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 31, 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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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 8.01 Other Events.
As disclosed previously, Great Basin Scientific, Inc. (the “Company”) sold 2,724,000 units (“Units”) pursuant to a prospectus dated February 25, 2015 (the “Prospectus”). Each Unit consisted of one share of Series E Convertible Preferred Stock and eight Series C Warrants. Each share of Series E Convertible Preferred Stock is convertible into four shares of common stock of the Company (“Common Stock”) at the option of the holder. The Series C Warrants may be exercised for cash at an exercise price of $2.55 or on a cashless basis pursuant to a formula disclosed in the Prospectus. In the event of a cashless exercise, the Company has the right to settle such an exercise through the issuance of shares of Common Stock or through a cash payment.
The Series E Convertible Preferred Stock and Series C Warrants became convertible or exercisable, respectively, on August 25, 2015. Prior to August 25, 2015, however, each share of Series E Convertible Preferred Stock and each Series C Warrant were convertible or exercisable, respectively, on an early basis, if the holder of the Units elected to exercise all of the holder’s Series C Warrants for cash. As of August 12, 2015, the date of the Company’s Current Report on Form 10-Q, the Company had issued 192,000 shares of Common Stock pursuant to the early conversion of 48,000 shares of Series E Convertible Preferred Stock. In addition, the Company had issued 384,000 shares of Common Stock pursuant to early exercises of 384,000 Series C Warrants for cash in the amount of $979,200. No additional Series C Warrants were exercised prior to August 25, 2015.
From August 25, 2015 to the date of this report, 494,750 shares of Series E Convertible Preferred Stock have been converted and the Company has issued 1,979,000 shares of Common Stock to settle these conversions. In addition, 2,764,960 Series C Warrants have been exercised via the cashless exercise provision in the warrant resulting in the issuance of 17,730,172 shares of Common Stock. As of the date of this report, there are 26,998,860 shares of Common Stock issued and outstanding.
As of the date of this report, there are 2,181,250 shares of Series E Convertible Preferred Stock outstanding and 18,643,040 Series C Warrants outstanding.
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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: August 31, 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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