Irvine, CA, United States
Irvine, CA, United States

CombiMatrix Corp. CombiMatrix is a clinical diagnostic laboratory specializing in cytogenomic testing for prenatal diagnosis, miscarriage analysis, and pediatric developmental disorders. As a full-scale cytogenetic and cytogenomic laboratory, CombiMatrix offers chromosomal microarray analysis, standard and customized FISH, and high resolution karyotyping to help clinicians better care for their patients.In 2012 CombiMatrix shifted its focus from providing oncology genetic testing to developmental testing. Their focus is cytogenomic miscarriage analysis, prenatal analysis and postnatal/pediatric analysis. Wikipedia.

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Achieves record reproductive health revenues on higher test volumes and average revenue per test, expands gross margin, significantly narrows operating loss and reports record cash collections Affirms outlook to reach positive cash flow from operations by the fourth quarter of 2017 IRVINE, Calif., May 04, 2017 (GLOBE NEWSWIRE) -- CombiMatrix Corporation (NASDAQ:CBMX), a family health molecular diagnostics company specializing in DNA-based reproductive health and pediatric testing services, announces financial results for the three months ended March 31, 2017 and provides a business update. “We are delighted to be reporting another quarter of exceptional financial and operational performance,” said Mark McDonough, CombiMatrix President and CEO.  “Revenues increased 27% year-over-year to $3.8 million, driven by a 32% increase in our reproductive health segment.  Gross margin on diagnostic services improved to 59.9% from 51.6% a year ago, cash collections reached a record $3.4 million, and net loss decreased to $518,000, a nearly $1 million improvement from the prior year.  We believe that we are tracking very well toward reaching our goal of positive cash flows from operations by the fourth quarter of 2017. “Since complementing our reproductive health offering with in vitro fertilization testing in early 2015, we have reported record revenues for our reproductive health segment in each consecutive quarter,” he added.  “Over the past several years we have consistently delivered on our strategic objectives.  Our many accomplishments include upgrading the talent within our sales organization, introducing new products, providing clinical validation for our testing that supports physician adoption and payor reimbursement, and increasing covered lives under payor contracts.  Our continuous improvement in billing and collections processes coupled with our focus on delivering high-reimbursed and self-paid diagnostic tests have resulted in record cash collections. This tight execution on virtually every aspect of our business plan is resulting in quarter after quarter of improvements in key metrics, putting us on what we believe is a path toward sustained profitability.” 2017 First Quarter Financial and Operating Highlights (all comparisons are with the first quarter of 2016) Total revenues for the first quarter of 2017 increased 27% to $3.8 million from $3.0 million for the first quarter of 2016.  The increase in the 2017 quarter was driven by higher test volumes across all testing segments and improved reimbursement resulting in higher average revenue per test across all segments.  Reproductive health diagnostic test revenues, which include prenatal, miscarriage analysis and PGS testing, increased 32% to $2.9 million while testing volumes increased 15% to 1,642. Total operating expenses were $4.3 million for the first quarter of 2017 compared with $4.4 million for the prior-year comparable period.  The decrease was due primarily to lower sales and marketing expenses related to optimized headcount in the field, partially offset by higher general and administrative expenses associated primarily with increased management bonus accruals.  Cost of services increased due to higher test volumes.  Gross margin improved to 59.9% for the first quarter of 2017 from 51.6% in the prior-year comparable period. The net loss attributable to common stockholders for the first quarter of 2017 was $518,000, or $0.19 per share.  This compares with a net loss attributable to common stockholders for the first quarter of 2016 of $3.1 million, or $3.63 per share, which reflected one-time, non-cash charges of $1.9 million related to deemed dividends from the issuance of Series F convertible preferred stock and warrants in the $8.0 million public offering that closed in March 2016.  This increase was partially offset by the reversal of the $890,000 Series E deemed dividend recognized in 2015 from the repurchase of those securities upon closing of a public offering, partially reduced by the $656,000 deemed dividend paid to the Series E investors in February 2016. The Company reported $3.2 million in cash, cash equivalents and short-term investments as of March 31, 2017, compared with $3.7 million as of December 31, 2016.  The Company used $495,000 in cash to fund operating activities during the first quarter of 2017, compared with $1.7 million to fund operating activities during the first quarter of 2016.  The significant decrease in cash used to fund operating activities in the first quarter of 2017 resulted primarily from improved cash reimbursement of $3.4 million for the three months ended March 31, 2017, compared with $2.5 million for the three months ended March 31, 2016. CombiMatrix will hold an investment-community conference call and audio webcast today beginning at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results and answer questions. The conference call dial-in numbers are (866) 634-2258 for domestic callers and (330) 863-3454 for international callers.  A live webcast of the call will be available at http://investor.combimatrix.com/events.cfm. A recording of the call will be available for seven days beginning approximately two hours after the completion of the call by dialing (855) 859-2056 for domestic callers or (404) 537-3406 for international callers, and entering passcode 10856966. The webcast of the call will be archived for 30 days on the Company’s website at http://investor.combimatrix.com/events.cfm. CombiMatrix Corporation provides sophisticated molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. Additional information about CombiMatrix is available at www.combimatrix.com or by calling (800) 710-0624. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations, speak only as of the date hereof and are subject to change. All statements, other than statements of historical fact included in this press release, are forward-looking statements. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "goal," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," “outlook,” “reach,” similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding projected results of operations, including projected cash flow-positive operating results, management's future business, operational and strategic plans, recruiting efforts and test menu expansion. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our 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: our ability to grow revenue and improve gross margin; delays in achieving and maintaining cash flow-positive operating results; the risk that operating expenses are not reduced or increase; the risk that test volumes and reimbursements level off or decline; the risk that payors decide to not cover our tests or to reduce the amounts they are willing to pay for our tests; the risk that we will not be able to grow our business as quickly as we need to; the inability to raise capital; the loss of members of our sales force; our ability to successfully expand the base of our customers, add to the menu of our diagnostic tests, develop and introduce new tests and related reports, expand and improve our current suite of services, optimize the reimbursements received for our microarray testing services, and increase operating margins by improving overall productivity and expanding sales volumes; our ability to successfully accelerate sales, steadily increase the size of our customer rosters in all of our genetic testing markets; our ability to attract and retain a qualified sales force in wider geographies; our ability to ramp production from our sales; rapid technological change in our markets; changes in demand for our future services; legislative, regulatory and competitive developments; general economic conditions; and various other factors. Further information on potential factors that could affect our financial results is included in our Annual Report on Form 10-K, Quarterly Reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law.


