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

For the month of September 2014

Commission File Number 001-33042

ROSETTA GENOMICS LTD.

(Translation of registrant’s name into English)

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

Form 20-F [Ö ]                   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.

The unaudited condensed interim consolidated financial statements of Rosetta Genomics Ltd. (the “Company”) and its subsidiaries as of and for the six months ended June 30, 2014 are filed as Exhibit 99.1 to this Form 6-K and incorporated by reference herein. A copy of the press release issued by the Company on September 17, 2014 is filed as Exhibit 99.2 to this Form 6-K and incorporated by reference herein.

The information contained in this Report (included 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 and 333-185338.

Exhibits

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.

Exhibit 99.1

ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

UNAUDITED

INDEX

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CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

The accompanying notes are an integral part of the unaudited condensed interim consolidated financial statements.

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share and per share data)

The accompanying notes are an integral part of the unaudited condensed interim consolidated financial statements.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS

U.S. dollars in thousands (except share and per share data)

The accompanying notes are an integral part of the unaudited condensed interim consolidated financial statements.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

U.S. dollars in thousands (except share and per share data)

(*) Represents an amount lower than $1.

The accompanying notes are an integral part of the unaudited condensed interim consolidated financial statements.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

The accompanying notes are an integral part of the unaudited condensed interim consolidated financial statements.

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 1: GENERAL

Organization and Business

Rosetta Genomics Ltd. ("the Company") commenced operations on March 9, 2000.

The Company's integrative research platform combining bioinformatics and state-of-the-art laboratory processes has led to the discovery of hundreds of biologically-validated novel human microRNAs. Building on its strong patent position and proprietary platform technologies, Rosetta Genomics is working on the application of these technologies in the development of a full range of microRNA-based diagnostic tools. The Company's microRNA-based tests, Rosetta Cancer Origin Test^TM, Rosetta Lung Cancer Test^TM, Rosetta Mesothelioma Test^TM, and Rosetta Kidney Cancer Test^TM are commercially available worldwide and all samples are processed in its Philadelphia-based CAP-accredited, CLIA-certified lab.

The Company has a wholly-owned subsidiary in the U.S., Rosetta Genomics Inc. The principal business activity of the subsidiary is to commercialize the Company's products, distribute the diagnostic services of the Company's, perform and develop tests in its CLIA-approved laboratory and expand the business development of the Company in the U.S.

In the six-month period ended June 30, 2014, the Company incurred losses, after discontinued operations, of $7,184 and it had negative cash flows from operating activities in the amount of $7,561 as well as accumulated losses from previous years. In the six-month period ended June 30, 2014, the Company raised a net total of $2,956 from the issuance of its ordinary shares, net of issuance expense. As of June 30, 2014, the Company’s total shareholders’ equity amounted to $19,876 (unaudited).

Parkway Clinical Laboratories, Inc. ("Parkway")

Parkway is a national, full-service CLIA-certified clinical laboratory service that was owned by the Company. Parkway specializes in oral drug screening in the workplace environment and genetics testing services.

On May 18, 2009, the Company sold Parkway, in a management buy-out for up to a maximum amount of $2,500, to be paid as a fixed percentage of revenues (15%) over six years and minimum price of $750. According to ASC 810, "Consolidation", the Company calculated the fair value of future consideration by using discounted estimate of future cash receipt. As a result of the transaction, the controlling interests in Parkway were transferred to the buyer, as well as all the risks. Accordingly, the Company has no future liabilities or obligation related to Parkway.

The sale of Parkway met the criteria for reporting as discontinued operations and, therefore, the results of operations of the business and the gain on the sale have been classified as discontinued operations in the Consolidated Statement of Loss and prior period's results have been reclassified accordingly.

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

On April 18, 2013 the Company signed a settlement agreement with Sanra Laboratories ("Sanra") in connection with the Company's sale of Parkway to Sanra. Under the terms of the agreement, on April 20, 2013 and on May 10, 2013, Sanra and Parkway paid to the Company a total of $625.

As a result of this settlement, the Parkway asset has been removed from the Balance Sheets and the corresponding gain in the amount of $273 was recorded in the Consolidated Statements of Comprehensive Loss as income from discontinued operations.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2013, are applied consistently in these financial statements. For further information, refer to the consolidated financial statements as of December 31, 2013, set forth in the Company’s Annual Report on Form 20-F as filed with the U.S. Securities and Exchange Commission on March 31, 2014.

NOTE 3: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the six-month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014.

NOTE 4: FAIR VALUE MEASUREMENT

The Company applies ASC 820, "Fair Value Measurements and Disclosures". Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy is broken down into three levels based on the inputs as follows:

Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3.

