CBMX Combimatrix Corp. (MM)

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):  October 12, 2015

CombiMatrix Corporation

(Exact name of registrant as specified in its charter)

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 1.01.                                        Entry into Material Definitive Agreement.

The information set forth in Item 3.03 of this Current Report with respect to the amendments of Warrants and the waiver of cash dividends is incorporated herein by reference.

Item 3.03.                                        Material Modification to Rights of Security Holders.

On October 12, 2015, CombiMatrix Corporation (the “Company”) entered into an Amendment No. 1 to Common Stock Purchase Warrants with each of the holders (the “Holders”) of (i) the Company’s warrants to purchase up to an aggregate of 700,000 shares of the Company’s Common Stock, $0.001 par value per share, that were originally issued on February 18, 2015 in a registered direct offering (the “RDO Warrants”) and (ii) 1,512,638 of the Company’s warrants to purchase up to an aggregate of 1,540,000 shares of the Company’s Common Stock, $0.001 par value per share, that were originally issued on April 29, 2015 in a private placement offering (the “PIPE Warrants” and together with the RDO Warrants, the “Warrants”).

The RDO Warrants as originally issued had an exercise price of $1.97 per share and the PIPE Warrants as originally issued had an exercise price of $2.167 per share. On October 9, 2015, the Company’s board of directors approved amending all of the RDO Warrants and 1,512,638 of the PIPE Warrants to reduce the exercise price to $1.10 per share. In consideration for entering into such amendments of the Warrants, each Holder of Warrants agreed to irrevocably waive ab initio and for all time its right to receive cash dividends on its shares of the Company’s Series E 6% Convertible Preferred Stock. By taking these actions, the Company accelerates the potential exercise of the amended Warrants by the Holders thereof and the receipt of proceeds from the exercise of such amended Warrants.

Item 9.01.                                        Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

10.1                                                                        Form of Amendment No. 1 to February 2015 Common Stock Purchase Warrant dated October 12, 2015

10.2                                                                        Form of Amendment No. 1 to April 2015 Common Stock Purchase Warrant dated October 12, 2015

10.3                                                                        Form of Waiver of Cash Dividends dated October 12, 2015

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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.

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EXHIBIT 10.1

COMBIMATRIX CORPORATION
AMENDMENT NO. 1 TO FEBRUARY 2015
COMMON STOCK PURCHASE WARRANTS
WARRANT NO.: «Warrant_No»

THIS AMENDMENT SHOULD BE ATTACHED TO THE ORIGINAL WARRANT CERTIFICATES

THIS AMENDMENT NO. 1 TO FEBRUARY 2015 COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is made as of October 12, 2015 by and between CombiMatrix Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of those certain Common Stock Purchase Warrants described below (the “Warrants”).  The Warrants are one of a series of warrants to purchase shares of the Company’s Common Stock that were issued February 18, 2015 pursuant to that certain Securities Purchase Agreement dated February 13, 2015 by and among the Company, the Holder and certain other investors (the “Purchase Agreement”).

WHEREAS, the Company and the Holder desire to amend the Warrants issued pursuant to the Purchase Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree that the Warrants are hereby amended as follows:

1.              Section 2(b) of the Warrants is hereby amended and restated in its entirety to read as follows:

“Exercise Price.  The exercise price per share of the Common Stock under this Warrant shall be $1.10, subject to adjustment hereunder (the “Exercise Price”).”

Except as amended herein, all other terms, conditions and provisions of the Warrants, as amended, shall remain in full force and effect without any modification whatsoever.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company and Holder have executed this Amendment No. 1 to February 2015 Common Stock Purchase Warrants as of the last date set forth below.