News Article | May 22, 2017
Site: globenewswire.com

IRVINE, Calif., May 22, 2017 (GLOBE NEWSWIRE) -- CombiMatrix Corporation (NASDAQ:CBMX), a family health molecular diagnostics company specializing in DNA-based reproductive health and pediatric testing services, announces that management will present at two upcoming investor conferences: CombiMatrix Corporation provides sophisticated molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. Additional information about CombiMatrix is available at www.combimatrix.com or by calling (800) 710-0624.


News Article | May 22, 2017
Site: globenewswire.com

IRVINE, Calif., May 22, 2017 (GLOBE NEWSWIRE) -- CombiMatrix Corporation (NASDAQ:CBMX), a family health molecular diagnostics company specializing in DNA-based reproductive health and pediatric testing services, announces that management will present at two upcoming investor conferences: CombiMatrix Corporation provides sophisticated molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. Additional information about CombiMatrix is available at www.combimatrix.com or by calling (800) 710-0624.


News Article | May 22, 2017
Site: globenewswire.com

IRVINE, Calif., May 22, 2017 (GLOBE NEWSWIRE) -- CombiMatrix Corporation (NASDAQ:CBMX), a family health molecular diagnostics company specializing in DNA-based reproductive health and pediatric testing services, announces that management will present at two upcoming investor conferences: CombiMatrix Corporation provides sophisticated molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. Additional information about CombiMatrix is available at www.combimatrix.com or by calling (800) 710-0624.


News Article | May 22, 2017
Site: globenewswire.com

IRVINE, Calif., May 22, 2017 (GLOBE NEWSWIRE) -- CombiMatrix Corporation (NASDAQ:CBMX), a family health molecular diagnostics company specializing in DNA-based reproductive health and pediatric testing services, announces that management will present at two upcoming investor conferences: CombiMatrix Corporation provides sophisticated molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. Additional information about CombiMatrix is available at www.combimatrix.com or by calling (800) 710-0624.


News Article | May 22, 2017
Site: globenewswire.com

IRVINE, Calif., May 22, 2017 (GLOBE NEWSWIRE) -- CombiMatrix Corporation (NASDAQ:CBMX), a family health molecular diagnostics company specializing in DNA-based reproductive health and pediatric testing services, announces that management will present at two upcoming investor conferences: CombiMatrix Corporation provides sophisticated molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. Additional information about CombiMatrix is available at www.combimatrix.com or by calling (800) 710-0624.