The following methods and assumptions were used by the Company and its subsidiary in estimating their fair value disclosures for financial instruments:

The carrying amounts of cash and cash equivalents, short-term bank deposits, trade receivables, trade payables, and other accounts payable approximate their fair values due to the short-term maturities of such instruments.

The fair value of the liability for warrants related to share purchase agreement was calculated using the Black-Scholes Model and the Company classified this liability within Level 3. The fair value of the warrants at June 30, 2014 and December 31, 2013 was $59 (unaudited) and $81, respectively. Gain of $22 from the revaluation of warrants related to share purchase agreement is recorded under Financial Loss in the Condensed Interim Consolidated Statements of Loss.

The following table summarizes information about the fair value of the above warrants related to share purchase agreements:

NOTE 5: COMMITMENTS AND CONTINGENT LIABILITIES

Lease expenses for motor vehicles for the six months ended June 30, 2014 and 2013, were $27 and $41, respectively

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

In January 2011, the Company joined the Rimonim Consortium, which is supported by the Office of the Chief Scientist of Israel's Ministry of Economy, of the State of Israel (the "OCS"). The purpose of the consortium is to develop RNAi-based therapeutics. As of June 30, 2014, the Company received total grants of $55 from the OCS for its development under the consortium.

In October 2013, the Company into a sponsored research agreement with Ramot at Tel Aviv University ("Ramot"), a Company organized under the laws of Israel and a wholly-owned subsidiary of Tel Aviv University ("TAU"), for the joint development of a nano-carrier system for miR mimetic technology to treat cancer.

The Company and Ramot are to perform joint research under the Magneton Project administered by the OCS for an initial period of 12 months commencing on October 1, 2013 and an additional period of 12 months, subject to approval by the OCS.

As of June 30, 2014, the Company received an advance of $43 from the OCS for its development under the Project.

NOTE 6: SHARE CAPITAL

Ordinary shares confer upon the holders the right to receive notice to participate and vote in the general meetings of the Company, and the right to receive dividends, if declared.

On March 22, 2013, the Company entered into a Controlled Equity Offering^SM Sales Agreement (the “Cantor Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which the Company may offer and sell, from time to time through Cantor, its ordinary shares, par value NIS 0.6 per share, having an aggregate offering price of up to $5,900. Sales of the Company’s ordinary shares under the Cantor Sales Agreement are made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

On March 31, 2014, the Company filed a prospectus supplement relating to the offer and sale, from time to time on or after the date hereof, of its ordinary shares, par value NIS 0.6 per share, having an aggregate offering price of up to $10,000, pursuant to the above-mentioned Controlled Equity Offering^SM Sales Agreement dated March 22, 2013. Sales of the Company’s ordinary shares under the Cantor Sales Agreement are made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

From January 1, 2014 through June 30, 2014, the Company had sold through the Cantor Sales Agreement an aggregate of 749,249 of its ordinary shares, and received gross proceeds of $3,051 before deducting issuance expenses in an amount of $95.

During the six month period ended June 30, 2014, the Company's Board of Directors decided to grant employees options to purchase 55,000 ordinary shares of the Company. The exercise prices for such options ranges from $4.35-$5.16 per share, with vesting to occur over 4 years.

The Company estimates the fair value of stock options granted during the six-month periods ended June 30, 2014 under ASC 718 using the Black-Scholes option pricing model with the following weighted-average assumptions: expected volatility ranges from 1.13%-1.17%; risk free interest rates range between 2.13%-2.27%; dividend yield of 0%; time to maturity (in years) 6.25; and options forfeiture rate of 10%.

During the six-month periods ended June 30, 2014 and 2013, the Company recorded stock based compensation in a total amount of $471 and $467, respectively.

During the six month period ended June 30, 2014, the Company's Board of Directors approved the granting of 51,000 Restricted Share Units ("RSUs") to certain employees, the RSUs will exercise to shares one year after the date of grant.

NOTE 7: FINANCIAL INCOME, NET

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 8: SUBSEQUENT EVENTS

From July 1, 2014 through September 8, 2014, the Company had sold through the Cantor Sales Agreement an aggregate of 408,508 of its ordinary shares, and received gross proceeds of $1,807 before deducting issuance expenses in an amount of $54.

Exhibit 99.2

News Release

Rosetta Genomics Reports Financial Results for the First Half of 2014

Demand for microRNA oncology testing services continues its momentum with gross billings growing three-fold, Company executes four research collaborations and advances broad pipeline of microRNA-based assays

Business Update Conference Call to be held September 18^th at 10:00 a.m. Eastern time

PRINCETON, N.J. and REHOVOT, Israel (September 17, 2014) – Rosetta Genomics Ltd. (NASDAQ: ROSG), a leading developer and provider of microRNA-based molecular diagnostics, today reported financial results for the six months ended June 30, 2014.

