CombiMatrix Corp (Form: 8-K, Received: 12/04/2012 16:01:28)

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 29, 2012

CombiMatrix Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33523	47-0899439
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

310 Goddard, Suite 150, Irvine, CA		92618
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (949) 753-0624

N/A
(Former Name or Former Address, if Changed Since Last Report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 4, 2012, CombiMatrix Corporation (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment of the Company’s Certificate of Incorporation, which was approved by the Company’s stockholders at the Company’s Special Meeting of Stockholders held on November 29, 2012 and approved by the Company’s Board of Directors. The Certificate of Amendment effects a one-for-ten reverse stock split of the outstanding shares of Common Stock of the Company in which each ten issued and outstanding shares of Common Stock, $0.001 par value, are combined and converted into one share of Common Stock, $0.001 par value. The reverse stock split becomes effective as of 5:00 p.m. Pacific time on December 4, 2012. No fractional shares of Common Stock will be issued in connection with the reverse stock split. A holder of the old Common Stock who would have otherwise been entitled to a fractional share of the new Common Stock will be entitled to receive a cash payment for the fractional share interest. This summary is qualified in its entirety by reference to the Certificate of Amendment of the Company’s Certificate of Incorporation attached hereto as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held a special meeting of stockholders on November 29, 2012. Proposals One and Three were approved and Proposal Two, which required approval of a majority of the outstanding shares, was not approved, according to the following final voting results:

1. To ratify the terms and issuance of the Company’s Series A 6% Convertible Preferred Stock (“Series A Stock”), and to approve the issuance of such number of shares of Common Stock issuable upon conversion of the Series A Stock and upon exercise of certain warrants issued to the purchasers of our Series A Stock, including shares issuable pursuant to the anti-dilution, dividend, “make-whole” and redemption provisions of such securities, exceeding 19.99% of the Company’s outstanding Common Stock:

For		5,031,387
Against		329,413
Abstain		62,143
Broker Non-Votes		0

2. To approve granting our Board of Directors the authority to exercise its discretion to amend our Certificate of Incorporation to increase the number of authorized shares of Common Stock (including a corresponding increase in our total authorized capital stock) to any of the following amounts at any time within one year after stockholder approval is obtained, and once approved by the stockholders, the timing of the amendment, if at all, and the specific increase in the authorized amount to be effected, shall be determined in the sole discretion of our Board of Directors: A. 50,000,000; B. 75,000,000; C. 100,000,000; or D. 125,000,000:

For		4,301,508
Against		1,119,214
Abstain		2,221
Broker Non-Votes		0

3. To approve granting our Board of Directors the authority to exercise its discretion to amend our Certificate of Incorporation to effect a reverse stock split of our outstanding shares of Common Stock, if necessary to regain compliance with The Nasdaq Capital Market’s minimum bid requirement, at any of the following exchange ratios at any time within one year after stockholder approval is obtained, and once approved by the stockholders, the timing of the amendment, if at all, and the specific reverse split ratio to be effected, shall be determined in the sole discretion of our Board of Directors: A. A one-for-five reverse stock split; B. A one-for-six reverse stock split; C. A one-for-seven reverse stock split; D. A one-for-eight reverse stock split; E. A one-for-nine reverse stock split; F. A one-for-ten reverse stock split; G. A one-for-fifteen reverse stock split; or H. A one-for-twenty reverse stock split:

For		7,006,916
Against		292,586
Abstain		4,237
Broker Non-Votes		0

Item 7.01. Regulation FD Disclosure.

On December 4, 2012, the Company issued a press release announcing a one-for-ten reverse split of the outstanding shares of common stock of the Company and of the outstanding Nasdaq-listed warrants of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 and in Exhibit 99.1 attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.

	Not applicable.

(b)	Pro Forma Financial Information.

	Not applicable.

(c)	Shell Company Transactions.

	Not applicable.

(d)	Exhibits.

	Exhibit No.	Description of Exhibit

	3.1	Certificate of Amendment of Certificate of Incorporation

	99.1	Press Release of CombiMatrix Corporation dated December 4, 2012 (furnished herewith pursuant to Item 7.01)

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.