News Article | August 3, 2017
Site: globenewswire.com

IRVINE, Calif., Aug. 03, 2017 (GLOBE NEWSWIRE) -- CombiMatrix Corporation (NASDAQ:CBMX), a family health molecular diagnostics company specializing in DNA-based reproductive health and pediatric testing services, announces financial and operating results for the three and six months ended June 30, 2017. CombiMatrix reported total revenues for the second quarter of 2017 of $4.2 million, a 36.5% increase from $3.1 million for the second quarter of 2016.  The increase in the second quarter of 2017 was driven by higher test volumes in the reproductive health and pediatric segments and improved reimbursement resulting in higher average revenue per test across all segments.  Reproductive health diagnostic test revenues for the second quarter of 2017, which include prenatal, miscarriage analysis and preimplantation genetic screening (PGS) testing, increased 43.9% to $3.1 million with testing volumes increasing 24.6% to 1,748 due to continued success in our commercialization strategy emphasizing the reproductive health diagnostic market. Total operating expenses were $4.6 million for the second quarter of 2017 compared with $4.3 million for the prior-year comparable period.  The increase was due primarily to higher cost of services expenses associated with increased testing volumes and increased general and administrative expenses associated with increased legal costs from merger-related activities, partially offset by lower sales and marketing expenses related to optimized headcount in the field.  Gross margin improved to 63.1% for the second quarter of 2017 from 53.0% for the second quarter of 2016, driven primarily by improved average reimbursement per test reflected above as well as from cost containment strategies undertaken in recent periods. Net loss for the second quarter of 2017 was $370,000, or $0.13 per share.  This compares with a net loss for the second quarter of 2016 of $1.2 million, or $0.89 per share.  The improvement in net loss was due primarily to the 36.5% increase in total revenues described above, coupled with improved gross margins. CombiMatrix reported total revenues for the first six months of 2017 of $8.0 million, a 32.1% increase from $6.1 million for the first six months of 2016.  The increase in total revenues for the first six months of 2017 was driven primarily by a 37.9% increase in miscarriage analysis diagnostic testing revenues due to continued success in our commercialization strategy emphasizing the reproductive health diagnostic market. Operating expenses for the first six months of 2017 were $8.9 million compared with $8.8 million from the prior-year period, with the increase primarily due to higher cost of services resulting from increased testing volumes.  Gross margin improved to 60.6% for the first six months of 2017 from 52.3% for the first six months of 2016. Net loss for the first six months of 2017 was $888,000, or $0.31 per share, compared with $4.4 million, or $3.89 per share, for the first six months of 2016.  The higher net loss in the 2016 period reflected one-time, non-cash charges of $1.9 million related to deemed dividends from the issuance of Series F convertible preferred stock and warrants in the $8.0 million public offering that closed on March 24, 2016.  This increase was partially offset by the reversal of the $890,000 Series E deemed dividend recognized in 2015 from the repurchase of those securities upon closing of the public offering, partially reduced by the $656,000 deemed dividend paid to the Series E investors in February of 2016. The Company reported $3.0 million in cash, cash equivalents and short-term investments as of June 30, 2017, compared with $3.7 million as of December 31, 2016.  The Company used $112,000 and $607,000 in cash to fund operating activities during the quarter and six months ending June 30, 2017, respectively, compared with $0.9 million and $2.5 million in cash to fund operating activities during the quarter and six months ended June 30, 2016, respectively.  The significant decrease in cash used to fund operating activities in the 2017 periods resulted primarily from improved cash reimbursement of $3.8 million and $7.2 million for the three and six months ended June 30, 2017, respectively, compared with $3.0 million and $5.4 million for the three and six months ended June 30, 2016, respectively. CombiMatrix Corporation provides sophisticated molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. Additional information about CombiMatrix is available at www.combimatrix.com or by calling (800) 710-0624. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations, speak only as of the date hereof and are subject to change. All statements, other than statements of historical fact included in this press release, are forward-looking statements. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "goal," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," “outlook,” “reach,” similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding projected results of operations, including projected cash flow-positive operating results, management's future business, operational and strategic plans, recruiting efforts and test menu expansion. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our 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: our ability to grow revenue and improve gross margin; delays in achieving and maintaining cash flow-positive operating results; the risk that operating expenses are not reduced or increase; the risk that test volumes and reimbursements level off or decline; the risk that payors decide to not cover our tests or to reduce the amounts they are willing to pay for our tests; the risk that we will not be able to grow our business as quickly as we need to; the inability to raise capital; the loss of members of our sales force; our ability to successfully expand the base of our customers, add to the menu of our diagnostic tests, develop and introduce new tests and related reports, expand and improve our current suite of services, optimize the reimbursements received for our microarray testing services, and increase operating margins by improving overall productivity and expanding sales volumes; our ability to successfully accelerate sales, steadily increase the size of our customer rosters in all of our genetic testing markets; our ability to attract and retain a qualified sales force in wider geographies; our ability to ramp production from our sales; rapid technological change in our markets; changes in demand for our future services; legislative, regulatory and competitive developments; general economic conditions; and various other factors. Further information on potential factors that could affect our financial results is included in our Annual Report on Form 10-K, Quarterly Reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law.