Highlights for the first half of 2014 and recent weeks include:

Management Commentary

"The first half of 2014 was a particularly productive period for Rosetta Genomics as we made meaningful advances across the three key areas for growth, namely current product sales, new product development and third-party collaborations,” said Kenneth A. Berlin, President and Chief Executive Officer of Rosetta Genomics.

“We recorded significant growth in product revenues year-over-year, underscoring the momentum of our sales and marketing efforts. To fortify our commercial strategy and enhance market adoption, we strengthened our leadership team with the addition of key hires to drive demand and reimbursement.

“Our clinical development programs continued to advance and we are on track to publish proof-of-concept data for our thyroid neoplasia assay by the end of the year. These data and other information are expected to highlight the advantages of our assay compared with current alternatives. Our specimen collection process will be a competitive differentiator, as it can utilize the actual smear used by the cytologist as opposed to taking additional Fine Needle Aspirates and preserving them in specialized tubes as is now required by currently marketed thyroid tests. Importantly, we remain on track to begin final validation testing in early 2015 and to launch our microRNA-based thyroid neoplasia assay in the third quarter of 2015.

“We are also advancing our previously published discovery work in bladder cancer into the development phase to achieve a microRNA-based diagnostic for better therapeutic guidance of patients with bladder cancer. We have two published studies relating to an assay for bladder cancer risk of invasiveness, which give us the confidence to move forward with additional feasibility and validation studies, with an aim for commercial launch in 2016. In addition, we will continue to explore additional oncology indications through early proof-of-concept studies in 2015.

“We are especially pleased with our progress with third-party collaborations. These alliances allow us to leverage our leading microRNA biomarker platform into both the diagnostics and therapeutics arenas, and have the potential to be significant contributors to long-term value creation. Specifically, we have successfully completed the feasibility phase of our master service agreement with an undisclosed global biopharmaceutical company and are now advancing to the next stage of this collaboration, which is expected to generate revenues by the end of 2014. In addition, we have initiated proof-of-concept studies with our global pharmaceutical partner to advance the development of an assay for the earlier detection of Alzheimer's disease which could have applications both as a diagnostic as well as for patient selection for clinical trials.

“We further strengthened our patent portfolio with the addition of three U.S. patents in various cancer indications. In addition to protecting our products from would-be competitors, these patents support our leading patent position in microRNA technology, specifically in oncology,” concluded Mr. Berlin.

Financial results for the six months ended June 30, 2014 include:

Details reconciling non-GAAP amounts with GAAP amounts are provided below.

Balance Sheet Highlights

As of June 30, 2014, Rosetta Genomics had $19.8 million in cash and cash equivalents, restricted cash and short-term bank deposits, compared with $24.5 million as of December 31, 2013. The Company used approximately $7.5 million in cash to fund operations during the first six months of 2014. During the first half of 2014 the Company raised net proceeds of $3.0 million from the sale of approximately 750,000 ordinary shares through the previously announced Sales Agreements with Cantor Fitzgerald & Co.

Cash Guidance

Throughout the balance of 2014 Rosetta Genomics plans to continue to invest in the expansion of its U.S. commercial operations and to fund further clinical development of its microRNA technology. As a result, the Company estimates that total net cash requirements to fund operations for the 2014-year will be between $14 million and $15 million, which includes the $7.5 million in net cash used to fund operations for six months ended June 30, 2014. Rosetta Genomics believes that its cash balance as of June 30 2014, combined with projected revenue growth, will be sufficient to fund operations into 2016.

Conference Call

Rosetta Genomics management will host a conference call on September 18, 2014 at 10:00 a.m. Eastern time to discuss these financial results and recent corporate developments, and to answer questions. Individuals interested in listening to the conference call may do so by dialing (866) 239-5859 from within the U.S. or (702) 495-1913 from outside the U.S. The conference ID number is 2341327.

A telephone replay will be available through September 24, 2014 by dialing (855) 859-2056 from within the U.S. or (404) 537-3406 from outside the U.S., and entering the Conference ID number 2341327. The webcast will be available for 30 days following the completion of the call.

A live audio webcast of the call will also be available in the "Investors" section of the Company's website at www.rosettagenomics.com. An archived webcast will be available on the Company's website for 30 days beginning approximately two hours after the event.

