Current Report Filing (8-k)
13 Noviembre 2017 - 5:15AM
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 10, 2017
CombiMatrix
Corporation
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-33523
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47-0899439
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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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
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. [ ]
Item
5.07.
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Submission
of Matters to a Vote of Security Holders.
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CombiMatrix
Corporation (the “Company”) held a special meeting of its stockholders on November 10, 2017 (the “Special Meeting”).
At the Special Meeting, 1,844,851 shares of the Company’s common stock, or approximately 62.8% of the outstanding
common stock entitled to vote, were represented by proxy or in person.
At
the Special Meeting, the following proposals, each of which is described in detail in the Company’s proxy statement/prospectus
included in the Registration Statement on Form S-4 (Reg. No. 333-220447), declared effective by the U.S. Securities and Exchange
Commission (the “SEC”) on October 5, 2017, were voted upon and approved according to the following final voting results:
To
approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of July 31, 2017 (the “Merger Agreement”),
by and among Invitae Corporation (“Invitae”), Coronado Merger Sub, Inc. (“Merger Sub”) and the Company,
as such agreement may be amended from time to time, and the transactions contemplated thereby, including the merger of Merger
Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Invitae (the “Merger”):
For
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1,786,526
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Against
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58,305
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Abstain
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20
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Broker Non-Votes
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-
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To
approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to the Company’s named
executive officers in connection with the Merger, as described in the proxy statement:
For
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1,520,898
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Against
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311,614
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Abstain
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12,339
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Broker Non-Votes
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-
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The
proposal to approve the possible adjournment of the special meeting, including, if necessary or appropriate, to solicit additional
proxies in the event that there are not sufficient votes at the time of the special meeting to approve the foregoing proposals,
was not tabulated because there were sufficient votes to approve the other two proposals.
Completion
of the proposed Merger remains subject to the satisfaction or waiver of the other closing conditions specified in the Merger Agreement.
On
November 10, 2017, the Company issued a press release announcing that it received stockholder approval for the previously announced
Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Safe
Harbor for Forward Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties
that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not
limited to, the ability of the parties to consummate the proposed Merger; satisfaction of closing conditions; the impact of the
announcement or the closing of the Merger on the Company’s relationships with its employees, existing customers or potential
future customers; the ability of Invitae to successfully integrate the Company’s operations and employees; the ability to
realize anticipated synergies and costs savings of the proposed Merger; and such other risks detailed in the Company’s Quarterly
Report on Form 10-Q filed with the SEC on November 6, 2017, which contains and identifies important factors that could cause actual
results to differ materially from those contained in the forward-looking statements. Forward-looking statements contained in this
Current Report on Form 8-K speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statement
contained in this Current Report on Form 8-K.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
Exhibit
Number
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Description
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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 hereunto duly authorized.
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COMBIMATRIX CORPORATION
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(Registrant)
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Dated: November 13, 2017
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/s/ SCOTT R. BURELL
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Scott R. Burell, Chief Financial Officer
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Combimatrix Corp. (MM) (NASDAQ:CBMX)
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