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EX-10.1 - EXHIBIT 10.1 - Great Basin Scientific, Inc.v457421_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): January 23, 2017

 

 

 

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 Instructions 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 1.01Entry into a Material Definitive Agreement.

 

As previously disclosed on the Current Report on Form 8-K filed with the SEC on June 29, 2016, on June 29, 2016, Great Basin Scientific, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “2016 SPA”) in relation to our issuance and sale to certain buyers as set forth in the Schedule of Buyers attached to the 2016 SPA (the “ 2016 Note Buyers”) of $75 million aggregate principal amount of senior secured convertible notes (the “2016 Notes”) and related Series H common stock purchase warrants (the “Series H Warrants”).

 

On January 23, 2017, the Company and certain 2016 Note Buyers holding enough of the 2016 Notes to constitute the required holders under Section 19 of the 2016 Notes entered into separate agreements (each, an “Amendment Agreement”). Pursuant to the terms of the Amendment Agreements, our 2016 Notes were amended such that with respect to any conversion notices to convert any 2016 Note delivered to the Company during the period from January 24, 2017 to February 17, 2017, the conversion price of such 2016 Note may not be lower than 90% of the weighted average price of our common stock on the delivery date of the applicable conversion notice.

 

Also Pursuant to the terms of the Amendment Agreements, all of the 2016 Notes were amended to alter the leak-out provisions previously added to the 2016 Notes pursuant to the amendment agreements entered into between the Company and the 2016 Note Buyers on January 22, 2017, as reported in the Company’s Current Report on Form 8-K filed on January 23, 2017.

 

The Amendment Agreements amend the terms of the 2016 Notes to change the restriction percentage from 55% to the Holder’s pro rata percentage of 45% of the trading volume of our common stock, unless our common stock is then trading above $0.50 (as adjusted for stock splits, stock dividends, recapitalizations and similar events).

 

The foregoing is a summary description of the material terms of the Amendment Agreements and is qualified in its entirety by the form of Amendment Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference to this Item 1.01.

 

Item 3.03Material Modification 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 9.01Financial Statements and Exhibits

 

Exhibit   Description
   

10.1

  Form of Amendment 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.

 

            GREAT BASIN SCIENTIFIC, INC.
             
       
Date: January 24, 2017       By:   /s/ Ryan Ashton
            Ryan Ashton
            President and Chief Executive Officer