Dear Valued Visitor,

We have noticed that you are using an ad blocker software.

Although advertisements on the web pages may degrade your experience, our business certainly depends on them and we can only keep providing you high-quality research based articles as long as we can display ads on our pages.

To view this article, you can disable your ad blocker and refresh this page or simply login.

We only allow registered users to use ad blockers. You can sign up for free by clicking here or you can login if you are already a member.

13D Filing: OrbiMed Advisors and Roka Bioscience Inc. (ROKA)

Roka Bioscience Inc. (NASDAQ:ROKA): Samuel Isaly’s OrbiMed Advisors filed an amended 13D.

You can check out OrbiMed Advisors’ latest holdings and filings here.

Please follow OrbiMed Advisors (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about OrbiMed Advisors or update its stock holdings.

Samuel Isaly
Samuel Isaly
OrbiMed Advisors

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
OrbiMed Advisors 0 773,045 0 773,045 773,045 13.86%
OrbiMed Capital GP III 0 765,755 0 765,755 765,755 13.74%
Samuel D. Isaly 0 773,045 0 773,045 773,045 13.86%
Samuel Isaly
Samuel Isaly
OrbiMed Advisors

Page 1 of 11 – SEC Filing


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
ROKA BIOSCIENCE, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
775431109
(CUSIP Number)
OrbiMed Advisors LLC
OrbiMed Capital GP III LLC
Samuel D. Isaly
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone:  (212) 739-6400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 2 of 11 – SEC Filing

CUSIP No. 775431109
1
NAME OF REPORTING PERSON
OrbiMed Advisors 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
773,045*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
773,045*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
773,045*
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)
13.86%
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/A, filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2017, and includes 571,428 Shares subject to currently exercisable Warrants.

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 3 of 11 – SEC Filing

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
765,755*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
765,755*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,755*
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)
13.74%
14
TYPE OF REPORTING PERSON (See Instructions)
OO
__________
*
Includes 566,037 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/A, filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2017, and includes 566,037 Shares subject to currently exercisable Warrants.

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 4 of 11 – SEC Filing

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
773,045*
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
773,045*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
773,045*
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)
13.86%
14
TYPE OF REPORTING PERSON (See Instructions)
IN
__________
*
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/A, filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2017, and includes 571,428 Shares subject to currently exercisable Warrants.

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 5 of 11 – SEC Filing

Item 1. Security and Issuer
This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly originally filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2014 (the “Statement”) and amended by Amendment No. 1 thereto filed with the SEC on September 23, 2016, Amendment No. 2 thereto filed with the SEC on November 14, 2016, Amendment No. 3 filed with the SEC on February 7, 2017, Amendment No. 4 filed with the SEC on August 23, 2017, and Amendment No. 5 filed with the SEC on September 28, 2017.  The Statement relates to the common stock, par value $0.001 per share, of Roka Bioscience, Inc. (the “Shares”), a corporation organized under the laws of the State of Delaware (the “Issuer”), with its principal executive offices located at 20 Independence Boulevard, Warren, New Jersey 07059.  The Shares are listed on the NASDAQ Global Market under the ticker symbol “ROKA.” Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background
(a)           This Amendment No. 6 to the Statement is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP III LLC (“GP III”), a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).
(b) – (c) Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole general partner of OrbiMed Associates III (“Associates III”) and the sole managing member of GP III, which is the sole general partner of OrbiMed Private Investments III, LP (“OPI III”), which holds Shares of the Issuer, as more particularly described in Item 6 below.  Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
GP III has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
Isaly, a natural person, owns a controlling interest in Advisors.
The directors and executive officers of Advisors and GP III are set forth on Schedules I and II, attached hereto.  Schedules I and II set forth the following information with respect to each such person:
(i)
name;
(ii)
business address;
(iii)
present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
(iv)
citizenship.
(d) – (e) During the last five years, neither the Reporting Persons nor any Person named in Schedule I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)           Isaly is a citizen of the United States.

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 6 of 11 – SEC Filing

Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
This Amendment No. 6 to the Statement relates to the transactions by the Reporting Persons more fully described in Item 5 below. The Shares initially had been acquired (and those that continue to be held, are held) by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business.
The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Common Stock or otherwise, they may acquire shares of Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Amendment No. 6, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)-(b)  As of the date of this filing, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares.  Based upon information contained in the Issuer’s Form 10-Q/A, filed with the SEC on September 28, 2017, such Shares deemed to be indirectly beneficially owned by GP III constitute approximately 13.74% of the issued and outstanding Shares, and such Shares deemed to be indirectly beneficially owned by Advisors and Isaly constitutes approximately 13.86% of the issued and outstanding Shares.  Advisors, pursuant to its authority as the sole managing member of GP III, which is the sole general partner of OPI III, and as the sole general partner Associates III, may be deemed to indirectly beneficially own the Shares held by OPI III and Associates III.  GP III, pursuant to its authority as the general partner of OPI III, may be deemed to indirectly beneficially own the Shares held by OPI III.  Isaly, pursuant to his authority as the managing member of Advisors and owner of a controlling interest in Advisors, pursuant to its limited liability company agreement, may be deemed to also indirectly beneficially own the Shares attributable to Advisors.  As a result, Isaly, Advisors and GP III share the power to direct the vote and the disposition of the Shares held by OPI III described in Item 6 below, and Isaly and Advisors share the power to direct the vote and the disposition of the Shares held by Associates III.

