Roka Bioscience Inc (NASDAQ:ROKA) filed a certificate of amendment to its Seventh Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a one-for-ten reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), that became effective upon filing. Such certificate of amendment was filed pursuant to the authorization granted to the Company by its stockholders at the Company’s annual meeting of stockholders held on June 22, 2016. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The reverse stock split will be effective for trading purposes as of the commencement of trading on the NASDAQ Global Market (“NASDAQ”) on October 12, 2016. At the effective time of the reverse stock split, every ten shares of the Company’s pre-split Common Stock will automatically be reclassified as and converted into one share of post-split Common Stock. Fractional shares that arise as a result of the reverse stock split will be settled in a cash payment based on the product obtained by multiplying the number of fractional shares a stockholder would be entitled to after the effectiveness of the reverse stock split by the last reported sale price of the Common Stock on October 11, 2016 as reported on NASDAQ. The number of authorized shares of the Common Stock and the par value of the Common Stock will remain unchanged following the reverse stock split. To reflect the reverse stock split, proportional adjustments will be made to number of shares of common stock underlying the Company’s outstanding Series A Preferred Stock, warrants, stock options and equity compensation plan. American Stock Transfer & Trust Company, the Company’s transfer agent, will act as exchange agent for purposes of implementing the exchange of stock certificates and the payment of cash in lieu of fractional shares.