Attached files
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| EX-3.1 - Great Basin Scientific, Inc. | ex3_1.htm |
| EX-10.1 - Great Basin Scientific, Inc. | ex10_1.htm |
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 27, 2015
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GREAT BASIN SCIENTIFIC, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-36662
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83-0361454
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(State or other jurisdiction of incorporation)
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Commission
File Number)
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(IRS Employer
Identification No.)
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2441 South 3850 West, Salt Lake City, UT
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(Address of principal executive offices)
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84120
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(Zip code)
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(801) 990-1055
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report.)
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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):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Director
On May 27, 2015 the stockholders of Great Basin Scientific, Inc. (the “Company”) at the 2015 annual meeting of stockholders (the “Annual Meeting”) elected Kirk Calhoun as a new Class I director of the Company. A discussion of Mr. Calhoun’s qualifications and experience, as well as his committee assignments and any other information required to be disclosed, is available under the headings “Proposal 1: Election of Two Class I Directors,” and “Executive Officers and Directors” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2015 (the “Proxy Statement”) and is incorporated herein by reference.
Amendment to the Great Basin Scientific, Inc. 2014 Omnibus Incentive Plan
At the Annual Meeting, the stockholders of the Company also approved an amendment to the Great Basin Scientific, Inc. 2014 Omnibus Incentive Plan (the “2014 Plan”). The amendment expanded the aggregate number of shares of common stock that may be issued under all awards under the 2014 Plan from 500,000 to 2,940,000, including the same increase in the number of shares of common stock that may be issued under all incentive stock options under the 2014 Plan. In addition, the 2014 Plan was amended to add an evergreen provision to the 2014 Plan whereby the amount of shares of common stock available under all awards under the 2014 Plan will increase automatically, if necessary, each fiscal quarter based on the then-current amount of shares outstanding.
A discussion of the 2014 Plan is available under the heading “Proposal 3: Approval of Amendment to the Great Basin Scientific, Inc. 2014 Omnibus Incentive Plan” in the Proxy Statement and is incorporated herein by reference.
A copy of the amended 2014 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The discussion above is qualified in its entirety by reference to the full text of the amended 2014 Plan.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the stockholders of the Company approved an amendment to its Seventh Amended and Restated Certificate of Incorporation (the “Certificate”). Effective June 2, 2015, the Company filed the certificate of amendment to the Certificate to increase the number shares of authorized common stock from 50,000,000 to 200,000,000.
A copy of the certificate of amendment to the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The discussion above is qualified in its entirety by reference to the full text of the certificate of amendment.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2015, the Company held the Annual Meeting. The matters voted on and the results of the votes were as follows:
2
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1.
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The stockholders elected the following nominees to serve as Class I members to the Board of Directors to serve for a term of three years or until their successors are duly elected and qualified.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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David Spafford
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3,351,991
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2,281
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1,250
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653,045
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Kirk Calhoun
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3,354,087
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185
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1,250
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653,045
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2.
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The stockholders approved an amendment to the Certificate to increase the number of shares of authorized common stock from 50,000,000 to 200,000,000.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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3,882,625
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106,703
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19,239
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—
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3.
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The stockholders (i) approved an amendment to the 2014 Plan to expand the aggregate number of shares of common stock that may be issued under all awards under the 2014 Plan from 500,000 to 2,940,000, including the same increase in the number of shares of common stock that may be issued under all incentive stock options under the 2014 Plan, which is to account for the additional shares of common stock underlying our Series E Convertible Preferred Stock that will be eligible for conversion into shares of common stock in August 2015 or earlier if certain conditions are met, and (ii) approved the addition of an evergreen provision to the 2014 Plan whereby the amount of shares of common stock available under all awards under the 2014 Plan will increase automatically, if necessary, each fiscal quarter based on the then-current amount of shares outstanding.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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3,344,072
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8,422
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3,028
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653,045
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4.
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The stockholders approved the performance measures available under the 2014 Plan for the purpose of complying with Section 162(m) of the Internal Revenue Code of 1986.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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3,348,362
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3,385
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3,775
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653,045
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5.
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The stockholders ratified the selection of Mantyla McReynolds LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2015.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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3,987,408
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141
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21,018
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—
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3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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3.1
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Certificate of Amendment to the Seventh Amended and Restated Certificate of Incorporation of Great Basin Scientific, Inc.
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10.1
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Great Basin Scientific, Inc. 2014 Omnibus Incentive Plan, as amended.
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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.
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GREAT BASIN SCIENTIFIC, INC.
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Date: June 2, 2015
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By:
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/s/ Ryan Ashton
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Ryan Ashton
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President and Chief Executive Officer
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\
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EXHIBIT INDEX
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Exhibit Number
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Description
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3.1
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Certificate of Amendment to the Seventh Amended and Restated Certificate of Incorporation of Great Basin Scientific, Inc.
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10.1
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Great Basin Scientific, Inc. 2014 Omnibus Incentive Plan, as amended.
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