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): August 29, 2016
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.) |
420 E. South Temple, Suite 520, Salt Lake City, UT
(Address of principal executive offices)
84111
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities
On August 29 through August 30, certain holders of the 2015 Notes were issued shares of the Company’s common stock pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the pre-installment amount converted for the amortization date of August 31, 2016. In connection with the pre-installments, the Company issued 800,000 shares of common stock upon the conversion of $312,320 principal amount of 2015 Notes at a conversion price of $0.39. No funds from the restricted cash accounts were released for use by the Company.
On August 31 in accordance with the terms of the 2015 Notes certain holders of the Notes elected to defer $13,117,378 of principal that had previously been converted in connection with the amortization date of August 31, 2016. The 33,599,841 shares of common stock that had previously been issued in connection with the August 31, 2016 amortization date will be applied as a credit against future issuances. Pursuant to these deferrals the remaining principal balance of the 2015 Notes as of the August 31 installment date was $18,405,136.
On August 31 through September 2 certain holders of the 2015 Notes were issued shares of the Company’s common stock pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the pre-installment amount converted for the amortization date of September 30, 2016. In connection with the pre-installments, the Company issued 11,050,000 shares of common stock and applied 20,812,754 of previously issued shares upon the conversion of $6,372,551 principal amount of 2015 Notes at a conversion price of $0.20.
As of September 2, 2016 a total principal amount of $10,067,364 of the 2015 Notes has been converted into shares of common stock and $12,032,636 principal remains to be converted, subject to deferrals. A total of $11.3 million of the proceeds from the 2015 Notes has been released to the Company including $4.6 million at closing and $6.7 million from the restricted cash accounts. $7.1 million remains in the restricted accounts to be released to the Company upon future installments.
The Company previously filed an 8-K on August 26, 2016 and reported 47,924,986 shares outstanding, therefore as of September 2, 2016 there are 59,774,986 shares of common stock issued and outstanding.
Item 3.03 Material Modifications to Rights of Security Holders
On August 31, 2016, the Company adjusted the conversion price of the 2015 Notes pursuant to the terms of the 2015 Notes. The conversion price was adjusted from $0.39 to $0.20.
In connection with the conversions described in Item 3.02 hereof (the “Conversions”), the exercise prices or conversion prices of certain of our issued and outstanding securities were automatically adjusted to take into account the conversion prices of the 2015 Notes. The exercise prices of the following securities were adjusted as follows.
Class A and Class B Warrants
As of August 31, 2016, the Company had outstanding Class A Warrants to purchase 755 shares and Class B Warrants to purchase 640 shares of common stock of the Company. The Class A and Class B Warrants include a provision which provides that the exercise price of the Class A and Class B Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Class A and Class B Warrants. Therefore, on August 31, 2016, the exercise price for the Class A and Class B Warrants was adjusted from $0.39 per share of common stock to $0.20 per share of common stock.
Common Stock Warrants
As of August 31, 2016, the Company had outstanding certain common stock warrants to purchase 18 shares of common stock of the Company. As a result of the Conversions, on August 31, 2016, the exercise price for certain Common Warrants was adjusted from $0.39 per share of common stock to $0.20 per share of common stock.
Series G Warrants
As of August 31, 2016, the Company had outstanding Series G Warrants to purchase 3,075,000 shares of common stock of the Company. The Series G Warrants include a provision which provides that the exercise price of the Series G Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Series G Warrants. Therefore, on August 31, 2016, the exercise price for the Series G Warrants was adjusted from $0.39 per share of common stock to $0.20 per share of common stock.
Item 8.01 Other Events.
On August 31, 2016, the Company received notices of deferral pursuant to section 8(d) of the Company’s 2015 Notes from holders of such 2015 Notes notifying the Company of each such holder’s election to defer $1,628,236 of the installment amounts due such holders on September 30, 2016 (for which a pre-installment payment was due on August 31, 2016) until the next installment date of October 31, 2016 (for which pre-installment will be due on September 30, 2016).
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: September 2, 2016 | By: | /s/ Ryan Ashton |
| Ryan Ashton | ||
| President and Chief Executive Officer |