As filed with the Securities and Exchange Commission on November 27, 2017
RegistrationNo. 333-152483
RegistrationNo. 333-184359
RegistrationNo. 333-185585
RegistrationNo. 333-187945
RegistrationNo. 333-188682
RegistrationNo. 333-189759
RegistrationNo. 333-193148
RegistrationNo. 333-207642
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORMS-3 REGISTRATION STATEMENT NO.333-152483
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-3 REGISTRATION STATEMENT NO.333-184359
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-3 REGISTRATION STATEMENT NO.333-185585
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-3 REGISTRATION STATEMENTNO. 333-187945
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-3 REGISTRATION STATEMENTNO. 333-188682
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-3 REGISTRATION STATEMENTNO. 333-189759
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-3 REGISTRATION STATEMENTNO. 333-193148
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-3 REGISTRATION STATEMENTNO. 333-207642
UNDER
THE SECURITIES ACT OF 1933
COMBIMATRIX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of | 47-0899439 (I.R.S. Employer |
310 Goddard, Suite 150
Irvine, California 92618
(415)374-7782
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s 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)
| Copies to: |
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 |
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, anon-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 Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
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 Rule13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
DEREGISTRATION OF SHARES
These Post-Effective Amendments to the following Registration Statements on FormS-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:
| • | Registration on FormS-3 filed on July 23, 2008 (FileNo. 333-152483); |
| • | Registration on FormS-3 filed on October 10, 2012 (FileNo. 333-184359); |
| • | Registration on FormS-3 filed on December 20, 2012 (FileNo. 333-185585); |
| • | Registration on FormS-3 filed on April 16, 2013 (FileNo. 333-187945); |
| • | Registration on FormS-3 filed on May 17, 2013 (FileNo. 333-188682); |
| • | Registration on FormS-3 filed on July 2, 2013 (FileNo. 333-189759); |
| • | Registration on FormS-3 filed on December 31, 2013 (FileNo. 333-193148); and |
| • | Registration on FormS-3 filed on October 28, 2015 (FileNo. 333-207642). |
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 FormS-3 and has duly caused these Post-Effective Amendments to the Registration Statements on FormS-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.
| COMBIMATRIX CORPORATION | ||
| By: | /s/ Lee Bendekgey | |
| Lee Bendekgey | ||
| President, Chief Executive Officer, Chief Financial Officer and Secretary | ||
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