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): May 24, 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 (see General Instruction A.2 below):
| ¨ | 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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on the Current Report on Form 8-K filed with the SEC on December 29, 2015, on December 28, 2015, Great Basin Scientific, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) in relation to the issuance and sale by the Company to certain buyers as set forth in the Schedule of Buyers attached to the SPA (the “Buyers”) of $22.1 million aggregate principal amount of senior secured convertible notes (the “Notes”) and related Series D common stock purchase warrants (the “Warrants”) exercisable to acquire 3,503,116 shares of common stock.
On May 24, 2016, the Company and certain buyers holding enough of the Notes and Series D Warrants to constitute the required holders under Section 9(e) of the SPA and Section 19 of the Notes entered into waiver agreements to waive (i) the breach by the Company of Section 4(n)(ii) of the SPA solely with respect to (x) the Company’s filing of the Registration Statement on Form S-1 (No. 333-211334) related to an offering of Units, (y) the Company’s filing of an amendment to the Registration Statement onForm S-1 (No. 333-211334) in the calendar week starting on May 23, 2016 and (z) the Company’s consummation of the offering of Units pursuant to the Registration Statement on Form S-1 (No. 333-211334), as amended on May 24, 2016, and (ii) the event of default arising under Section 4(a)(x) of the Notes due to the Company’s failure to comply with Section 4(n)(ii) of the SPA as described in the immediately preceding clause (i) above.
The foregoing is a summary description of the material terms of the Waiver Agreement and is qualified in its entirety by the form of the Waiver Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference to this Item 1.01.
Item 3.03 Material Modifications to Rights of Security Holders
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits
| | |
| EXHIBIT | | DESCRIPTION |
| |
| 10.1 | | Form of Waiver Agreement |
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.
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| | | | GREAT BASIN SCIENTIFIC, INC. |
| | |
| Date: March 24, 2016 | | By: | | /s/ Ryan Ashton |
| | | | Ryan Ashton |
| | | | President and Chief Executive Officer |
EXHIBIT INDEX
| | |
| EXHIBIT | | DESCRIPTION |
| |
| 10.1 | | Form of Waiver Agreement |
