CBMX Combimatrix Corp. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement under Section 14(d)(4)

of the Securities Exchange Act of 1934

CombiMatrix Corporation

(Name of Subject Company)

CombiMatrix Corporation

(Names of Persons Filing Statement)

Series F Warrants to Purchase Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

20009T147

(CUSIP Number of Class of Securities)

Mark McDonough

President and Chief Executive Officer

CombiMatrix Corporation

300 Goddard, Suite 100

Irvine, CA 92618

(949) 753-0624

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)

This Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the “Schedule 14D-9”) originally filed on September 14, 2017, as subsequently amended by Amendment No. 1 to the Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2017 and Amendment No. 2 to the Schedule 14D-9 filed with the SEC on October 24, 2017. This Schedule 14D-9 relates to the offer by Invitae Corporation, a Delaware corporation (“Invitae”), to exchange (the “Exchange Offer”) each outstanding Series F warrant (the “CombiMatrix Series F Warrants”) to acquire shares of common stock of CombiMatrix Corporation, a Delaware corporation (“CombiMatrix”), for shares of common stock, par value $0.0001 per share, of Invitae (the “Invitae Common Stock”), as disclosed in the Amendment No. 3 to Tender Offer Statement on Schedule TO (together with the exhibits thereto, as amended, the “Schedule TO”), filed by Invitae with the SEC on November 8, 2017.

The terms and conditions of the Exchange Offer, as well as a description of CombiMatrix and other information required by Schedule 14D-9, are set forth in the prospectus/offer to exchange, dated October 6, 2017 (as supplemented, the “Prospectus/Offer to Exchange”), as supplemented by Prospectus Supplement No. 1, dated October 23, 2017, filed as Exhibit (a)(4)(B) hereto (the “Prospectus Supplement”), that Invitae filed with the SEC and which, with the related Letter of Transmittal filed as Exhibit 99.1 to Invitae’s registration statement on Form S-4 (No. 333-220448) (as amended, the “Registration Statement”), together constitute the “Offer.” The Prospectus/Offer to Exchange is incorporated herein by reference in its entirety.

Pursuant to the Exchange Offer, each CombiMatrix Series F Warrant validly tendered and not withdrawn in the Exchange Offer will be exchanged for a number of shares of Invitae Common Stock (the “Warrant Exchange Ratio”) equal to 0.3056, which was calculated as the quotient (rounded to the nearest ten-thousandth) obtained by dividing $2.90 by the average closing price of $9.491 for shares of Invitae common stock on the NYSE for the immediately preceding period of 30 trading days prior to July 31, 2017, the date of the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Invitae, Coronado Merger Sub, Inc., a wholly owned subsidiary of Invitae (“Merger Sub”), and CombiMatrix, pursuant to which Merger Sub will merge with and into CombiMatrix, with CombiMatrix surviving as a wholly owned subsidiary of Invitae (the “Merger”).

On November 8, 2017, Invitae issued a press release, filed as Exhibit (a)(1)(G) hereto, reminding CombiMatrix Series F Warrant holders about the Exchange Offer expiration, its terms, conditions, the intended delisting of any unexchanged and unexercised CombiMatrix Series F Warrants, and procedures for tendering or exercising their CombiMatrix Series F Warrants.

Items 1 through 8.

All of the information in the Prospectus/Offer to Exchange, the Prospectus Supplement, and any additional prospectus supplement or other amendment or supplement thereto related to the Exchange Offer hereafter filed with the SEC by Invitae, is hereby incorporated by reference into Items 1 through 8 of this Schedule 14D-9. This Amendment should be read together with the Schedule 14D-9.

* Incorporated by reference to the Registration Statement or the Schedule TO.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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