreed to pay $1.1 million to the holders of the warrants and $2.5 million to the holders of the convertible debentures. In case of termination, Rosetta is required to pay $1 million of termination fee to Genoptix. The transaction is subject to approval by Rosetta Genomics’ shareholders at an extraordinary meeting of shareholders to be held on April 6, 2018 and to customary closing conditions. No other regulatory approvals are required except for merger approval from Israeli Registrar of Companies, Israeli National Authority for Technological Innovation. Third party approvals are also required. The transactions have been unanimously approved by the Board of Directors of Rosetta Genomics and Genoptix. As of March 13, 2018, Rosetta has established the date of its shareholders' meeting to be April 17, 2018. As on April 5, 2018, Rosetta Genomics Ltd. urges all its shareholders to vote for the proposed merger at the meeting. Rosetta Genomics’ Board of Directors concluded that the merger provides the best option for shareholders. If the merger is not completed, Rosetta Genomics’ shareholders will not receive any payment for their shares. In addition, Rosetta Genomics will likely be insolvent and might have to file for bankruptcy protection or become subject to an involuntary petition for bankruptcy filed by creditors. The closing of the merger is expected to occur during the second quarter of 2018. As on April 17, 2018, the extraordinary general meeting of shareholders of Rosetta Genomics Ltd. summoned for April 17, 2018, has been adjourned to April 26, 2018 in order to provide additional time for the solicitation of votes in favor of the merger. If shareholders do not approve the merger, outstanding ordinary shares likely will cease to have any value. As on April 26, 2018, the shareholders of Rosetta Genomics Ltd. have approved the deal. The completion of the merger will be on or about May 27, 2018, subject to satisfaction of customary closing conditions. Cantor Fitzgerald, L.P. is serving as financial advisor to Rosetta Genomics on this transaction. Robert E. Burwell of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., whereas Nir Oren of Amar Reiter Jeanne Shochatovitch & Co. Lawyers acted as legal advisors to Rosetta Genomics Ltd. Deyan P. Spiridonov of Paul Hastings LLP, whereas Barry P. Levenfeld of Yigal Arnon & Co. acted as legal advisors to Genoptix, Inc. Georgeson LLC acted as information agent for Rosetta Genomics. Genoptix, Inc. cancelled the acquisition of Rosetta Genomics Ltd. (NasdaqCM:ROSG) in May, 2018. Rosetta Genomics filed for bankruptcy in May 2018, as a result of which the agreement got terminated.