Current Report Filing (8-k)
November 01 2017 - 4:12PM
Edgar (US Regulatory)
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): November 1, 2017
CombiMatrix
Corporation
(Exact
name of registrant as specified in its charter)
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:
(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:
[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. [ ]
As
previously announced, on July 31, 2017, CombiMatrix Corporation (the “Company”) entered into an Agreement and
Plan of Merger and Reorganization (the “Merger Agreement”), by and among the Company, Invitae Corporation,
a Delaware corporation (“Invitae”), and Coronado Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Invitae (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as
a wholly owned subsidiary of Invitae (the “Merger”).
Also
as previously announced, on November 10, 2017 at 1:00 p.m. Pacific Time, the Company will hold a special meeting of its stockholders
to vote upon the Merger and related proposals as set forth in the Company’s proxy statement for the special meeting,
dated October 6, 2017, a copy of which has been provided to the Company’s stockholders of record as of September
26, 2017.
On
November 1, 2017, the Company issued a press release announcing that Institutional Shareholder Services Inc. (ISS) and Glass,
Lewis & Co., LLC (Glass Lewis) have both recommended that the Company’s stockholders vote “FOR” the
Merger proposal in the Company’s proxy statement referred to above. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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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, thereunto duly authorized.
Dated:
November 1, 2017
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COMBIMATRIX
CORPORATION
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By:
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/s/
SCOTT R. BURELL
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Scott
R. Burell
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Chief
Financial Officer
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Combimatrix Corp. (MM) (NASDAQ:CBMX)
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