Use of Non-GAAP Financial Measures

This press release contains certain non-GAAP financial measures. A "non-GAAP financial measure" refers to a numerical measure of historical or future financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the financial statements. In this release, Rosetta provides gross billings, non-GAAP net loss and non-GAAP net loss per share data as additional information relating to its operating results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net loss or net loss per share prepared in accordance with GAAP.

Pursuant to the requirements of Regulation G promulgated by the SEC, the Company has provided a reconciliation of each non-GAAP financial measure used in this earnings release and related conference call or webcast to the most directly comparable financial measure prepared in accordance with GAAP. This reconciliation is presented in the tables below under the heading "Reconciliation of GAAP to Non-GAAP Consolidated Statement of Operation." Investors are encouraged to review these reconciliations to ensure they have a thorough understanding of the reported non-GAAP financial measures and their most directly comparable GAAP financial measures.

Management uses these non-GAAP measures for internal reporting and forecasting purposes. The Company has provided these non-GAAP financial measures in addition to GAAP financial results because it believes that these non-GAAP financial measures provide useful information to certain investors and financial analysts for comparison across accounting periods not influenced by certain non-cash items that are not used by management when evaluating the Company's historical and prospective financial performance.

About Rosetta Cancer Testing Services

Rosetta Cancer Tests are a series of microRNA-based diagnostic testing services offered by Rosetta Genomics. The Rosetta Cancer Origin Test^™ can accurately identify the primary tumor type in primary and metastatic cancer including cancer of unknown or uncertain primary (CUP). The Rosetta Mesothelioma Test^™ diagnoses mesothelioma, a cancer connected to asbestos exposure. The Rosetta Lung Cancer Test^™ accurately identifies the four main subtypes of lung cancer using small amounts of tumor cells. The Rosetta Kidney Cancer Test^™ accurately classifies the four most common kidney tumors: clear cell renal cell carcinoma (RCC), papillary RCC, chromophobe RCC and oncocytoma. Rosetta’s assays are designed to provide objective diagnostic data; it is the treating physician’s responsibility to diagnose and administer the appropriate treatment. In the U.S. alone, Rosetta Genomics estimates that 200,000 patients a year may benefit from the Rosetta Cancer Origin Test^™, 60,000 from the Rosetta Mesothelioma Test^™, 65,000 from the Rosetta Kidney Cancer Test™ and 226,000 patients from the Rosetta Lung Cancer Test^™. The Company’s assays are offered directly by Rosetta Genomics in the U.S., and through distributors around the world. For more information, please visit www.rosettagenomics.com. Parties interested in ordering the test can contact Rosetta Genomics at (215) 382-9000.

About Rosetta Genomics

Founded in 2000, Rosetta’s integrative research platform combining bioinformatics and state-of-the-art laboratory processes has led to the discovery of hundreds of biologically validated novel human microRNAs. Building on its strong patent position and proprietary platform technologies, Rosetta is working on the application of these technologies in the development and commercialization of a full range of microRNA-based diagnostic tools and therapeutics. Rosetta currently commercializes a full range of microRNA-based molecular diagnostics.  Rosetta’s cancer testing services are commercially available through its Philadelphia-based CAP-accredited, CLIA-certified lab.  For more information, please visit www.rosettagenomics.com.

Forward-Looking Statement Disclaimer

Various statements in this release concerning Rosetta’s future expectations, plans and prospects, including without limitation, the anticipated timing of Rosetta’s clinical development programs, including its thyroid neoplasia assay and its bladder cancer diagnostic, the potential of Rosetta’s third-party collaborations to be significant contributors to long-term value creation, Rosetta’s plans to continue to invest in the expansion of its U.S. commercial operations and to fund further clinical development of its microRNA technology, that the master service agreement with an undisclosed global biopharmaceutical company is expected to generate revenues by the end of 2014, Rosetta’s estimate that total net cash requirements to fund operations for the 2014-year will be between $14 million and $15 million and that Rosetta’s cash balance of $19.8 million as of June 30, 2014, combined with projected revenue growth, will be sufficient to fund operations into 2016, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those risks more fully discussed in the "Risk Factors" section of Rosetta’s Annual Report on Form 20-F for the year ended December 31, 2013 as filed with the SEC. In addition, any forward-looking statements represent Rosetta’s views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date. Rosetta does not assume any obligation to update any forward-looking statements unless required by law.

Company Contact:     

Rosetta Genomics    

Ken Berlin, President & CEO    

(609) 419-9003   

investors@rosettagenomics.com

Investor Contacts:

LHA

Anne Marie Fields

(212) 838-3777

afields@lhai.com

or

Bruce Voss

(310) 691-7100

bvoss@lhai.com

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