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| CBMX > SEC Filings for CBMX > Form 8-K on 1-Oct-2012 | All Recent SEC Filings |
1-Oct-2012
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securiti
On September 28, 2012, CombiMatrix Corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors"), pursuant to which the Company will sell and issue 1,050.70039 shares of its newly created Series A 6% Convertible Preferred Stock (the "Series A Stock") to the Investors at a purchase price of $1,000 per share in an initial closing expected to occur within three business days (the "First Closing") and, subject to stockholder approval, will sell and issue 1,449.29961 additional shares of Series A Stock to the Investors at a purchase price of $1,000 per share within five business days after such stockholder approval is obtained (the "Second Closing"). The $1,050,700.39 aggregate purchase price for the Series A Stock to be issued and sold in the First Closing and the $1,449,299.61 aggregate purchase price for the Series A Stock to be issued and sold in the Second Closing will be paid in cash.
In addition to the issuance of the Series A Stock, at the First Closing the Company will issue to each Investor a Warrant to purchase common stock of the Company ("Common Stock"), initially exercisable for a number of shares of Common Stock equal to the number of shares of Common Stock issuable upon conversion at the initial conversion price of the Series A Stock acquired by such Investor. Pursuant to the Purchase Agreement, the Company also has agreed to issue substantially similar warrants to the Investors at the Second Closing, initially exercisable for a number of shares of Common Stock equal to the number of shares of Common Stock issuable upon conversation at the initial conversion price of the Series A Stock acquired by such Investor at the Second Closing (together with the Warrants to be issued at the First Closing, the "Warrants").
Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series A 6% Convertible Preferred Stock filed by the Company with the Delaware Secretary of State on September 28, 2012 (the "Certificate of Designation"), each share of Series A Stock is convertible at any time at the holder's option into shares of Common Stock at an initial conversion price of $0.49112 per share of Common Stock, which is 77.5% of the three day volume weighted average price ("VWAP") of one share of Common Stock immediately prior to the execution of the Purchase Agreement. The conversion price of the Series A Stock is subject to full-ratchet anti-dilution adjustment in the event the Company issues securities, other than certain excepted issuances, at a price below the then current conversion price.
The conversion price of the Series A Stock will be reduced to the lesser of the then-applicable conversion price or 77.5% of the three day VWAP of one share of Common Stock immediately prior to each of the following dates: (i) each Effective Date, (ii) the date of the Second Closing and (iii) the 180th calendar day following each Effective Date. "Effective Date" means each date that a registration statement filed by the Company pursuant to the Registration Rights Agreement (described below) is declared effective by the Securities and Exchange Commission (the "SEC"). In the event that a registration statement is not declared effective prior to the date that the shares being registered on such registration statement become eligible for resale pursuant to Rule 144 (without volume or manner restrictions), the date such shares may be sold pursuant to Rule 144 (without volume or manner restrictions) shall be deemed the "Effective Date." Investors may not short sell Common Stock during the three trading day measurement period prior to a conversion price reset. The conversion price of the Series A Stock also is subject to proportional adjustment for stock splits, stock dividends, recapitalizations and the like.
. . .
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The sale and issuance of the Series A Stock to the Investors at the First Closing and the Second Closing, the issuance of the Warrants at the First Closing and the Second Closing, and the issuance of shares of Common Stock upon exercise and conversion thereof, or as dividend, "make-whole" or redemption payments on the Series A Stock, have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Sections 3(a)(9) and 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The Investors have represented that they are accredited investors, as that term is defined in Regulation D, and that they are acquiring the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. The Company will pay C. K. Cooper & Company a fee of $78,803 at the First Closing and a fee of $108,697 at the Second Closing for services rendered in connection with the respective closings of the Series A Stock financing.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. On September 28, 2012, the Company filed with the Delaware Secretary of State a Certificate of Designation of Preferences, Rights and Limitations of Series A 6% Convertible Preferred Stock, that created the new Series A Stock, authorized 4,000 shares of Series A Stock and designated the preferences, rights and limitations of the Series A Stock, as described in Item 1.01 of this Current Report on Form 8-K.
On October 1, 2012, the Company issued a press release announcing the Series A Stock financing. A copy of the press release is furnished herewith as Exhibit 99.1.
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.
In connection with, and in order to facilitate, the Series A Stock financing, the Company's Board of Directors approved a reduction in the number of shares of Common Stock reserved for issuance under the Company's 2006 Stock Incentive Plan, as amended, by 3,000,000 shares from 9,103,878 shares to 6,103,878 shares, subject to, conditioned upon and effective immediately prior to the First Closing of the Series A Stock financing.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
3.1 Certificate of Designation of Preferences, Rights and Limitations of Series A 6% Convertible Preferred Stock
10.1 Form of Securities Purchase Agreement dated as of September 28, 2012
10.2 Form of Warrant to Purchase Common Stock
10.3 Form of Registration Rights Agreement dated as of September 28, 2012
10.4 Form of Lock-Up Agreement dated as of September 28, 2012
10.5 Form of Voting Agreement dated as of September 28, 2012
99.1 Press Release of CombiMatrix Corporation dated October 1, 2012 (furnished herewith pursuant to Item 7.01).
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