Privately-held Rosetta Genomics filed for Chapter 7 protection with the U.S. Bankruptcy Court in the District of Delaware, lead case number 18-11316. The Company, a molecular diagnostics company that develops diagnostic tests designed to differentiate between various types of cancer, is represented by Christopher Dean Loizides.
In documents filed with the Bankruptcy Court, Rosetta stated that it had been unable to complete a pending merger with a subsidiary of Genoptix, Inc., an oncology diagnostic laboratory, scheduled for completion on May 29, 2018 and that it was unlikely that the merger would occur at all. Absent completion of the merger, and/or the existence of alternative sources of funding, Rosetta indicated that it could neither continue as a going concern or achieve an orderly liquidation under Chapter 11. Rosetta further signalled that failed merger stemmed from a dispute between the two parties as to the occurrence of a “Material Adverse Effect” and alleged breaches by Rosetta of representations and warranties in their merger agreement. A previous effort by Genoptix to acquire Rosetta was called off in February due to a Rosetta shareholder dispute.
In documents filed with the Bankruptcy Court, Rosetta lists Genoptix, which had previously purchased Rosetta’s precision diagnostics (PDx) business in March 2018 for $1 million, as a secured creditor with a claim of $1.25 million. Rosetta, which plans to initiate concurrent bankruptcy proceedings in Israel, also lists an intercompany claim of $48.6 million held by Israel-based Rosetta Genomics, Ltd. Rosetta’s petition notes between 50 and 100 creditors; estimated assets between $1 million and $10 million; and estimated liabilities between $50 million and $100 million.
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