$27 million offered to holders of CombiMatrix Common Stock (Nasdaq: CBMX) subject to certain adjustments IRVINE, Calif., July 31, 2017 (GLOBE NEWSWIRE) -- CombiMatrix Corporation (NASDAQ:CBMX) (“CombiMatrix” or “the Company”), a family health molecular diagnostics company specializing in DNA-based reproductive health and pediatric testing services, announced that it has entered into a definitive merger agreement with Invitae Corporation (NYSE:NVTA) (“Invitae”) to be acquired in an all-stock merger for approximately $33 million of combined consideration, based on a fixed price per share of Invitae’s common stock of $9.49 and subject to certain adjustments described below.  The merger has been approved by each company’s board of directors and is conditioned upon, among other things, approval by CombiMatrix’s stockholders, Invitae’s registration of common stock to be used to acquire CombiMatrix, and at least 90% participation in a warrant exchange offer as noted below.  CombiMatrix engaged in a fifteen-month long market check with the assistance of its exclusive financial advisor.  After the conclusion of that market check, CombiMatrix, assisted by its advisors, had months of negotiations with Invitae before entering into the definitive merger agreement. The consideration payable to the holders of currently outstanding shares of CombiMatrix common stock, as well as currently outstanding Series F preferred stock, restricted stock units and in-the-money options, is $27 million, based on a fixed price per share of Invitae’s common stock of $9.49 and subject to an adjustment for “Net Cash” of CombiMatrix at closing.  Net Cash, as defined in the merger agreement for this purpose, includes all current assets, less all current liabilities (including amounts payable pursuant to the Company’s executive severance plan) and capital lease obligations of the Company, less all transaction-related expenses including amounts owed to the Company’s strategic advisors, accountants and attorneys, less amounts owed to repurchase certain CombiMatrix common stock warrants, less amounts payable under the Company’s transaction bonus plan that was adopted on December 2, 2015 and less $250,000 stipulated for working capital purposes.  Based on the Company’s current forecasts and estimates of Net Cash, and based on a fixed price per share of Invitae’s common stock of $9.49, the Company presently estimates that the CombiMatrix price per share received by CombiMatrix common stockholders would be between approximately $8.00 and $8.65.  Because the value of the transaction to CombiMatrix stockholders is based on a fixed price per share of Invitae’s common stock of $9.49, the overall value of the merger consideration potentially to be received by CombiMatrix stockholders will fluctuate based on the market price of Invitae common stock between now and any closing.  There are currently 2,918,726 shares of CombiMatrix common stock outstanding, and an additional 125,738 shares of CombiMatrix common stock issuable pursuant to currently outstanding Series F preferred stock, restricted stock units and in-the-money common stock options. As part of the proposed acquisition, the merger agreement contemplates that Invitae will conduct an exchange offer in which holders of CombiMatrix Series F warrants will be offered approximately $6 million in shares of Invitae common stock, based on $2.90 per warrant and 2,067,076 Series F warrants currently outstanding, with such consideration also based on a fixed price per share of Invitae’s common stock of $9.49.  Because the value of the transaction is based on a fixed price per share of Invitae’s common stock of $9.49, the overall value of the exchange offer consideration potentially to be received by CombiMatrix Series F warrant holders will fluctuate based on the market price of Invitae common stock between now and any closing.  Under the terms of the merger agreement, holders of at least 90% of the Series F warrants outstanding must accept the exchange tender offer and tender their warrants to receive shares of Invitae common stock.  If holders of less than 90% of outstanding Series F warrants tender, Invitae may elect to terminate the merger.  Holders of Series F Warrants may exercise their warrants at any time prior to any closing of the merger if they so choose, and the merger agreement anticipates an increase in the consideration paid to CombiMatrix common stockholders as more shares of CombiMatrix common stock become outstanding as a result of such exercises.  Based on a fixed price per share of Invitae’s common stock of $9.49 and subject to the Net Cash adjustment, the consideration potentially to be received by CombiMatrix common stockholders (including holders of shares issued upon the exercise of Series F warrants) could increase by approximately $15 million, if all Series F Warrants were exercised.  The proposed merger is expected to close in the fourth quarter of 2017, but is subject to customary closing conditions, including CombiMatrix stockholder approval, as well as the warrant exchange participation threshold noted above. Mark McDonough, President and Chief Executive Officer of CombiMatrix, stated, “We are excited about the prospect of joining forces with Invitae, one of the nation’s fastest-growing genetics information companies, to help achieve even higher levels of patient satisfaction, growth and shareholder value.  At CombiMatrix, we have worked very hard to establish ourselves as a high-touch, patient-focused organization delivering the highest quality in reproductive health and pediatric diagnostic testing services.  Over the past few years we have consistently increased our revenue, grown our customer base, improved gross margins and significantly reduced our operating loss despite capital constraints.  By coming together with Invitae, we believe we can synergistically combine their scale, technology and expertise with the CombiMatrix product offering, human capital and sales channels to achieve even greater success in the future for the company and our shareholders.” Sean George, Chief Executive Officer of Invitae, stated, “For many people, preparing to have a child is their introduction to the power of genetics to inform health decisions.  The combination of Invitae and CombiMatrix will expand our ability to provide actionable answers to the complex questions that can arise when starting a family.  CombiMatrix’s expertise in miscarriage analysis and assisted reproduction, deep relationships with perinatal specialists and established technologies will round out Invitae’s capabilities, creating a comprehensive platform to further accelerate the use of genetic information in mainstream medical care.” Torreya Partners LLC is acting as exclusive financial advisor to CombiMatrix and provided a fairness opinion to the Board of Directors of CombiMatrix. Stradling Yocca Carlson & Rauth P.C. is acting as legal advisor to CombiMatrix in connection with the transaction. More information regarding the merger agreement, planned merger and the terms and conditions thereof have been disclosed in the Current Report on Form 8-K filed by CombiMatrix today with the Securities and Exchange Commission and available at www.sec.gov. CombiMatrix Corporation provides best-in-class molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next-generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. Additional information about CombiMatrix is available at www.CombiMatrix.com or by calling (800) 710-0624. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations, speak only as of the date hereof and are subject to change. All statements, other than statements of historical fact included in this press release, are forward-looking statements. Forward-looking statements can often be identified by words such as "anticipates," “approximates,” "expects," "intends," "plans," "goal," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," “possible,” “likely,” "continue," "ongoing," similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding the Company’s and Invitae’s expectations with respect to the synergies, costs and other anticipated financial impacts of the proposed merger; future financial and operating results of the combined company; the combined company’s plans, objectives, expectations and intentions with respect to future operations and services; approval of the proposed merger by stockholders and by governmental regulatory authorities; the satisfaction of the closing conditions to the proposed merger; and the timing of the completion of the proposed merger. These forward-looking statements are not guarantees of future results and 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 risk that Invitae’s common stock price drops below $9.49; the risk that “Net Cash” at closing is lower than the Company forecasts; the risk that holders of less than 90% of the Series F warrants tender their securities or the Company’s stockholders fail to approve the merger and the merger agreement is terminated due to these reasons; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the possibility that the proposed merger is delayed; the inability to complete the merger due to the failure to satisfy any of the conditions to completion of the merger; the impact of the announcement or the completion of the merger on the market price of the common stock of the Company or Invitae, or on Company’s or Invitae’s relationships with their employees, existing customers and suppliers or potential future customers and suppliers and on their operating results and businesses generally; the ability of Invitae to successfully integrate CombiMatrix’s operations and employees; the ability to realize anticipated synergies and costs savings of the proposed merger; the risk that if the merger is terminated and the Company has to pay termination fees and transaction expenses, the Company may not have sufficient funds to make such payments; the Company’s estimates of total market sizes for the tests that it offers; the Company’s ability to grow revenue and improve gross margin; delays in achieving cash flow-positive operating results; the risk that test volumes and reimbursements level off or decline; the risk that payors decide to not cover the Company’s tests or to reduce the amounts they are willing to pay for the Company’s tests; the risk that the Company will not be able to grow it’s business as quickly as it needs to; the inability to raise capital; the loss of members of the Company’s sales force; the Company’s ability to successfully expand the base of its customers, add to the menu of its diagnostic tests, develop and introduce new tests and related reports, expand and improve its current suite of diagnostic services, optimize the reimbursements received for its molecular testing services, and increase operating margins by improving overall productivity and expanding sales volumes; the Company’s ability to successfully accelerate sales, steadily increase the size of its customer rosters in all of its genetic testing markets; the Company’s ability to attract and retain a qualified sales force in wider geographies; the Company’s ability to ramp production from its sales; rapid technological change in the Company’s markets; changes in demand for the Company’s future services; legislative, regulatory and competitive developments; general economic conditions; and various other factors. Further information on potential factors that could affect the Company’s financial results is included in the Company’s Annual Report on Form 10-K, Quarterly Reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company, Invitae, the proposed merger or other matters attributable to the Company, Invitae or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law. In connection with the planned merger described above, Invitae intends to file one or more registration statements on Form S-4 with the Securities and Exchange Commission (the “SEC”) that will include a proxy statement of CombiMatrix that also constitutes a prospectus of Invitae. CombiMatrix and Invitae also plan to file other documents with the SEC regarding the proposed merger.  This communication is not a substitute for any registration statement, proxy statement/prospectus or other document CombiMatrix or Invitae may file with the SEC in connection with the proposed merger. Investors and security holders of CombiMatrix are urged to read the proxy statement/prospectus and other relevant documents when filed with the SEC as they will contain important information about the proposed merger. Any definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of CombiMatrix. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents containing important information about CombiMatrix and Invitae, when filed, without charge, at the SEC’s website (www.sec.gov). Copies of CombiMatrix’s SEC filings may also be obtained from CombiMatrix without charge at CombiMatrix’s website (www.CombiMatrix.com) or by directing a request to CombiMatrix at (949) 753-0624. Copies of Invitae’s SEC filings may also be obtained from Invitae without charge at Invitae’s website (www.Invitae.com) or by directing a request to Invitae at (347) 204-4226. This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. CombiMatrix, Invitae and certain of their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of CombiMatrix in respect of the proposed merger. Information regarding CombiMatrix’s directors and executive officers is available in CombiMatrix’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 3, 2017 and CombiMatrix’s definitive proxy statement on Schedule 14A, filed with the SEC on May 1, 2017. Information regarding Invitae’s directors and executive officers is available in Invitae’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 16, 2017 and Invitae’s definitive proxy statement on Schedule 14A, filed with the SEC on April 6, 2017. Additional information regarding the interests of such potential participants will be included in the registration statements and proxy statement to be filed with the SEC by CombiMatrix in connection with the proposed merger and in other relevant documents filed by CombiMatrix with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.


