Item 3.02. Unregistered Sales of Equity Securities.

On various dates between December 12, 2012 and December 18, 2012, CombiMatrix Corporation (the "Company") issued an aggregate of 427,878 shares of common stock to accredited investors upon such investors' successive conversions of an aggregate of $855,548.14 of the stated value of the Company's Series A 6% Convertible Preferred Stock (the "Series A Stock"), and issued an aggregate of 12,871 shares of common stock to such investors as make-whole dividend payments thereon in satisfaction of the aggregate amount of $100,954.68 in make-whole dividend payments under the Certificate of Designation of Preferences, Rights and Limitations of Series A 6% Convertible Preferred Stock of the Company (the "Certifcate of Designation"). In connection with the above-described conversions, the investors waived the conditions set forth in the Certificate of Designation relating to the make-whole dividend payments on the shares of Series A Stock being converted such that the make-whole dividend payments could be made by the Company in shares of common stock in accordance with the terms of the Certificate of Designation. As a result of the issuances on December 13, 2012, the Company has issued more than 5% of its outstanding shares of common stock in unregistered transactions in the aggregate since the last report that it filed under Item 3.02 with the Securities and Exchange Commission.

The above-described sales and issuances 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 and Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering, in which the investors are accredited and have acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

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