Filed Pursuant to Rule 424(b)(3)
Registration No. 333-197954
Prospectus Supplement No. 35
(to Prospectus dated May 7, 2015)
(i) 1,322,500 shares of Common Stock and 1,322,500 Series B Warrants, issuable upon the exercise of the
1,322,500 outstanding Series A Warrants issued in our initial public offering;
and
(ii) 1,322,500 shares of Common Stock, issuable upon the exercise of the 1,322,500 Series B Warrants that
are issuable under this prospectus.
This prospectus supplement supplements the prospectus dated May 7, 2015, as supplemented by prospectus supplement No. 1 dated May 14, 2015, prospectus supplement No. 2 dated June 2, 2015, prospectus supplement No. 3 dated June 15, 2015, prospectus supplement No. 4 dated June 23, 2015, prospectus supplement No. 5 dated August 6, 2015, prospectus supplement No. 6 dated August 12, 2015, prospectus supplement No. 7 dated August 28, 2015, prospectus supplement No. 8 dated September 1, 2015, prospectus supplement No. 9 dated September 4, 2015, prospectus supplement No. 10 dated September 10, 2015, prospectus supplement No. 11 dated September 15, 2015, prospectus supplement No. 12 dated September 16, 2015, prospectus supplement No. 13 dated September 18, 2015, prospectus supplement No. 14 dated September 21, 2015, prospectus supplement No. 15 dated September 22, 2015, prospectus supplement No. 16 dated September 24, 2015, prospectus supplement No. 17 dated October 20, 2015, and prospectus supplement No. 18 dated November 16, 2015, prospectus supplement No. 19 dated December 8, 2015, prospectus supplement No. 20 dated December 11,2015, prospectus supplement No. 21 dated December 21, 2015, prospectus supplement No. 22 dated December 29, 2015, prospectus supplement No. 23 dated December 29, 2015 and prospectus supplement No. 24 dated December 29, 2015 (the “Prospectus”), which relates to the offering of the securities of Great Basin Scientific, Inc. (the “Company,” “we,” or “our”) that are underlying the Series A Warrants that we issued in our initial public offering, which closed on October 15, 2014 (our “IPO”). The securities underlying the Series A Warrants include (i) 1,322,500 shares of our common stock and 1,322,500 of our Series B Warrants, which are issuable upon the exercise of the 1,322,500 outstanding Series A Warrants that we issued in our IPO, and (ii) 1,322,500 shares of our common stock, which are issuable upon the exercise of the 1,322,500 Series B Warrants that are issuable under this Prospectus.
Each Series A Warrant is exercisable for one share of common stock and one Series B Warrant. The Series A Warrants were initially exercisable at an exercise price of $7.00 per share; however, as a result of the offering of additional units by the Company on February 25, 2015, the Series A Warrants are now exercisable at an exercise price of $2.20 per share. The Series A Warrants expired on October 15, 2015. The Series B Warrants were not issued in our IPO and will only be issued upon the exercise of the Series A Warrants, with each Series B Warrant being exercisable for one share of common stock. The Series B Warrants are immediately exercisable upon issuance at an initial exercise price of $8.75 per share and expire on the sixth anniversary of the date of issuance.
This prospectus supplement incorporates into our Prospectus the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 8, 2016.
This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.
Our common stock is listed on The NASDAQ Capital Market under the symbol “GBSN”. On February 18, 2016, the closing sale price of our common stock on The NASDAQ Capital Market was $0.22 per share.
AN INVESTMENT IN OUR SECURITIES INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK
FACTORS” BEGINNING ON PAGE 13 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this
prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 19, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2015
| GREAT BASIN SCIENTIFIC, INC. | ||||
| (Exact name of registrant as specified in its charter) | ||||
| Delaware | 001-36662 | 83-0361454 | ||
| (State or other jurisdiction of incorporation) | Commission File Number) | (IRS Employer Identification No.) | ||
| 2441 South 3850 West, Salt Lake City, UT | ||||
| (Address of principal executive offices) | ||||
| 84120 | ||||
| (Zip code) | ||||
| (801) 990-1055 | ||||
| (Registrant’s telephone number, including area code) | ||||
| N/A | ||||
| (Former name or former address, if changed since last report.) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Other Events.
As previously disclosed on the Current Report on Form 8-K filed with the SEC on October 15, 2014, On October 8, 2014, Great Basin Scientific, Inc. (the “Company”), in connection with the closing of the initial public offering of units of the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with Dawson James Securities, Inc. (“Dawson James”). On February 8, 2016, with neither party admitting any liability, the Company and Dawson James entered into a settlement agreement (the transactions contemplated therein are referred to herein as the “Settlement”) in relation to a disagreement between the Company and Dawson James regarding performance under the Underwriting Agreement. In connection with the Settlement and in exchange for a one-time cash payment of $80,000, Dawson James agreed to terminate its right of first refusal as set forth Section 7.3 of the Underwriting Agreement and both parties provided mutual releases to the other party from any and all claims, expenses, debts, demands, costs, contracts, liabilities, obligations, actions and causes of action of every nature, whether known or unknown, whether in law or in equity, including without limitation, any other claims or events which existed or may have existed, through the date of the Settlement.
In connection with the Settlement, on February 8, 2016, the Company and Dawson James entered into a consulting agreement pursuant to which Dawson James has agreed to provide us with financial advisory services for the 12-month term of the agreement in consideration of us paying them an aggregate consulting fee of $800,000 (payable $200,000 upon execution of the consulting agreement and $50,000 at the beginning of each month for twelve months beginning on March 2, 2016).
The above is a summary of the material terms of the Settlement Agreement and Consulting Agreement and is qualified in its entirety by the full terms of such agreement which are attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 9.01 Financial Statements and Exhibits
| EXHIBIT | DESCRIPTION | |
| 10.1 | Settlement Agreement with Dawson James | |
| 10.2 | Consulting Agreement with Dawson James | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREAT BASIN SCIENTIFIC, INC. | ||
| Date: February 8, 2016 | By: | /s/ Ryan Ashton |
| Ryan Ashton | ||
| President and Chief Executive Officer | ||
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EXHIBIT INDEX
| EXHIBIT | DESCRIPTION | |
| 10.1 | Settlement Agreement with Dawson James | |
| 10.2 | Consulting Agreement with Dawson James | |
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