"This is a transformative moment for Invitae, for our industry, and — importantly — for patients. By acquiring Good Start and CombiMatrix, Invitae intends to create the industry's first comprehensive genetic information platform providing high-quality, affordable genetic information coupled with world-class clinical expertise to inform healthcare decisions throughout every stage of an individual's life," said Sean George, chief executive officer of Invitae. "We believe the strength of our existing platform, strategic acquisitions like these and our network of partners will fuel continued growth and further establish Invitae as a leading genetic information service provider." Good Start's suite of offerings includes carrier screening and preimplantation embryo testing, which provides women, their partners and their clinicians with insightful and actionable information to promote successful pregnancies and help build healthy families. "We are excited to bring our world-class, proprietary approach to genetic testing for women who are pregnant or planning to become pregnant to the Invitae platform," said Jeffrey Luber, president and chief executive officer of Good Start. "Our companies share a belief in the power of genetic information to transform people's lives and a common commitment to making that information affordable and available to all. Today, we are thrilled to bring the momentum we've built in IVF to Invitae. Together we will enhance our combined offerings in this important category and bring that comprehensive solution to our customers for the benefit of growing audiences everywhere." Good Start was the first to bring next-generation sequencing to reproductive health and, with its three primary product lines, has processed 1.7 million tests since its commercial launch in 2012. Good Start has succeeded in making these tests available at scale via a next generation sequencing (NGS) platform that simplifies workflow and lowers costs while preserving quality. Good Start complements these offerings with world-class customer care and access to genetic counseling. Under the definitive agreement, Invitae will acquire Good Start through the issuance of up to approximately 1.65 million shares of Invitae common stock (subject to a partial hold-back to cover indemnification liabilities), the payment of approximately $18.3 million in cash consideration to eliminate Good Start's outstanding secured debt, and the payment or assumption of approximately $6.0 million in Good Start pre-closing and closing-related liabilities and obligations. The proposed acquisition of Good Start is expected to close in the first part of August, subject to customary closing conditions. Leerink Partners LLC is serving as financial adviser to Invitae on the acquisition of Good Start, and Pillsbury Winthrop Shaw Pittman LLP is serving as legal adviser. The acquisition of CombiMatrix will complement Invitae and Good Start's genetic information services to establish a category-leading menu with the breadth and depth needed to provide comprehensive support for women, their partners and clinicians to use genetic information when considering their reproductive health options. "We are excited to be joining forces with Invitae. This combination of CombiMatrix, a recognized leader in genetic testing for Miscarriage Analysis, with one of the fastest growing genetic information companies in Invitae provides a tremendous opportunity to accelerate the growth of both companies. The information that we will be able to provide as a combined entity will enable clinicians to help guide women through some of the most important health decisions they make along the continuum of care in family planning," says Mark McDonough, president and chief executive officer of CombiMatrix. "We are eager to combine our complementary product portfolio, expertise and relationships to create the market leader in family health genetics." CombiMatrix is recognized as the leader in miscarriage analysis testing and offers DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies for use in preimplantation genetic diagnostics, carrier screening, prenatal diagnosis, miscarriage analysis and the diagnosis of pediatric developmental disorders. CombiMatrix's services include advanced technologies, such as single nucleotide polymorphism chromosomal microarray analysis, next generation sequencing, and long-standing expertise handling a variety of technically challenging sample types. CombiMatrix's 2016 financial performance included $12.8 million in revenue, an increase of 28% over 2015. This momentum continued with CombiMatrix reporting a 27% increase in first quarter 2017 revenue compared to the first quarter of 2016, driven by a 32% increase in its reproductive health business. Under the definitive agreement, the consideration payable to the holders of currently outstanding shares of CombiMatrix common stock, as well as currently outstanding restricted stock units and in-the-money options, is $27 million in shares of Invitae common stock based upon the 30 trading day trailing average closing price immediately preceding the agreement date, or approximately 2.85 million shares, subject to adjustment based upon a net cash calculation for CombiMatrix at the time of the acquisition. The definitive agreement contemplates an exchange offer for the outstanding CombiMatrix Series F warrants, in which Invitae would offer up to approximately $6.0 million in shares of Invitae, or approximately 0.63 million shares, and participation by holders of at least 90% of the Series F warrants is a condition to Invitae's obligation to consummate the acquisition. The specifics of the warrant exchange offer have not yet been determined by Invitae. To the extent the Series F warrants are not exchanged and are either exercised or assumed as part of the acquisition, the consideration payable by Invitae could increase by up to approximately $15.0 million in shares of Invitae, or approximately 1.58 million shares, subject to adjustment based upon a net cash calculation for CombiMatrix at the time of the acquisition. Exercise proceeds from the Series F warrants could amount to approximately $10.7 million if all such warrants were exercised, which would stay with CombiMatrix as a wholly owned subsidiary of Invitae. The proposed acquisition of CombiMatrix is expected to close in the fourth quarter of 2017, subject to customary closing conditions, including CombiMatrix stockholder approval, as well as the warrant exchange participation threshold noted above. Torreya Partners acted as exclusive financial adviser to CombiMatrix on the agreement. Management will host a webinar and conference call on August 1, 2017 at 8:00 a.m. Eastern / 5:00 a.m. Pacific to discuss these transactions in detail. The dial-in numbers for the conference call are (844) 579-6824 for domestic callers and (763) 488-9145 for international callers, and the reservation number for both is 62580208. The live webinar and conference call may be accessed by visiting the investors section of Invitae's website at ir.invitae.com. A replay of the webinar will be available shortly after the conclusion of the call and will be archived on Invitae's website. Invitae Corporation (NYSE: NVTA) is one of the fastest growing