CombiMatrix Executes Equity Financing
06 Mayo 2013 - 5:00AM
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 private placement transaction to
certain accredited investors that will result in proceeds to the
Company totaling $2.4 million, to be received in two tranches, with
the first tranche expected to close within two days and the second
tranche to close following stockholder approval, subject to
customary closing conditions.
The financing is through the sale of Series C convertible
preferred stock with the first tranche having an initial conversion
price of $3.05 per common share, subject to adjustment therein, and
warrants to purchase 125% of the number of shares underlying the
Series C convertible preferred stock at an initial exercise price
of $3.77 per share. The Series C convertible preferred stock
accrues an annual dividend of 6%, which rate shall increase by 1%
per year, not to exceed 10%. The warrants are not exercisable
for six months and are exercisable for five years
thereafter. The preferred stock is not convertible until
stockholder approval has been obtained. Upon closing of the first
tranche, the Company will receive gross proceeds of $1.2 million
from the investors. The Company intends to file a proxy
statement within the next few days to seek stockholder approval to
close the second tranche for proceeds of $1.2 million from the
investors. Pursuant to a registration rights agreement, the Company
will file a resale registration statement to register the shares
underlying the preferred stock and warrants issued in the first
tranche within 15 days following the closing.
CombiMatrix President and CEO Mark McDonough said, "The two
recent financings we have secured in the past two months enable us
to substantially improve our balance sheet and concurrently invest
in the prenatal market where we are finding commercial success. We
have shown triple digit volume growth in the past two quarters in
our core prenatal testing market and the addition of this capital
will help us continue to ramp the business on our path to
profitability."
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of such securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction.
The securities described herein have not been registered under
the Securities Act of 1933, as amended, or any state securities
laws, and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission or an
applicable exemption from such registration
requirements. CombiMatrix has agreed to file one or more
registration statements with the Securities and Exchange Commission
covering the resale of the shares of common stock issuable upon
conversion of or in connection with the preferred stock and upon
exercise of the warrants.
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 in
the areas of POC (products of conception), prenatal, pediatric and
oncology. 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. 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," similar expressions, and
variations or negatives of these words and include, but are not
limited to, statements regarding projected results of operations
and management's future business, operational and strategic plans,
test menu expansion, services and reports development and
attracting greater prenatal genetic screening business. 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 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, steadily increase the size of our
customer rosters in both prenatal and developmental genetic testing
markets; 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.
CONTACT: Company Contact:
Mark McDonough
President & CEO, CombiMatrix Corporation
Tel (949) 753-0624
Media Contact:
Len Hall
VP, Media Relations
Allen & Caron
Tel (949) 474-4300
len@allencaron.com
Investor Relations Contact:
John Baldissera
BPC Financial Marketing
Tel (800) 368-1217
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