CBMX Combimatrix Corp. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

CombiMatrix Corporation

(Name of Subject Company (Issuer))

Invitae Corporation

(Name of Filing Person (Offeror))

Series F Warrants to Purchase Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

20009T147

(CUSIP Number of Class of Securities)

Sean E. George, Ph.D.

President and Chief Executive Officer

Invitae Corporation

1400 16th Street

San Francisco, CA 94103

(415) 374-7782

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the following box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) originally filed by Invitae Corporation, a Delaware corporation (“Invitae”), on September 13, 2017, as subsequently amended by Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2017 and Amendment No. 2 to the Schedule TO filed with the SEC on October 23, 2017. This Schedule TO relates to the offer by Invitae to exchange (the “Exchange Offer”) each outstanding Series F warrant (the “CombiMatrix Series F Warrants”) to acquire shares of common stock of CombiMatrix Corporation (“CombiMatrix”) for shares of common stock, par value $0.0001 per share, of Invitae (the “Invitae Common Stock”). The terms and conditions of the Exchange Offer and procedures for tendering the CombiMatrix Series F Warrants are set forth in the prospectus/offer to exchange, dated October 6, 2017 (the “Prospectus/Offer to Exchange”), as supplemented by Prospectus Supplement No. 1, dated October 23, 2017, filed as Exhibit (a)(4)(B) hereto (the “Prospectus Supplement”), and in the related letter of transmittal (the “Letter of Transmittal”).

On October 5, 2017, the SEC declared effective Invitae’s registration statement on Form S-4 (No. 333-220448) (as amended, the “Registration Statement”), relating to the Exchange Offer. The terms and conditions of the Exchange Offer, as well as a description of Invitae and other information required by Schedule TO, are set forth in the Prospectus/Offer to Exchange and the Letter of Transmittal, which is filed as Exhibit 99.1 to the Registration Statement, as supplemented by the Prospectus Supplement.

Pursuant to the Exchange Offer, each CombiMatrix Series F Warrant validly tendered and not withdrawn in the Exchange Offer will be exchanged for a number of shares of Invitae Common Stock (the “Warrant Exchange Ratio”) equal to 0.3056, which was calculated as the quotient (rounded to the nearest ten-thousandth) obtained by dividing $2.90 by the average closing price of $9.491 for shares of Invitae common stock on the NYSE for the immediately preceding period of 30 trading days prior to July 31, 2017, the date of the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Invitae, Coronado Merger Sub, Inc., a wholly owned subsidiary of Invitae (“Merger Sub”), and CombiMatrix, pursuant to which Merger Sub will merge with and into CombiMatrix, with CombiMatrix surviving as a wholly owned subsidiary of Invitae (the “Merger”).

On November 8, 2017, Invitae issued a press release, filed as Exhibit (a)(1)(F) hereto, reminding CombiMatrix Series F Warrant holders about the Exchange Offer expiration, its terms, conditions, the intended delisting of any unexchanged and unexercised CombiMatrix Series F Warrants, and procedures for tendering or exercising their CombiMatrix Series F Warrants.

Items 1 through 9, and Item 11.

All of the information in the Prospectus/Offer to Exchange, the Prospectus Supplement, and any additional prospectus supplement or other amendment or supplement thereto related to the Exchange Offer hereafter filed with the SEC by Invitae, is hereby incorporated by reference into Items 1 through 9 and 11 of this Schedule TO. This Amendment should be read together with the Schedule TO.

Item 10. Financial Statements.

The information set forth in the Prospectus/Offer to Exchange under the sections entitled “ Selected Historical Financial Data of Invitae ,” “ Selected Historical Financial Data of CombiMatrix ,” “ Unaudited Pro Forma Condensed Combined Financial Information ” and “ Where You Can Find More Information ” is incorporated herein by reference.

Item 13. Information Required By Schedule 13E-3.

Not applicable.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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