Biotech tools company CombiMatrix Corp. has filed to list its stock on the American Stock Exchange in a move to separate itself from parent Acacia Research Corp.
The filing explains CombiMatrix's decision last week to terminate its standby equity distribution from Cornell Capital Partners LP, which provided the company with access to as much as $50 million.
The equity financing commitment, signed in June, allowed Acacia to draw down funds as needed over 24 months, selling registered shares of its AR-CombiMatrix stock to Cornell at a 2.5 percent discount from market price.
Mukilteo, Wash.-based CombiMatrix has operated as a subsidiary of Acacia, of Newport Beach, Calif., since its founding in 1995. It intends to list its stock under the symbol "CBMX," the same one currently used by Acacia on the Nasdaq exchange to represent CombiMatrix's economic performance. Shares gained a penny on Wednesday to close at 81 cents.
Following the split from Acacia, CombiMatrix will have about 52.4 million shares outstanding, and the transaction is valued at the same amount, about $52.4 million.
In the prospectus filed with the SEC, CombiMatrix said its board voted in January to split from Acacia because the parent company's technologies group is significantly different from CombiMatrix's business.
The technologies group is in the business of acquiring, developing, licensing and enforcing patents owned by individual inventors and small companies, which, by its nature, puts CombiMatrix at a financial risk due to patent litigation activities.
CombiMatrix wants its independence to allow it to become a diversified biotech business that develops technologies, products and services for the drug development, genetic analysis, molecular diagnostics, nanotechnology research and defense and homeland security markets, among others.
In October, the company received $2 million through the 2007 Defense Appropriations Bill to continue development of microarray technologies to detect biological threat agents and infectious pathogens such as Eurasian Influenza A virus, bringing the total government grants received since March 2004 to $15 million.
The company has a platform technology that creates DNA compounds and other agents on a programmable semiconductor chip.
The technology can produce customizable arrays rapidly, which then can be used to identify and determine the roles of genes, gene mutations and proteins. It can be applied to everything from genomics, proteomics, biosensors, drug discovery and development to diagnostics, combinatorial chemistry, material sciences and nanotechnology.
The company believes its technology can help in the stratification of patients during clinical trials by finding genetic biomarkers or expression patterns characteristic of responders and nonresponders. If successful, its technology could knock down the time and costs needed to develop and commercialize a drug, which currently stands at up to 15 years and about $1.7 billion.
In addition to the platform technology, CombiMatrix has molecular synthesis and screening methods for discovering new drugs, and it has a minority ownership in Leuchemix Inc., of Woodside, Calif., which is working on compounds shown to be cytotoxic toward certain cancers.
CombiMatrix once consisted of two operating subsidiaries, CombiMatrix Molecular Diagnostics Inc. and CombiMatrix KK, but it sold 67 percent ownership in the latter Tokyo-based company to a third party in January. CombiMatrix Molecular Diagnostics, of Irvine, Calif., is leveraging the company's arrays in the field of molecular diagnostics, while the Japanese subsidiary is exploring opportunities for the array system within the Asian market.
The split with Acacia is being done under terms of a charter in which Acacia is able to redeem all of the outstanding shares of its Acacia Research-CombiMatrix common stock for an equal number of shares of the independent company's common stock. CombiMatrix does not need stockholder approval to do the split.
By becoming independent, CombiMatrix will take on all of its assets and liabilities and Acacia management will no longer be affiliated with the company. The split also entails a tax allocation agreement under which CombiMatrix will reimburse Acacia for all taxes owed by the group for the period prior to the split-off. The company expects the transaction to qualify as a tax-free reorganization.
As of Sept. 30, 2006, CombiMatrix had $8.76 million in cash, cash equivalents and short-term investments.