Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
ROKA BIOSCIENCE, INC.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2009

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

20 INDEPENDENCE BOULEVARD
4TH FLOOR
WARREN, NJ 07059
Phone Number: subscription required

Item 3. Related Persons

Name
STEVEN T. SOBIESKI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
TREASURER AND CHIEF FINANCIAL OFFICER

Item 3. Related Persons

Name
PAUL THOMAS
Address
subscription required
Relationship(s)
  • DIRECTOR
  • EXECUTIVE OFFICER
Clarification of Response
PRESIDENT, CHIEF EXECUTIVE OFFICER AND SECRETARY

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

Amendment
Date of First Sale in this Offering:
09/10/2009

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

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 13. Offering and Sales Amounts

Total Offering Amount
20000001
Total Amount Sold
20000001
Total Remaining to be Sold
0
Clarification of Response
THE ISSUER SOLD 15,094,340 SERIES C PREFERRED SHARES. THE PER SHARE PURCHASE PRICE IS $1.325 PER SHARE.

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:
5

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0 Is an estimate
Finders' Fees
0.0 Is an estimate
Clarification of Response

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
A PORTION OF THE PROCEEDS WILL BE USED FOR GENERAL CORPORATE PURPOSES. SALARIES AND/OR DIRECTOR FEES MAY BE PAID TO CERTAIN RELATED PERSONS IN ITEM 3. THE AMOUNT OF SUCH FEES CANNOT BE DETERMINED AT THIS TIME.

Signature and Submission

Issuer Name
ROKA BIOSCIENCE, INC.
Issuer Signature
/S/PAUL THOMAS
Signer Name
PAUL THOMAS
Signer Title
PRESIDENT, CHIEF EXECUTIVE OFFICER AND SECRETARY
Signature Date
05/17/2011

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