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): November 17, 2010
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 17, 2010, CombiMatrix Corporation (the “Company”) received a written notice from The Nasdaq Stock Market (the “Notice”) indicating that the Company is not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Global Market (as set forth in Nasdaq Listing Rule 5450(b)(1)(A)) because the Company’s stockholders’ equity is below The Nasdaq Global Market minimum stockholders’ equity listing requirement of $10,000,000.
The Company has until January 3, 2011 either to provide Nasdaq with a specific plan to regain compliance with the Nasdaq Global Market listing requirements, including the time frame for completion of such plan, or to apply to transfer the Company’s securities to The Nasdaq Capital Market. The Company intends to prepare its Global Market compliance plan for submittal to Nasdaq by the specified date. If the Company’s plan is accepted, the Nasdaq Staff can grant an extension of up to 180 days from the Notice date to evidence compliance. If the Nasdaq Staff does not accept the Company’s plan, the Company may appeal the decision to a Nasdaq Hearings Panel or the Company may decide at a later date to apply for listing on The Nasdaq Capital Market which has a minimum stockholders’ equity requirement of $2,500,000, among other listing requirements. There can be no assurance that the Company’s plan will be accepted or that a Nasdaq Hearings Panel will grant the Company’s appeal or, if the Company chooses to apply for listing on The Nasdaq Capital Market, that the Company will meet the listing requirements of The Nasdaq Capital Market.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
99.1 Press Release dated November 19, 2010 of the Registrant.
Forward-Looking Statements
This Current Report on Form 8-K, including its exhibits, contains forward-looking statements. These forward-looking statements are based on the Company’s current expectations, estimates and projections about the Company, management’s beliefs, and certain assumptions made by the Company, and events beyond the Company’s control, all of which are subject to change. Such forward-looking statements include, but are not limited to, statements relating to the Company’s ability to submit a plan for regaining compliance, the likelihood that the Company’s plan will be accepted or, if accepted, will result in regaining compliance, the Company’s ability to successfully appeal the Nasdaq Staff decision if the plan is not accepted, and the Company’s ability to regain compliance with Nasdaq Listing Rule 5450(b)(1)(A) or the Company’s ability to meet the listing requirements of The Nasdaq Capital Market if it chooses to apply for listing on such market. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “likely,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results or the commitments made by the Company herein, and they are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties referred to above include, but are not limited to, the Company’s ability to raise additional capital on a timely basis, or at all, or to improve its operating results in the near future; the possibility that the Company’s plan for regaining compliance will not be satisfactory to the Nasdaq Staff and/or that the Nasdaq Hearings Panel will not grant an appeal by the Company, or that the Company’s stockholders’ equity could decline further; and such other factors described in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date they are made. The Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.
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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: November 19, 2010 | 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 November 19, 2010 of the Registrant. |
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