ROKA BIOSCIENCE, INC.
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
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775431109
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(CUSIP Number)
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OrbiMed Advisors LLC
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OrbiMed Capital GP III LLC
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Samuel D. Isaly
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601 Lexington Avenue, 54th Floor
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New York, NY 10022
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Telephone: (212) 739-6400
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September 26, 2017
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 775431109
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1
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NAME OF REPORTING PERSON
OrbiMed Advisors LLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
1,247,721*
|
|||
9
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SOLE DISPOSITIVE POWER
0 |
|||
10
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SHARED DISPOSITIVE POWER
1,247,721*
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,247,721*
|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.36%* |
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14
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TYPE OF REPORTING PERSON (See Instructions)
IA |
*
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Includes 571,428 shares of the Issuer’s Common Stock (the “Shares”) underlying warrants (the “Warrants”).
|
|
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†
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This percentage is calculated based on 5,007,742 outstanding Shares of the Issuer, as set forth in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2017, and includes 571,428 Shares subject to currently exercisable Warrants.
|
CUSIP No. 775431109
|
||||
1
|
NAME OF REPORTING PERSON
OrbiMed Capital GP III LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
1,235,951*
|
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
1,235,951*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,235,951*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.17%* |
|||
14
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TYPE OF REPORTING PERSON (See Instructions)
OO |
*
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Includes 566,037 shares of the Issuer’s Common Stock (the “Shares”) underlying warrants (the “Warrants”).
|
|
|
†
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This percentage is calculated based on 5,007,742 outstanding Shares of the Issuer, as set forth in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2017, and includes 566,037 Shares subject to currently exercisable Warrants.
|
CUSIP No. 775431109
|
||||
1
|
NAME OF REPORTING PERSON
Samuel D. Isaly
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
1,247,721*
|
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
1,247,721*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,247,721*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.36%* |
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA |
*
|
Includes 571,428 shares of the Issuer’s Common Stock (the “Shares”) underlying warrants (the “Warrants”).
|
|
|
†
|
This percentage is calculated based on 5,007,742 outstanding Shares of the Issuer, as set forth in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2017, and includes 571,428 Shares subject to currently exercisable Warrants.
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(i)
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name;
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(ii)
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business address;
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(iii)
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present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
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(iv)
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citizenship.
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Seller
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Date of Transaction
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Transaction
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Number of Shares
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Price Per Share*
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OPI III
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August 23, 2017
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Sold
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1,090
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$1.50
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Associates III
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August 23, 2017
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Sold
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10
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$1.50
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OPI III
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August 24, 2017
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Sold
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13,075
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$1.50
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Associates III
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August 24, 2017
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Sold
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125
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$1.50
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OPI III
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September 26, 2017
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Sold
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74,096
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$1.03
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Associates III
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September 26, 2017
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Sold
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706
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$1.03
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OPI III
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September 27, 2017
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Sold
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52,301
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$0.92
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Associates III
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September 27, 2017
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Sold
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498
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$0.92
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly.
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OrbiMed Advisors LLC
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By:
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/s/ Samuel D. Isaly
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Name:
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Samuel D. Isaly
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Title:
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Managing Member
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OrbiMed Capital GP III LLC
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By:
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OrbiMed Advisors LLC
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By:
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/s/ Samuel D. Isaly
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Name:
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Samuel D. Isaly
|
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Title:
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Managing Member
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|||
Samuel D. Isaly
|
||||
By:
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/s/ Samuel D. Isaly
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Name:
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Samuel D. Isaly
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Name
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Position with Reporting
Person
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Principal Occupation
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Samuel D. Isaly
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Managing Member
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Managing Member
OrbiMed Advisors LLC
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Carl L. Gordon
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Member
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Member
OrbiMed Advisors LLC
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Sven H. Borho
German and Swedish Citizen
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Member
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Member
OrbiMed Advisors LLC
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Jonathan T. Silverstein
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Member
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Member
OrbiMed Advisors LLC
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W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC
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Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC
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Evan D. Sotiriou
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC
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Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly.
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OrbiMed Advisors LLC
|
||||
By:
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/s/ Samuel D. Isaly
|
|||
Name:
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Samuel D. Isaly
|
|||
Title:
|
Managing Member
|
|||
OrbiMed Capital GP III LLC
|
||||
By:
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OrbiMed Advisors LLC
|
|||
By:
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/s/ Samuel D. Isaly
|
|||
Name:
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Samuel D. Isaly
|
|||
Title:
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Managing Member
|
|||
Samuel D. Isaly
|
||||
By:
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/s/ Samuel D. Isaly
|
|||
Name:
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Samuel D. Isaly
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