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CBMX > SEC Filings for CBMX > Form 8-K on 8-Apr-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securiti

Item 1.01. Entry into a Material Definitive Agreement.

On April 5, 2013, HLM Venture Partners III, L.P. ("HLM") waived the requirement that CombiMatrix Corporation (the "Company") maintain vacancies on its Board of Directors for HLM to designate an independent director and a non-independent director under that certain HLM Rights Agreement dated as of April 1, 2011 by and between the Company and HLM. The waiver is revocable by HLM upon 45 days' prior written notice to the Company.

Item 3.02. Unregistered Sales of Equity Securities.

On March 19, 2013 and April 4, 2013, the Company issued an aggregate of 175,000 shares of common stock to an accredited investor for an aggregate purchase price of $413,700 upon such investor's successive exercise of warrants to purchase shares of the Company's common stock at an exercise price of $2.364 per share. As a result of the issuance on April 4, 2013, 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. After the above-described issuances (and taking into account registered stock issuances), the Company has 3,506,193 shares of common stock issued and outstanding.

The above-described 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.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

10.1 Waiver Regarding HLM Rights Agreement dated April 5, 2013

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