CombiMatrix Announces $2 Million Registered Direct Offering
20 Marzo 2013 - 7:00AM
CombiMatrix Corporation (Nasdaq:CBMX), a molecular diagnostics
company performing DNA-based testing services for developmental
disorders and cancer, announced today that it has entered into an
agreement to issue securities in a registered direct offering to an
existing institutional investor that will result in gross proceeds
to the Company totaling $2.0 million.
The Company entered into a definitive purchase agreement with
the investor pursuant to which the Company has agreed to sell
130,000 shares of common stock at a negotiated price of $3.05 per
share and approximately 1,610 units consisting of Series B
convertible preferred stock and warrants. Each unit consists
of one share of Series B convertible preferred stock and a warrant
to purchase approximately 171 shares of common stock, at an
exercise price of $3.49 per share. Each unit will be sold at a
negotiated price of $1,000. In total, the Series B preferred is
convertible into 528,000 shares of common stock and the warrants
are exercisable for 275,000 shares of common stock.
The warrants are not exercisable for six months following their
issue date and will expire on the fifth anniversary of the date the
warrants become exercisable. The Series B preferred stock is
convertible at $3.05 per share and accrues an annual dividend of 6
percent beginning six months after closing. The closing of the
offering is expected to take place on or prior to March 22, 2013,
subject to the satisfaction of customary closing
conditions. The estimated net proceeds to the Company from the
offering, after deducting placement agent fees and other estimated
offering expenses payable by us, are expected to be approximately
$1.76 million, to be used for general corporate purposes. With
the net proceeds from this offering, the Company projects to have
an unaudited cash and equivalents balance of approximately $3.3
million.
A shelf registration statement (File No. 333-176372) relating to
the shares of common stock, preferred stock and warrants issued in
the offering (and the shares of common stock issuable upon
conversion of the preferred stock and exercise of the warrants) has
been filed with and declared effective by the Securities and
Exchange Commission (the "SEC"). A prospectus supplement
relating to the offering will be filed by the Company with the
SEC. Copies of the prospectus supplement, together with the
accompanying prospectus, can be obtained at the SEC's website at
http://www.sec.gov or from CombiMatrix Corporation, 300 Goddard,
Suite 100, Irvine California 92618, Attention: Investor
Relations.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company in
this offering. There shall not be any offer, solicitation of an
offer to buy, or sale of securities in any state or jurisdiction in
which such an offering, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction. Any offering will be made only
by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement.
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," similar expressions, and
variations or negatives of these words and include, but are not
limited to, the amount and use of proceeds we expect to receive
from the offering, the closing of the offering, the conversion of
the preferred stock and the exercise of the warrants, and the
amount of the cash and equivalents balance expected after the
offering. Such forward-looking statements are inherently subject to
certain risks, trends and uncertainties, many of which we cannot
predict with accuracy and some of which we might not even
anticipate, and involve factors that may cause actual results to
differ materially and adversely from those projected or suggested.
Readers are cautioned not to place undue reliance on these
forward-looking statements and are advised to consider the factors
listed above together with the additional factors under the heading
"Forward-Looking Statements" and "Risk Factors" 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.
CONTACT: Company Contact:
Mark McDonough
President & CEO, CombiMatrix Corporation
Tel (949) 753-0624
Investor Relations Contact:
Matthew H. Clawson
Partner, Allen & Caron, Inc.
Tel (949) 474-4300
matt@allencaron.com
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