CBMX Combimatrix Corp. (MM)

2006 Stock Incentive Plan

(Full title of the plan)

Lee Bendekgey

President, Chief Executive Officer, Chief Financial Officer and Secretary

CombiMatrix Corporation

c/o Invitae Corporation

1400 16th Street

San Francisco, CA 94103

(Name and address agent for service)

(415) 374-7782

(Telephone number, including area code, of agent for service)

Copy to:

Mike Hird, Esq.

Patty M. DeGaetano, Esq.

Pillsbury Winthrop Shaw Pittman LLP

12255 El Camino Real, Suite 300

San Diego, California 92130

(619) 234-5000

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.

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. ☐

DEREGISTRATION OF SHARES

These Post-Effective Amendments to the following Registration Statements on Form S-8 (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.

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 its 2006 Stock Incentive Plan and 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.