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 7 of 11 – SEC Filing

In addition, Advisors and GP III, pursuant to their authority under the limited partnership agreements of OPI III and/or Associates III, prior to the date of this filing, caused OPI III and Associates III, as applicable, to enter into the agreements referred to in Item 6 below.
(c)
Seller
Date of Transaction
Transaction
Number of Shares
Price Per Share*
OPI III
September 28, 2017
Sold
376,950
$0.72
Associates III
September 28, 2017
Sold
3,592
$0.72
OPI III
September 29, 2017
Sold
93,246
$0.74
Associates III
September 29, 2017
Sold
888
$0.74
 
* The Price Per Share reported above is a weighted average price.  The Shares were sold in multiple transactions at prices ranging from:  $0.67 to $0.86 (September 28, 2017); and $0.70 to $0.82 (September 29, 2017).  Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the ranges set forth above.
Except as disclosed above and in Amendment No. 4 and Amendment No. 5, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.
(d)           Not applicable.
(e)           Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
In addition to the relationships between the Reporting Persons described in Items 2, 3 and 5, GP III is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III.  Advisors is the sole managing member of GP III, pursuant to the terms of the limited liability company agreement of GP III.  Advisors is also the sole general partner of Associates III, pursuant to the terms of the limited partnership agreement of Associates III.  Pursuant to these agreements and relationships, Advisors and GP III have shared discretionary investment management authority with respect to the assets of OPI III.  Such authority includes the power of GP III to vote and otherwise dispose of securities purchased by OPI III.  Advisors also has discretionary investment management authority with respect to the assets of Associates III and, as a result, has the power to direct the vote and disposition of the securities of the Issuer held by Associates III.  Isaly, pursuant to his authority as the managing member of, and owner of a controlling interest in, Advisors, also has shared discretionary power to direct the vote and the disposition of the securities of the Issuer held by OPI III and Associates III.  The number of outstanding Shares held of record by OPI III is 199,718, and the number of warrants to purchase Shares (the “Warrants”) held of record by OPI III is 566,037. The number of outstanding Shares held of record by Associates III is 1,899 and the number of Warrants held of record by Associates III is 5,391. Advisors and Isaly may be considered to hold indirectly 201,617 outstanding Shares and 571,428 Warrants, and GP III may be considered to hold indirectly 199,718 outstanding Shares and 566,037 Warrants.
Item 7. Materials to Be Filed as Exhibits
Exhibit
Description
1.
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly.

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 8 of 11 – SEC Filing

SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 2, 2017
OrbiMed Advisors LLC
By:
/s/ Samuel D. Isaly
Name:
Samuel D. Isaly
Title:
Managing Member
OrbiMed Capital GP III LLC
By:
OrbiMed Advisors LLC
By:
/s/ Samuel D. Isaly
Name:
Samuel D. Isaly
Title:
Managing Member
Samuel D. Isaly
By:
/s/ Samuel D. Isaly
Name:
Samuel D. Isaly

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 9 of 11 – SEC Filing

Schedule I
The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.  Unless otherwise noted, each of these persons are United States citizens and have as their business address 601 Lexington Avenue, 54th Floor, New York, NY 10022.
Name
Position with Reporting
Person
Principal Occupation
Samuel D. Isaly
Managing Member
Managing Member
OrbiMed Advisors LLC
Carl L. Gordon
Member
Member
OrbiMed Advisors LLC
Sven H. Borho
German and Swedish Citizen
Member
Member
OrbiMed Advisors LLC
Jonathan T. Silverstein
Member
Member
OrbiMed Advisors LLC
W. Carter Neild
Member
Member
OrbiMed Advisors LLC
Geoffrey C. Hsu
Member
Member
OrbiMed Advisors LLC
Evan D. Sotiriou
Chief Financial Officer
Chief Financial Officer
OrbiMed Advisors LLC

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 10 of 11 – SEC Filing

Schedule II
The business and operations of OrbiMed Capital GP III LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I attached hereto.

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!

Page 11 of 11 – SEC Filing

EXHIBIT INDEX
Exhibit
Description
1.
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly.

Follow Roka Bioscience Inc. (NASDAQ:ROKA)
Trade (NASDAQ:ROKA) Now!