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CBMX > SEC Filings for CBMX > Form 8-K on 13-Aug-2013All Recent SEC Filings

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Form 8-K for COMBIMATRIX CORP


13-Aug-2013

Unregistered Sale of Equity Securities


Item 3.02. Unregistered Sales of Equity Securities.

On August 1, 2013, August 6, 2013 and August 7, 2013, CombiMatrix Corporation (the "Company") issued (i) an aggregate of 341,193 shares of common stock to accredited investors upon such investors' successive conversions of an aggregate of $975,000 of the stated value of the Company's Series C 6% Convertible Preferred Stock (the "Series C Stock"), and (ii) an aggregate of 2,015 shares of common stock to such investors as dividends accrued from July 1, 2013 through the date of conversion on such converted Series C Stock due under the Certificate of Designation of Preferences, Rights and Limitations of Series C 6% Convertible Preferred Stock of the Company (the "Certificate of Designation"). In connection with the above-described conversions, the investors waived the conditions set forth in the Certificate of Designation relating to the dividend payments on the shares of Series C Stock being converted such that the dividend payments could be made by the Company in shares of common stock in accordance with the terms of the Certificate of Designation. The maximum number of shares of common stock for which the Series C Stock is convertible was previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on July 1, 2013. As a result of the issuance on August 7, 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, the Company has 4,737,807 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.


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