genetic information companies in the United States. Invitae's mission is to bring comprehensive genetic information into mainstream medical practice to improve the quality of healthcare for billions of people. Invitae's goal is to aggregate the world's genetic tests into a single service with higher quality, faster turnaround time, and lower prices. For more information, visit our website at invitae.com. Good Start Genetics is dedicated to women's health and helping grow healthy families through its best-in-class genetics offerings. Using advanced clinical sequencing, proprietary methods and information tailored to the individual, the Company's suite of offerings arms clinicians and patients with insightful and actionable information to promote successful pregnancies and help build healthy families. The Company's product portfolio, including GeneVu, EmbryVu and VeriYou, encompasses a multifaceted approach to genetic testing, featuring solutions for both preimplantation and carrier screening, while offering comprehensive and flexible testing options helping a wider range of couples find their paths to pregnancy at significantly lower costs. Good Start Genetics complements these offerings with world class customer care and genetic counseling to help families stay well-informed and be better prepared for tomorrow. For more information, please visit www.goodstartgenetics.com. CombiMatrix Corporation (NASDAQ: CBMX) provides sophisticated molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. CombiMatrix testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. For more information, please visit www.combimatrix.com. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the potential benefits and synergies from the proposed acquisitions; statements relating to the structure, timing, stockholder approval and/or completion of the proposed mergers; Invitae's intention to file with the SEC registration statements on Form S-4 for the CombiMatrix merger and the warrant exchange offer; Invitae's intention to conduct the warrant exchange offer; the expected closing dates of the proposed transactions; Invitae's future product offerings and growth potential; and Invitae's business strategy, including its acquisition growth strategy, and its beliefs regarding the ways in which the proposed acquisitions will contribute to that strategy. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: risks and uncertainties associated with the parties' ability to satisfy the conditions precedent to the consummation of the proposed transactions, including stockholder approval of and the ability to consummate the proposed CombiMatrix merger and the proposed Good Start merger, the ability of Invitae to conduct the warrant exchange offer, and the participation by CombiMatrix Series F warrant holders of the 90% minimum participation; the occurrence of any event that could give rise to the termination of the merger agreements; unanticipated difficulties or expenditures relating to the proposed transactions; legal proceedings that may be instituted against the parties following announcement of the proposed transactions; disruptions of current plans and operations caused by the announcement or pendency of the proposed transactions; the risk that expected benefits, synergies and growth prospects resulting from the proposed transactions may not be achieved in a timely manner, or at all; the risk the businesses of CombiMatrix and/or Good Start may not be successfully integrated with Invitae's business following the respective closings; potential difficulties in employee retention as a result of the announcement and pendency of the proposed transactions; the reaction of customers and potential customers, payers, partners and competitors to the announcement of the proposed transactions; Invitae's failure to manage growth effectively; Invitae's ability to develop and commercialize new tests and expand into new markets; risks associated with Invitae's limited experience with respect to acquisitions; and the other risks set forth in Invitae's filings with the Securities and Exchange Commission, including the risks set forth in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. These forward-looking statements speak only as of the date hereof, and Invitae Corporation disclaims any obligation to update these forward-looking statements. Additional Information about the CombiMatrix Merger and Where to Find It In connection with the CombiMatrix Merger, Invitae Corporation (the "Company") and CombiMatrix intend to file relevant materials with the Securities and Exchange Commission (the "SEC"), including (a) a registration statement on Form S-4 that will contain a proxy statement/prospectus for CombiMatrix to solicit stockholder approval of the CombiMatrix Merger and (b) a registration statement on Form S-4 that will contain offer documents for the Company to conduct the Warrant Exchange Offer. Investors and security holders of the Company and CombiMatrix are urged to read these materials when they become available because they will contain important information about the Company and CombiMatrix as well as the CombiMatrix Merger and the Warrant Exchange Offer. The proxy statement/prospectus and the offering documents and other relevant materials (when they become available), and any other documents filed by the Company or CombiMatrix with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents (i) filed with the SEC by the Company, by directing a written request to:  Invitae Corporation, 1400 16th Street, San Francisco, California 94103, Attention: Investor Relations or (ii) filed with the SEC by CombiMatrix, by directing a written request to:  CombiMatrix Corporation, 310 Goddard, Suite 150, Irvine, California 92618, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement/prospectus, the offering documents and the other relevant materials when they become available before making any voting or investment decision with respect to the CombiMatrix Merger or the Warrant Exchange Offer. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the CombiMatrix Merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Company and CombiMatrix and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of CombiMatrix in connection with the CombiMatrix Merger. Information regarding the special interests of these directors and executive officers in the CombiMatrix Merger will be included in the proxy statement/prospectus referred to above. Additional information regarding the Company's directors and executive officers is also included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and the proxy statement for the Company's 2017 annual meeting of stockholders. Additional information regarding CombiMatrix's directors and executive officers is also included in CombiMatrix's Annual Report on Form 10-K for the year ended December 31, 2016 and the proxy statement for CombiMatrix's 2017 annual meeting of stockholders. These documents are available free of charge at the SEC's web site (www.sec.gov) and from Investor Relations at the Company or CombiMatrix at the addresses set forth above. NOTE: Invitae and the Invitae logo are trademarks of Invitae Corporation. All other trademarks and service marks are the property of their respective owners.


