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Rosetta Genomics Pays Off Secured Loan and Reclaims Unencumbered Rights to All Assets

June 22, 2012

PHILADELPHIA and REHOVOT, Israel, June 22, 2012 /PRNewswire/ – Rosetta Genomics (NASDAQ: ROSG), a leading developer and provider of microRNA-based molecular diagnostic assays, today announced that the Company has entered into an agreement and release (the “Release Agreement”) with the holders of the $1,750,000 senior secured debenture (the “Debenture”) the Company sold and issued on January 27, 2012.

The Debenture had a maturity date of January 26, 2013 and accrued interest initially at a rate of 10% per annum, payable semi-annually. Beginning on March 15, 2012, an aggregate of $300,000 in principal amount of the Debenture became convertible, subject to certain limitations, into the Company’s ordinary shares at a conversion price of $1.416 per share (after giving effect to the 1-for-15 reverse split of the Company’s ordinary shares effected on May 14, 2012). The Debenture was secured by a security interest in all current and future assets of Rosetta and any current or future subsidiary, including Rosetta Genomics Inc.

Under the Release Agreement, Rosetta prepaid an aggregate of $1,450,000 in principal and $288,000 in interest and the Debenture holders agreed to convert the remaining $300,000 in principal into ordinary shares at the conversion price of $1.416 per share no later than July 31, 2012.

Upon the prepayment of the $1,450,000 in principal and $288,000 in interest, all of the Company’s obligations (other than the obligation to convert the remaining $300,000 in principal amount into ordinary shares) under the transaction agreements were satisfied or terminated and the security interest in all current and future assets of Rosetta and any current or future subsidiary terminated.

“We are very pleased to pay off our secured loan as this Release Agreement not only retires our debt , it frees up our assets from the liens on them, allowing us to monetize these assets through potential licensing, partnership or other arrangements,” stated Kenneth A. Berlin, President and Chief Executive Officer of Rosetta Genomics.

About miRview® Products
miRview® are a series of microRNA-based diagnostic products offered by Rosetta Genomics. miRview® mets and miRview® mets² accurately identify the primary tumor type in primary and metastatic cancer including Cancer of Unknown Primary (CUP). miRview® squamous accurately identifies the squamous subtype of non-small cell lung cancer, which carries an increased risk of severe or fatal internal bleeding and poor response to treatment for certain therapies. miRview® meso diagnoses mesothelioma, a cancer connected to asbestos exposure. miRview® lung accurately identifies the four main subtypes of lung cancer using small amounts of tumor cells. miRview® kidney accurately classifies the four most common kidney tumors: Clear Cell Renal Cell Carcinoma (RCC), Papillary RCC, Chromophobe RCC and Oncocytoma. miRview® tests are designed to provide objective diagnostic data; it is the treating physician’s responsibility to diagnose and administer the appropriate treatment. In the U.S. alone, Rosetta Genomics estimates that 200,000 patients a year may benefit from the miRview® mets and miRview® mets² test, 60,000 from miRview® squamous, 60,000 from miRview® meso, 54,000 from miRview® kidney and more than 1 million patients worldwide from miRview® lung. The Company’s tests are offered directly by Rosetta Genomics in the U.S., and through distributors around the world. For more information, please visit www.mirviewdx.com. Parties interested in ordering the test can contact Rosetta Genomics at (215) 382-9000 ext. 309.

About Rosetta Genomics
Rosetta Genomics develops and commercializes a full range of microRNA-based molecular diagnostics. Founded in 2000, the Company’s integrative research platform combining bioinformatics and state-of-the-art laboratory processes has led to the discovery of hundreds of biologically validated novel human microRNAs. Building on its strong patent position and proprietary platform technologies, Rosetta Genomics is working on the application of these technologies in the development and commercialization of a full range of microRNA-based diagnostic tools. The Company’s miRview® product line is commercially available through its Philadelphia-based CAP-accredited, CLIA-certified lab. To learn more, please visit www.rosettagenomics.com.

Forward-Looking Statements
Various statements in this release concerning Rosetta’s future expectations, plans and prospects, including without limitation, statements relating to the monetization of assets through potential licensing, partnership or other arrangements, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including risks related to: Rosetta’s approach to discover microRNA technology and to work on the application of this technology in the development of novel diagnostics and therapeutic tools, which may never lead to commercially accepted products or services; Rosetta’s ability to obtain, maintain and protect its intellectual property; Rosetta’s ability to enforce its patents against infringers and to defend its patent portfolio against challenges from third parties; Rosetta’s need and ability to obtain additional funding to support its business activities; Rosetta’s dependence on third parties for development, manufacture, marketing, sales, and distribution of products; Rosetta’s ability to successfully develop its products and services; Rosetta’s ability to obtain regulatory clearances or approvals that may be required for its products and services; the ability to obtain coverage and adequate payment from health insurers for the products and services comprising Rosetta’s technology; the ability to obtain a formal agreement for Medicare coverage and to maintain an equitable reimbursement valuation; competition from others using technology similar to Rosetta’s and others developing products for similar uses; Rosetta’s dependence on collaborators; and Rosetta’s short operating history; as well as those risks more fully discussed in the “Risk Factors” section of Rosetta’s Annual Report on Form 20-F for the year ended December 31, 2011 as filed with the Securities and Exchange Commission. In addition, any forward-looking statements represent Rosetta’s views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date. Rosetta does not assume any obligation to update any forward-looking statements unless required by law.

    Company Contact:              Investor Contacts:
    Rosetta Genomics Ltd.         LHA
    Ken Berlin, President & CEO   Anne Marie Fields
    (215) 382-9000 ext. 326       (212) 838-3777
    investors@rosettagenomics.com afields@lhai.com
                                  or
                                  Bruce Voss
                                  (310) 691-7100
                                  bvoss@lhai.com
                                  @LHA_IR_PR

SOURCE Rosetta Genomics


Source: PR Newswire