Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
ROKA BIOSCIENCE, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

20 INDEPENDENCE BOULEVARD
WARREN, NJ 07059
Phone Number: subscription required

Item 3. Related Persons

Name
LARS BOESGAARD
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
PAUL G. THOMAS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JIM BARRET, PHD
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DAVID MCGIRR
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
NICHOLAS VALERIANI
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JONATHAN SILVERSTEIN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
FRED COHEN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MICHAEL P. DOYLE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

BIOTECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
09/21/2016

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security
  • Other: WARRANTS AND PREFERRED STOCK CONVERTIBLE INTO COMMON STOCK

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 12. Sales Compensation

Recipient
ROTH CAPITAL PARTNERS, LLC
Recipient CRD Number
15407
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
888 SAN CLEMENTE, SUITE 400
NEWPORT BEACH, CA 92660
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
22500000
Total Amount Sold
22500000
Total Remaining to be Sold
0
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
32

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
949850.0
Finders' Fees
0.0
Clarification of Response
EXCLUDES WARRANTS TO PURCHASE UP TO 2,366,858 SHARES OF COMMON STOCK.

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0 Is an estimate
Clarification of Response
THE PROCEEDS ARE EXPECTED TO BE USED FOR GENERAL CORPORATE PURPOSES WHICH MAY INCLUDE THE PAYMENT OF SALARIES AND OTHER FEES TO THOSE LISTED IN ITEM 3.

Signature and Submission

Issuer Name
ROKA BIOSCIENCE, INC.
Issuer Signature
/S/ LARS BOESGAARD
Signer Name
LARS BOESGAARD
Signer Title
CFO TREASURER
Signature Date
09/30/2016

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