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EX-99.1 - EX-99.1 - CombiMatrix Corpa16-4648_1ex99d1.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): February 17, 2016

 


 

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 2.02.    Results of Operations and Financial Condition.

 

On February 17, 2016, CombiMatrix Corporation (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2015.  A copy of that release is furnished as Exhibit 99.1 to this report.

 

Item 7.01    Regulation FD Disclosure.

 

As previously disclosed, in February 2014 and January 2015, the Company’s CEO adopted Rule 10b5-1 trading plans under which a portion of his vested restricted stock unit shares are automatically sold solely to pay required applicable withholding taxes. The Company’s CEO plans to terminate these Rule 10b5-1 trading plans before the next restricted stock unit vesting event. Accordingly, after terminating these Rule 10b5-1 trading plans, beginning July 13, 2016, the Company’s CEO will no longer be prohibited by the automatic provisions of Section 16(b) of the Securities Exchange Act of 1934 from purchasing stock of CombiMatrix solely because of the Rule 10b5-1 trading plans. There can be no assurance, however, that the Company’s CEO will not engage in other sales of CombiMatrix stock in the future or enter into new Rule 10b5-1 trading plans that would result in him being prohibited again by the automatic provisions of Section 16(b) of the Securities Exchange Act of 1934 from purchasing stock of CombiMatrix, without disgorgement of profit to the Company.

 

Item 9.01.    Financial Statements and Exhibits.

 

(d)   Exhibits.

 

99.1 Press Release dated February 17, 2016 of the Registrant (furnished herewith but not filed pursuant to Item 2.02).

 

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  Such information shall not be incorporated by reference into any registration statement or other document or filing pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

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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: February 17, 2016

By:

/s/ SCOTT R. BURELL

 

 

Scott R. Burell, Chief Financial Officer

 

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Exhibit Index

 

Exhibit Number 

 

Description

 

99.1

 

Press Release dated February 17, 2016 of the Registrant (furnished herewith but not filed pursuant to Item 2.02).

 

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