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 19, 2016

GREAT BASIN SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

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):

On February 19, 2016, Great Basin Scientific, Inc. (the “Company”) entered into subscription agreements with certain investors (the “Investors”) relating to the sale and issuance by the Company of up to (i) 39,200,000 Units (the “Units”), at a price of $0.16 per Unit, each of which consists of one share of the Company’s common stock and 1.5 Series E Warrants (the “Series E Warrants”), each whole Series E Warrant to purchase one share of the Company’s common stock at an exercise price of $0.25 per share of common stock (a “Warrant Share”) (the “Offering”). The Units will not be issued or certificated. The Investors will receive only shares of common stock and Series E Warrants. The common stock and the Series E Warrants may be transferred separately immediately upon issuance.

The Series E Warrants are exercisable beginning one year and one day from the date of issuance, but only if the Company has obtained stockholder approval (i) for the issuance of shares of common stock issuable upon the exercise of the Series E Warrants pursuant to the applicable rules and regulations of the NASDAQ Capital Market, (the “Warrant Exercise Approval”) and (ii) to effect an additional reverse split of the Company’s common stock and/or increase its authorized shares of common stock so as to permit the exercise in full of the Series E Warrants, (the “Increased Shares Amendment” together with the Warrant Exercise Approval, the “Stockholder Approval”) and will expire on the fifth anniversary of the date they first become exercisable.

The Company has agreed to obtain the Stockholder Approval no later than the first anniversary of the issuance of the Series E Warrants. In the event that the Company does not obtain stockholder approval for the Increased Shares Amendment on or prior to the one-year anniversary of the issuance of the Series E Warrants, the Company will be required to pay liquidated damages in the aggregate amount of $750,000. In the event the Company is unable to obtain stockholder approval for the Warrant Exercise Approval no liquidated damages will be payable for such failure and the Series E Warrants will not be exercisable.

The exercise price of the Series E Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. The exercise price of the Series E Warrants is also subject to anti-dilution adjustments for any issuance of common stock or rights to acquire common stock for consideration per share less than the exercise price of the Series E Warrants from the date of the Placement Agent Agreement (as defined below) through one (1) year from the date of issuance. For purposes of these adjustments, dilutive issuances do not include securities issued under existing instruments, under board-approved equity incentive plans or in certain strategic transactions. Notwithstanding the foregoing, “dilutive issuances” shall include the Company’s outstanding convertible notes and any shares of common stock issued pursuant to such convertible notes.

On a date that is one (1) year from the date of issuance, the number of shares of common stock issuable upon the exercise of the Series E Warrants shall be increased to equal the difference, if positive, obtained by subtracting (x) the number of shares of common stock issuable upon the exercise of the Series E Warrants on the date of issuance (without regard to any limitations or restrictions on exercise of the Series E Warrant) (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of issuance), from (y) the lesser of (A) the Series E Warrant holder’s pro rata portion of 7% of the sum of the number of shares of common stock actually outstanding on a date that is one (1) year from the date of issuance, plus the number of shares of common stock deemed to be outstanding pursuant to the terms of the Series E Warrant, regardless of whether the options or convertible securities, as defined in the Series E Warrants, are actually exercisable at such time or (B) 200% of the shares of common stock issuable upon the exercise of the Series E Warrants on such date (without regard to any limitations or restrictions on exercise of the Series E Warrants) (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of issuance).

Under the terms of the subscription agreements, the Company agreed with the investors in the financing that for a period of ninety (90) days from the date hereof, the Company shall not, without the prior written consent of each investor who, together with its trading affiliates, purchases at least $1,000,000 of Units in the offering, directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock, other than Excluded Issuances as defined in the Series E Warrants and any shares of common stock issuable pursuant to the Notes as defined in the Series E Warrants.

The subscription agreement contains terms which restrict the ability of the investors from selling our shares of common stock acquired in the offering. As set forth in the subscription agreement, the investor agrees that the investor and each affiliate (as defined in Rule 405 under the Securities Act) of the investor which (x) has knowledge of the transactions contemplated by the subscription agreement, (y) has or shares discretion relating to the investor’s investments or trading or information concerning the investor’s investments, including in respect of the Securities, or (z) is subject to the investor’s review or input concerning such affiliate’s investments or trading (collectively, “Trading Affiliates”), the investor will not, and will cause its Trading Affiliates not to sell for their benefit any of the Company’s shares of common stock acquired in this offering for a period of five (5) trading days after February 19, 2016 (the “Lock-up Period”).

Further, for fifteen (15) trading days following the end of the Lock-up Period, any investor, that either alone or together with its Trading Affiliates, purchases 200,000 shares of the Company’s common stock in the offering will be limited to selling no more than their pro-rata portion of 30% of the daily trading volume of the common stock on such trading day. Each investor’s pro-rata portion will be calculated as the quotient of (A) the number of shares of the Company’s common stock purchased by the investor and its Trading Affiliates divided by (B) the aggregate number of shares of the Company’s common stock sold by pursuant to the offering.

The volume restrictions do not apply to any transaction in the Company’s common stock at or above $0.25 per share. The lock-up and volume restrictions can be waived. In a writing signed by (i) the Company and (ii) each investor who, together with its Trading Affiliates, purchases at least $1,000,000 of Units in the offering provided, however, that no such amendment or waiver shall be effective as to any other investor until it has received written notice thereof from the Company, which notice may be given pursuant to a generally disseminated press release.

In addition, on February 19, 2016, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s agent for the sale of the Units to the public in the Offering. The Company agreed to pay the Placement Agent a cash fee equal to 5.25% of the gross proceeds from the Offering. The Company will reimburse the Placement Agent for its reasonable out-of-pocket expenses up to $125,000. The Company estimates that the total expenses of the Offering, excluding the placement agent fees, will be approximately $350,000.

The Company expects the Offering to close on or about February 24, 2016, subject to the satisfaction of customary closing conditions including the approval of the Nasdaq Capital Markets. The Placement Agent Agreement contains customary representations, warranties and covenants of the Company and provides that the Company will indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to reimburse the Placement Agent for payments that the Placement Agent may be required to make because of such liabilities.

The Company conducted the Offering pursuant to a Registration Statement on Form S-1 (File No. 333-207761) (including the additional registration statement filed with respect thereto pursuant to Rule 462(b)), which was declared effective by the Securities and Exchange Commission on February 16, 2016.

The foregoing descriptions of the Placement Agent Agreement, the Subscription Agreements and the Series E Warrant are a summary description of the material terms thereof and is qualified in its entirety by reference to the full text of the Placement Agent Agreement, the Subscription Agreements and the Series E Warrant, which are incorporated by reference hereto and filed as Exhibits 10.1, 10.2 and 10.3, respectively, to the this Current Report on Form 8-K.

On February 19, 2016, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.

EXHIBIT INDEX