UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2018

Commission File Number 001-33042

ROSETTA GENOMICS LTD.

(Translation of registrant’s name into English)

10 Plaut Street, Science Park

Rehovot 76706, Israel

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-For Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Rosetta Genomics Ltd.

On April 2624, 2018, ~~shareholders~~ of Rosetta Genomics Ltd. (~~“Rosetta” or~~ the “Company”) ~~approved~~received ~~the merger of the Company with~~ a ~~subsidiary~~notification ofletter ~~Genoptix,~~from ~~Inc., at~~ the ~~Company’s~~NASDAQ ~~Extraordinary~~Stock ~~General~~Market ~~Meeting~~indicating ofthat ~~Shareholders~~it ~~(the~~is ~~“Extraordinary Meeting”).~~subject ~~The~~to ~~proxy statement~~ de-listing for ~~the~~failing ~~Extraordinary~~to ~~Meeting~~meet (the ~~“Proxy~~terms ~~Statement”)~~of ~~was~~Staff’s ~~filed~~extension byvis-à-vis ~~the~~complying ~~Company~~ with ~~the~~Nasdaq’s ~~Securities~~minimum ~~and~~stockholders’ equity ~~Exchange~~requirement ~~Commission~~pursuant ~~as Exhibit 99.1~~ to ~~its~~NASDAQ ~~Report~~Listing onRule ~~Form~~5550(b)(the ~~6-K on March 13, 2018, and is incorporated herein by reference~~“Rule”).

~~The~~On October 24, 2017, Staff notified the Company ~~has~~that ~~also~~it did not comply with the Rule, which requires a minimum $2,500,000 stockholders’ equity, $35,000,000 market ~~issued~~value of listed securities, or $500,000 net income from continuing operations. On December 19, 2017, Rosetta Genomics Ltd. (the “Company”) received a ~~press~~notification ~~release~~letter from the NASDAQ Stock Market (“Nasdaq”) informing the Company that Nasdaq had determined to grant the Company an extension to regain compliance with the Rule. The terms of the extension were as follows: on or before April 23, 2018, the ~~matter~~Company must have closed on the previously announced transaction with Genoptix, aInc., which ~~copy~~would effectively result in the delisting of ~~which~~the isCompany ~~filed~~from asthe ~~Exhibit~~Nasdaq 99Capital Market.1 If the transaction with Genoptix, Inc., failed to ~~this~~close ~~Form~~on ~~6-K~~or ~~and~~before ~~incorporated~~April by23, ~~reference~~2018, ~~herein~~the Company would have to provide confirmation through a public filing that, as of April 23, 2018, the Company had raise sufficient equity capital or otherwise achieved compliance with the Rule.

~~Exhibits~~As of April 23, 2018, the Company had not completed its proposed merger with Genoptix, Inc., and the Company had not provided confirmation through a public filing that it complies with the Rule. Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

Exhibit Number		Description of Exhibit
99.1		Press Release dated April 26, 2018.

On April 23, 2018, the Company submitted a request for a hearing with the Nasdaq Hearing Panel (the “Panel”), which Hearing was set for May 17, 2018. The notification received from Nasdaq on April 24, 2018, serves as formal notification that the Panel will consider this matter in rendering a determination regarding the Company’s continued listing on the Nasdaq Capital Market.

The information contained in this Report (including the exhibits hereto) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3, File Nos. 333-163063, 333-171203, 333-172655, 333-177670, 333-185338, 333-207697 and 333-210366, and Form S-8, File Nos. 333-141525, 333-147805, 333-165722 and 333-191072, to the extent not superseded by documents or reports subsequently filed or furnished.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROSETTA GENOMICS LTD.
Date: April 26, 2018	By:	/s/ Ron Kalfus
Date: April 27, 2018	By:	/s/ Ron Kalfus
		Ron Kalfus Chief Financial Officer

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