EXHIBIT 10.2

COMBIMATRIX CORPORATION
AMENDMENT NO. 1 TO APRIL 2015
COMMON STOCK PURCHASE WARRANTS
WARRANT NO.: «Warrant_No»

THIS AMENDMENT SHOULD BE ATTACHED TO THE ORIGINAL WARRANT CERTIFICATES

THIS AMENDMENT NO. 1 TO APRIL 2015 COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is made as of October 12, 2015 by and between CombiMatrix Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of those certain Common Stock Purchase Warrants described below (the “Warrants”).  The Warrants are one of a series of warrants to purchase shares of the Company’s Common Stock that were issued April 29, 2015 pursuant to that certain Securities Purchase Agreement dated February 13, 2015 by and among the Company, the Holder and certain other investors (the “Purchase Agreement”).

WHEREAS, the Company and the Holder desire to amend the Warrants issued pursuant to the Purchase Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree that the Warrants are hereby amended as follows:

1.              Section 2(b) of the Warrants is hereby amended and restated in its entirety to read as follows:

“Exercise Price.  The exercise price per share of        shares of the Common Stock under this Warrant shall be $1.10, subject to adjustment hereunder, and the exercise price per share of        shares of the Common Stock under this Warrant shall be $2.167, subject to adjustment hereunder (each, as applicable, the “Exercise Price”).”

Except as amended herein, all other terms, conditions and provisions of the Warrants, as amended, shall remain in full force and effect without any modification whatsoever.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company and Holder have executed this Amendment No. 1 to April 2015 Common Stock Purchase Warrants as of the last date set forth below.

EXHIBIT 10.3

October 12, 2015

CombiMatrix Corporation

Attn: Scott Burell

310 Goddard, Suite 150
Irvine, CA 92618

Gentlemen:

Reference is made to those certain Securities Purchase Agreements dated as of September 28, 2012, March 19, 2013, May 3, 2013 and February 13, 2015, respectively, by and among CombiMatrix Corporation, a Delaware corporation (the “Company”), Alpha Capital Anstalt and the other parties thereto (collectively, the “SPAs”), those certain Warrants issued by the Company on October 1, 2012, March 20, 2013, May 6, 2013 and June 28, 2013 (collectively, the “Warrants”) and that certain Certificate of Designation of Preferences, Rights and Limitations of Series E 6% Convertible Preferred Stock filed with the Delaware Secretary of State on February 13, 2015 (the “Certificate of Designation”).  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the SPAs and Warrants.

The undersigned acknowledges that, in consideration for irrevocably waiving ab initio and for all time its right to receive cash dividends pursuant to the Certificate of Designation, the Company proposes to modify approximately 2,212,638 of the 2,240,000 outstanding Common Stock Purchase Warrants that were sold by the Company on February 20, 2015 (the “2015 Warrants”), to reduce the exercise prices thereof.  The agreements and transactions contemplated by the modification of the 2015 Warrants are collectively referred to herein as the “Amendments”.  The undersigned further acknowledge that they collectively hold at least 67% of the remaining outstanding Securities that were issued under each of the SPAs.

The undersigned hereby (i) consents to and approves the Amendments; (ii) agrees that such Amendments do not constitute a breach or default under the SPAs, Warrants or Certificate of Designation; (iii) waives ab initio and for all time its right to receive cash dividends pursuant to the Certificate of Designation, including any dividends accrued as of the date hereof; (iv) as applicable, waives any antidilution rights or rights to price adjustments or share adjustments set forth in the Certificate of Designation, in connection with amending the 2015 Warrants (and the issuance of Common Stock issuable upon exercise of the 2015 Warrants as so amended); (v) waives any restrictions set forth in Section 4.13 of the SPAs with respect to the Amendments; (vi) waives any “most favored nation” rights (including any right to notice with respect to the Amendments) set forth in Section 4.18 of the SPAs with respect to the Amendments; and (vii) waives any other prohibitions in the SPAs, Warrants and Certificate of Designation against the Amendments.

Each of the undersigned’s waiver ab initio and for all time of its right to receive cash dividends pursuant to the Certificate of Designation, including any dividends accrued as of the date hereof, is coupled with an interest and is irrevocable, and shall not be terminated by any act of the undersigned or by operation of law.

[Signature Pages Follow]

[SIGNATURE PAGE TO WAIVER]