IRVINE, Calif., Sept. 25, 2017 (GLOBE NEWSWIRE) -- CombiMatrix Corporation (NASDAQ:CBMX) (“CombiMatrix” or the “Company”), a family health molecular diagnostics company specializing in DNA-based reproductive health and pediatric testing services, announced today it has set important dates for a special meeting of its stockholders to vote on matters related to the proposed merger with Invitae Corporation (“Invitae”). The special meeting of stockholders will be held at 1:00 pm, local time, on November 10, 2017, at the offices of Stradling Yocca Carlson & Rauth, P.C., 660 Newport Center Drive, Suite 1600, Newport Beach, California.  CombiMatrix’s stockholders of record as of the close of business on September 26, 2017 are entitled to receive notice of, and to vote at, the special meeting. The merger has been unanimously approved by the boards of directors of both companies.  The proposed merger is expected to close in the fourth quarter of 2017 (subject to the approval of the stockholders of CombiMatrix and acceptance by at least 90% of CombiMatrix’s holders of Series F warrants to tender their warrants in exchange for Invitae common stock in the Series F warrants tender exchange offer that will be conducted simultaneously with the CombiMatrix merger proxy solicitation). CombiMatrix Corporation provides best-in-class molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next-generation sequencing, fluorescent in situ hybridization and high resolution karyotyping.  Additional information about CombiMatrix is available at www.combimatrix.com or by calling (800) 710-0624. Additional Information about the Proposed Merger between Invitae and CombiMatrix and Where to Find It In connection with the proposed merger, Invitae has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), that includes a proxy statement of the Company that also constitutes a prospectus of Invitae, but the registration statement has not yet become effective. The Company and Invitae also plan to file other documents with the SEC regarding the proposed merger. This communication is not a substitute for the registration statement, proxy statement/prospectus or any other document the Company or Invitae have filed or may file with the SEC in connection with the proposed merger. Investors and securityholders of Invitae and CombiMatrix are urged to read the proxy statement/prospectus and other relevant documents when filed with the SEC because they contain important information about Invitae, CombiMatrix and the proposed merger. The definitive proxy statement/prospectus will be mailed to stockholders of the Company. The proxy statement/prospectus and other relevant materials, and any other documents filed by CombiMatrix and Invitae with the SEC, also may be obtained free of charge at the SEC website at www.sec.gov. Copies of the Company’s SEC filings may also be obtained from the Company without charge at the Company’s website (www.combimatrix.com) or by directing a request to the Company at (949) 753-0624. Copies of Invitae’s SEC filings may also be obtained from Invitae without charge at Invitae’s website (www.Invitae.com) or by directing a request to Invitae at (347) 204-4226 or by directing an email to Invitae Investor Relations at ir@invitae.com. Investors and securityholders are urged to read the proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed merger. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Company, Invitae and certain of their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in respect of the proposed merger. Information regarding the Company’s directors and executive officers is available in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 3, 2017 and the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on May 1, 2017. Information regarding Invitae’s directors and executive officers is available in Invitae’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 16, 2017 and Invitae’s definitive proxy statement on Schedule 14A, filed with the SEC on April 6, 2017. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the proposed merger and in other relevant documents filed by the Company and Invitae with the SEC. These documents can be obtained free of charge from the sources indicated above. This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect the Company’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and Invitae’s expectations with respect to the synergies, costs and other anticipated financial impacts of the proposed Merger; future financial and operating results of the combined company; the combined company’s plans, objectives, expectations and intentions with respect to future operations and services; approval of the proposed Merger by stockholders and by governmental regulatory authorities; the satisfaction of the closing conditions to the proposed Merger; and the timing of the completion of the proposed Merger. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of the Company and Invitae and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, the risk that Invitae’s Common Stock price drops below $9.49; the risk that “net cash” at closing is lower than the Company forecasts; the risk that holders of less than 90% of the Series F Warrants tender their securities or the Company’s stockholders fail to approve the proposed Merger and the Merger Agreement is terminated due to these reasons; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that the proposed Merger is delayed; the inability to complete the proposed Merger due to the failure to satisfy any of the conditions to completion of the proposed Merger; the impact of the announcement or the completion of the proposed Merger on the market price of the Common Stock of the Company or Invitae, or on the Company’s or Invitae’s relationships with their employees, existing customers and suppliers or potential future customers and suppliers, and on their operating results and businesses generally; the ability of Invitae to successfully integrate the Company’s operations and employees; the ability to realize anticipated synergies and costs savings of the proposed Merger; the risk that if the Merger is terminated and the Company has to pay termination fees and transaction expenses, the Company may not have sufficient funds to make such payments; the Company’s estimates of total market sizes for the tests that it offers; the Company’s ability to grow revenue and improve gross margin; delays in achieving cash flow-positive operating results; the risk that test volumes and reimbursements level off or decline; the risk that payors decide to not cover the Company’s tests or to reduce the amounts they are willing to pay for the Company’s tests; the risk that the Company will not be able to grow its business as quickly as it needs to; the inability to raise capital; the loss of members of the Company’s sales force; the Company’s ability to successfully expand the base of its customers, add to the menu of its diagnostic tests, develop and introduce new tests and related reports, expand and improve its current suite of diagnostic services, optimize the reimbursements received for its molecular testing services, and increase operating margins by improving overall productivity and expanding sales volumes; the Company’s ability to successfully accelerate sales, steadily increase the size of its customer rosters in all of its genetic testing markets; the Company’s ability to attract and retain a qualified sales force in wider geographies; the Company’s ability to ramp production from its sales; rapid technological change in the Company’s markets; changes in demand for the Company’s future services; legislative, regulatory and competitive developments; general economic conditions; and various other factors. The Company cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in the Company’s and Invitae’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. All subsequent written and oral forward-looking statements concerning the Company, Invitae, the proposed Merger or other matters and attributable to the Company, Invitae or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. These forward-looking statements speak only as of the date of this communication, and the Company undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

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