	COMBIMATRIX CORPORATION
	(Registrant)

Dated: December 4, 2012	/s/ SCOTT R. BURELL
	Scott R. Burell, Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
COMBIMATRIX CORPORATION

Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware

CombiMatrix Corporation, (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify:

FIRST : That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware an amendment of the Corporation’s Certificate of Incorporation to reclassify, change, and convert each ten (10) outstanding shares of the Corporation’s Common Stock, par value $0.001 per share, into one (1) share of Common Stock, par value $0.001 per share; (ii) declaring such amendment to be advisable and (iii) directing that such amendment be considered at the Special Meeting of Stockholders held on November 29, 2012.

SECOND : That upon the effectiveness of this Certificate of Amendment of the Certificate of Incorporation, the Certificate of Incorporation is hereby amended by adding a new paragraph after the first paragraph of Section 1 of Article IV to read as follows:

“Each ten (10) shares of the Common Stock, par value $.001 per share, of the Corporation issued and outstanding or held in treasury as of 5:00 p.m. Pacific Time on the date this Certificate of Amendment of the Certificate of Incorporation is filed with the Secretary of State of the State of Delaware (the “Effective Time”) shall be reclassified as and changed into one (1) share of Common Stock, par value $.001 per share, of the Corporation, without any action by the holders thereof. Each stockholder who, immediately prior to the Effective Time, owns a number of shares of Common Stock which is not evenly divisible by ten (10) shall, with respect to such fractional interest, be entitled to receive from the Corporation cash in an amount equal to such fractional interest multiplied by the closing sales price of the Corporation’s Common Stock as last reported on The Nasdaq Capital Market immediately prior to the Effective Time.”

THIRD : That, in accordance with the provisions of the Delaware General Corporation Law, the holders of a majority of the outstanding Common Stock of the Corporation entitled to vote thereon affirmatively voted in favor of the amendment at the Special Meeting of Stockholders held on November 29, 2012.

FOURTH : That the amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by the Board of Directors and stockholders of the Corporation.

* * *

IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed by R. Judd Jessup, its President and Chief Executive Officer, this 4th day of December, 2012.

	COMBIMATRIX CORPORATION


	By:	R. JUDD JESSUP
		R. Judd Jessup
		President and Chief Executive Officer

Exhibit 99.1

COMBIMATRIX STOCKHOLDERS APPROVE SECOND TRANCHE OF SERIES A PREFERRED STOCK FINANCING; ANNOUNCES 1-FOR-10 REVERSE SPLIT OF COMMON STOCK AND NASDAQ-LISTED WARRANTS

IRVINE, California, December 4, 2012 (GLOBE NEWSWIRE) — CombiMatrix Corporation (NASDAQ: CBMX), a molecular diagnostics company performing DNA-based testing services for developmental disorders and cancer diagnostics, today announced that its stockholders approved the sale of shares of the Company’s Series A Preferred Stock associated with a second tranche of the equity financing that was originally announced on October 1, 2012. Upon closing the first tranche, the Company received gross proceeds of $1.05 million from the investors. The Company filed a proxy statement to seek stockholder approval to raise the remaining $1.45 million, which approval was obtained at a special meeting of stockholders held on November 29, 2012.

The Company also announced that its Board of Directors and stockholders have approved a 1-for-10 reverse split of its common stock, to become effective as of the close of business on December 4, 2012. As a result of the reverse stock split, a 1-for-10 reverse split of the Company’s Nasdaq-listed warrants also will occur at the same time.

The CombiMatrix Board of Directors implemented the reverse split with the objective of regaining compliance with the minimum bid price listing maintenance requirements of The Nasdaq Capital Market. The reverse split also will have the effect of increasing the number of shares of common stock available for issuance by the Company. The Company’s stockholders approved the reverse split at the same special meeting of stockholders.

CombiMatrix Chief Executive Officer Judd Jessup said, “In recent months, we have achieved a number of goals that we expect will strengthen stockholder value, including refocusing the Company’s commercial efforts towards the fast growing prenatal genetic testing market, achieving annualized organic sales growth of greater than 50 percent in that category for the 2012 third quarter, and reducing expenses to a level that significantly lowers our breakeven point. By going ahead with this reverse split, we expect to regain compliance with the minimum bid price listing maintenance requirements of The Nasdaq Capital Market.”

