UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
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September
25, 2017
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CombiMatrix
Corporation
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-33523
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47-0899439
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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300
Goddard, Suite 100, Irvine, CA
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92618
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(949)
753-0624
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N/A
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[X]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
8.01 Other Events
On
September 25, 2017, CombiMatrix Corporation (“CombiMatrix” or the “Company”) issued a press release announcing
that it has set a date for a special meeting of its stockholders to vote on matters related to the previously announced proposed
merger with Invitae Corporation (“Invitae”). The special meeting of stockholders will be held at 1:00 pm, local time,
on November 10, 2017, at the offices of Stradling Yocca Carlson & Rauth, P.C., 660 Newport Center Drive, Suite 1600, Newport
Beach, California. CombiMatrix’s stockholders of record as of the close of business on September 26, 2017 are entitled to
receive notice of, and to vote at, the special meeting.
A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
IMPORTANT
INFORMATION
In
connection with the proposed merger, Invitae has filed a registration statement on Form S-4 with the Securities and Exchange Commission
(the “SEC”), that includes a proxy statement of the Company that also constitutes a prospectus of Invitae, but the
registration statement has not yet become effective. The Company and Invitae also plan to file other documents with the SEC regarding
the proposed merger. This communication is not a substitute for the registration statement, proxy statement/prospectus or any
other document the Company or Invitae have filed or may file with the SEC in connection with the proposed merger. Investors and
securityholders of Invitae and CombiMatrix are urged to read the proxy statement/prospectus and other relevant documents when
filed with the SEC because they contain important information about Invitae, CombiMatrix and the proposed merger. The definitive
proxy statement/prospectus will be mailed to stockholders of the Company. The proxy statement/prospectus and other relevant materials,
and any other documents filed by CombiMatrix and Invitae with the SEC, also may be obtained free of charge at the SEC web site
at www.sec.gov. Copies of the Company’s SEC filings may also be obtained from the Company without charge at the Company’s
website (www.combimatrix.com) or by directing a request to the Company at (949) 753-0624. Copies of Invitae’s SEC filings
may also be obtained from Invitae without charge at Invitae’s website (www.Invitae.com) or by directing a request to Invitae
at (347) 204-4226 or by directing an email to Invitae Investor Relations at ir@invitae.com. Investors and securityholders are
urged to read the proxy statement/prospectus and the other relevant materials before making any voting or investment decision
with respect to the proposed merger.
This
communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended
.
INVESTORS
SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE MERGER.
PARTICIPANTS
IN SOLICITATION
The
Company, Invitae and certain of their respective directors and executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in respect of the proposed
merger. Information regarding the Company’s directors and executive officers is available in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 3, 2017 and the Company’s definitive
proxy statement on Schedule 14A, filed with the SEC on May 1, 2017. Information regarding Invitae’s directors and executive
officers is available in Invitae’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on
March 16, 2017 and Invitae’s definitive proxy statement on Schedule 14A, filed with the SEC on April 6, 2017. Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC
in connection with the proposed merger and in other relevant documents filed by the Company and Invitae with the SEC. These documents
can be obtained free of charge from the sources indicated above.
FORWARD
LOOKING STATEMENTS
This
communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect the Company’s current beliefs,
expectations or intentions regarding future events. Words such as “may,” “will,” “could,”
“should,” “expect,” “plan,” “project,” “intend,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “pursue,” “target,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, the Company’s and Invitae’s expectations with respect to the synergies, costs
and other anticipated financial impacts of the proposed Merger; future financial and operating results of the combined company;
the combined company’s plans, objectives, expectations and intentions with respect to future operations and services; approval
of the proposed Merger by stockholders and by governmental regulatory authorities; the satisfaction of the closing conditions
to the proposed Merger; and the timing of the completion of the proposed Merger.
All
forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from
those in the forward-looking statements, many of which are generally outside the control of the Company and Invitae and are difficult
to predict. Examples of such risks and uncertainties include, but are not limited to, the risk that Invitae’s Common Stock
price drops below $9.49; the risk that “net cash” at closing is lower than the Company forecasts; the risk that holders
of less than 90% of the Series F Warrants tender their securities or the Company’s stockholders fail to approve the proposed
Merger and the Merger Agreement is terminated due to these reasons; the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement; the possibility that the proposed Merger is delayed; the inability
to complete the proposed Merger due to the failure to satisfy any of the conditions to completion of the proposed Merger; the
impact of the announcement or the completion of the proposed Merger on the market price of the Common Stock of the Company or
Invitae, or on the Company’s or Invitae’s relationships with their employees, existing customers and suppliers or
potential future customers and suppliers, and on their operating results and businesses generally; the ability of Invitae to successfully
integrate the Company’s operations and employees; the ability to realize anticipated synergies and costs savings of the
proposed Merger; the risk that if the Merger is terminated and the Company has to pay termination fees and transaction expenses,
the Company may not have sufficient funds to make such payments; the Company’s estimates of total market sizes for the tests
that it offers; the Company’s ability to grow revenue and improve gross margin; delays in achieving cash flow-positive operating
results; the risk that test volumes and reimbursements level off or decline; the risk that payors decide to not cover the Company’s
tests or to reduce the amounts they are willing to pay for the Company’s tests; the risk that the Company will not be able
to grow its business as quickly as it needs to; the inability to raise capital; the loss of members of the Company’s sales
force; the Company’s ability to successfully expand the base of its customers, add to the menu of its diagnostic tests,
develop and introduce new tests and related reports, expand and improve its current suite of diagnostic services, optimize the
reimbursements received for its molecular testing services, and increase operating margins by improving overall productivity and
expanding sales volumes; the Company’s ability to successfully accelerate sales, steadily increase the size of its customer
rosters in all of its genetic testing markets; the Company’s ability to attract and retain a qualified sales force in wider
geographies; the Company’s ability to ramp production from its sales; rapid technological change in the Company’s
markets; changes in demand for the Company’s future services; legislative, regulatory and competitive developments; general
economic conditions; and various other factors.
The
Company cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors
is contained in the Company’s and Invitae’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly
Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. All subsequent written and oral forward-looking
statements concerning the Company, Invitae, the proposed Merger or other matters and attributable to the Company, Invitae or any
person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
These
forward-looking statements speak only as of the date of this communication, and the Company undertakes no obligation to publicly
update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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COMBIMATRIX
CORPORATION
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(Registrant)
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Dated:
September 25, 2017
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/s/
SCOTT R. BURELL
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Scott
R. Burell, Chief Financial Officer
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Combimatrix Corp. (MM) (NASDAQ:CBMX)
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