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EX-3.1 - EX-3.1 - CombiMatrix Corpa13-26965_1ex3d1.htm

 

 

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):  December 17, 2013

 


 

CombiMatrix Corporation

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-33523

 

47-0899439

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification Number)

 

310 Goddard, Suite 150
Irvine, CA  92618

(Address of principal executive offices, including zip code)

 

(949) 753-0624

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2 below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))

 

 

 



 

Item 3.03.             Material Modification to Rights of Security Holders.

 

The information disclosed in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.03.             Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 17, 2013, CombiMatrix Corporation (the “Company”) filed with the Delaware Secretary of State a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, that created its new Series D Preferred Stock, authorized 12,000 shares of Series D Preferred Stock and designated the preferences, rights and limitations of the Series D Preferred Stock. The Series D Preferred Stock is non-voting (except to the extent required by law and except for certain consent rights relating to amending the certificate of designation), but ranks senior to the Common Stock with respect to distributions upon a deemed dissolution, liquidation or winding-up of the Company.

 

Item 8.01.                                        Other Events.

 

On December 19, 2013, the Company completed a registered underwritten public offering (the “Offering”) of an aggregate of 12,000 units, with each unit consisting of one share of Series D Preferred Stock and one Warrant to purchase 485.4369 shares of Common Stock.  After completion of the Offering, the Company issued an aggregate of 3,740,994 shares of Common Stock upon conversions of Series D Preferred Stock by holders thereof.  As a result of these issuances, the Company has 8,854,886 shares of Common Stock issued and outstanding.

 

Item 9.01.             Financial Statements and Exhibits.

 

(a) Not Applicable.

 

(b) Not Applicable.

 

(c) Not Applicable.

 

(d) Exhibits.

 

3.1          Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock

 

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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.

 

 

 

COMBIMATRIX CORPORATION

 

 

Dated: December 23, 2013

By:

/s/ SCOTT R. BURELL

 

 

Scott R. Burell, Chief Financial Officer

 

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