As filed with the Securities and Exchange Commission on November 27, 2017
Registration
No. 333-152483
Registration
No. 333-184359
Registration
No. 333-185585
Registration
No. 333-187945
Registration
No. 333-188682
Registration
No. 333-189759
Registration
No. 333-193148
Registration
No. 333-207642
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM
S-3
REGISTRATION STATEMENT NO.
333-152483
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3
REGISTRATION STATEMENT NO.
333-184359
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3
REGISTRATION STATEMENT NO.
333-185585
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM
S-3
REGISTRATION STATEMENT
NO. 333-187945
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3
REGISTRATION STATEMENT
NO. 333-188682
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3
REGISTRATION STATEMENT
NO. 333-189759
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3
REGISTRATION STATEMENT
NO. 333-193148
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3
REGISTRATION STATEMENT
NO. 333-207642
UNDER
THE SECURITIES ACT OF 1933
COMBIMATRIX
CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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47-0899439
(I.R.S. Employer
Identification Number)
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310 Goddard, Suite 150
Irvine, California 92618
(415)
374-7782
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Lee Bendekgey
President, Chief Executive Officer, Chief Financial Officer and Secretary
COMBIMATRIX CORPORATION
c/o Invitae Corporation
1400 16th Street
San
Francisco, California 94103
(415)
374-7782
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
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Mike Hird, Esq.
Patty M. DeGaetano, Esq.
Pillsbury Winthrop Shaw Pittman LLP
12255 El Camino Real, Suite 300
San Diego, CA 9130
(619)
234-5000
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Approximate
date of commencement of proposed sale to the public:
Not applicable. These post-effective amendments deregister all of the securities that were unsold under the registration statements as of the date hereof.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer) ☐
DEREGISTRATION OF SHARES
These Post-Effective Amendments to the following Registration Statements on Form
S-3
(collectively, the
Registration Statements) of CombiMatrix Corporation, a Delaware corporation (the Company), are being filed to deregister all shares of common stock of the Company that had been registered and remain unsold under such
Registration Statements:
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Registration on Form
S-3
filed on July 23, 2008 (File
No. 333-152483);
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Registration on Form
S-3
filed on October 10, 2012 (File
No. 333-184359);
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Registration on Form
S-3
filed on December 20, 2012 (File
No. 333-185585);
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Registration on Form
S-3
filed on April 16, 2013 (File
No. 333-187945);
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Registration on Form
S-3
filed on May 17, 2013 (File
No. 333-188682);
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Registration on Form
S-3
filed on July 2, 2013 (File
No. 333-189759);
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Registration on Form
S-3
filed on December 31, 2013 (File
No. 333-193148);
and
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Registration on Form
S-3
filed on October 28, 2015 (File
No. 333-207642).
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On July 31, 2017, the Company entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with Invitae
Corporation, a Delaware corporation (Invitae), and Coronado Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Invitae (Merger Sub), providing for, among other things, the merger of Merger Sub with and
into the Company, with the Company surviving as a wholly owned subsidiary of Invitae (the Merger). The Merger became effective on November 14, 2017 pursuant to the Certificate of Merger filed with the Secretary of State of the State
of Delaware.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements,
including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of
the offerings, the Company hereby amends the Registration Statements by removing from registration all shares of common stock of the Company registered under the Registration Statements that remain unsold.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form
S-3
and has duly caused these Post-Effective Amendments to the Registration Statements on Form
S-3
to be signed on its behalf
by the undersigned, thereunto duly authorized in the city of San Francisco, state of California, on November 27, 2017.
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COMBIMATRIX CORPORATION
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By:
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/s/ Lee Bendekgey
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Lee Bendekgey
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President, Chief Executive Officer, Chief Financial Officer and Secretary
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