Computershare Shareowner Services LLC, CombiMatrix’s transfer agent, is acting as the exchange agent for the reverse split. Stockholders and warrantholders of record as of close of business on December 4, 2012 will receive the forms and notices to exchange their existing shares and/or warrants for the new shares and/or warrants from the exchange agent, or from their bank, broker or other nominee holder. Stockholders will not receive fractional shares in connection with the reverse stock split. Instead, stockholders who would otherwise be entitled to receive fractional shares of common stock are entitled to receive cash (without interest or deduction) from the exchange agent in lieu of such fractional shares upon the submission of a letter of transmittal by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s underlying stock certificates. The cash payment to be received by any such stockholder will be determined by multiplying (x) the closing price per share of the CombiMatrix common stock as reported on The Nasdaq Capital Market on December 4, 2012, by (y) the fraction of one share owned by such stockholder. Stockholders who hold stock certificates evidencing their shares of CombiMatrix common stock and warrantholders who hold warrant certificates evidencing their Nasdaq-listed warrants of

CombiMatrix are advised that they should not send in their stock certificates or warrant certificates until they receive a letter of transmittal, which will contain detailed instructions for exchanging their existing stock certificates and/or warrant certificates.

The Company expects that the split-adjusted shares of its common stock and its split-adjusted Nasdaq-listed warrants will begin trading on The Nasdaq Capital Market at the open of the market on December 5, 2012. The Company also expects that its shares will continue to trade under the symbol “CBMX” and its Nasdaq-listed warrants will continue to trade under the symbol “CBMXW,” each with a “D” included as a suffix to the symbol for 20 trading days to signify that the reverse split has occurred.

About CombiMatrix Corporation

CombiMatrix Corporation, through its wholly owned subsidiary, CombiMatrix Molecular Diagnostics, Inc. (CMDX), is a molecular diagnostics laboratory which offers DNA-based testing services to the prenatal, pediatric and oncology markets. The Company performs genetic testing utilizing Microarray, FISH, PCR and G-Band Chromosome Analysis. CMDX offers prenatal and pediatric testing services for the detection of abnormalities of genes at the DNA level beyond what can be identified through traditional technologies. CMDX was also the first commercial clinical laboratory in the United States to make comprehensive DNA-based genomic analysis of solid tumors, including breast, colon, lung, prostate and brain tumors, available to oncology patients and medical professionals. Additional information about CMDX is available at www.cmdiagnostics.com or by calling 1-800-710-0624.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations, speak only as of the date hereof and are subject to change. All statements, other than statements of historical fact included in this press release, are forward-looking statements. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “goal,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” “objective,” similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding a second tranche of the Company’s Series A Preferred Stock financing, the timing of the effectiveness of the reverse split on The Nasdaq Capital Market and the ability to regain compliance with the minimum bid price listing maintenance requirements of The Nasdaq Capital Market. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties referred to above include, but are not limited to: our ability to consummate the second tranche of the Series A Preferred Stock financing and the timing of such second tranche; the risks associated with the timing of the effectiveness of the reverse split on The Nasdaq Capital Market and our ability to regain compliance with the minimum bid price listing maintenance requirements of The Nasdaq Capital Market; our ability to successfully expand the base of our customers and strategic partners, add to the menu of our diagnostic tests in both of our primary markets, develop and introduce new tests and related reports, optimize the reimbursements received for our testing services, and increase operating margins by improving overall productivity and expanding sales volumes; our ability to successfully accelerate sales, allow access to samples earlier in the testing continuum, steadily increase the size of our customer rosters in both developmental medicine and oncology; our ability to attract and retain a qualified sales force; rapid technological change in our markets; changes in demand for our future products; legislative, regulatory and competitive developments; general economic conditions; and various other factors. Further information on potential factors that could affect our financial results is included in our Annual Report on Form 10-K, Quarterly Reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law.

Company Contact:		Investor Relations Contact:
R. Judd Jessup		John Baldissera
President & CEO, CombiMatrix Corporation		BPC Financial Marketing
Tel (949) 753-0624		Tel (800) 368-1217

Media Contact:
Len Hall
VP, Media Relations
Allen & Caron
Tel (949) 474-4300
len@allencaron.com