GREAT BASIN SCIENTIFIC, INC. (NASDAQ:GBSN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

As previously disclosed in the Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission 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 the Companys 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).

On February 17, 2017, the Company and that certain 2016 Note
Buyer holding enough of the 2016 Notes to constitute the required
holders under Section 19 of the 2016 Notes entered into an
amendment agreement to the 2016 Notes (the Amendment Agreement).

The Amendment Agreement amends the terms of the 2016 Notes to
provide that each holder may not sell, directly or indirectly
(including, without limitation, any sales, short sales, swaps or
any derivative transactions that would be equivalent to any sales
or short positions), shares of the common stock, par value
$0.0001 per share (the Common Stock), of the Company on any
trading day commencing on February 17, 2017 and ending with the
close of trading on May 1, 2017, inclusive (the Restricted
Period), in an amount that exceeds the greater of (i) 40% of such
holders Pro Rata Share (as defined below) of the trading volume
of the Common Stock on such day or (ii) such holders Pro-Rata
Share of $150,000 of gross sale proceeds received by the holder.
For the purposes hereof, Pro Rata Share means a fraction (i) the
numerator of which is the outstanding principal amount of such
holders 2016 Note on February 17, 2017 and (ii) the denominator
of which is the sum of (x) the outstanding principal amount of
such holders 2016 Note on February 17, 2017 and (y) the
outstanding principal amounts of all other 2016 Notes on February
17, 2017. Additionally, no holder will be able to sell any shares
of Common Stock on the date the Company effects a reverse stock
split and on the two (2) trading days immediately following such
date.

The Amendment Agreement also amended the conversion price of the
2016 Notes to be the lowest of (x) $0.50 per share, subject to
adjustment as provided therein, (y) 85% of the lower of (I) the
lowest Weighted Average Price (as defined in the 2016 Notes) of
the Common Stock and (II) the lowest closing bid price of the
Common Stock, in each case, during the five (5) consecutive
trading day period ending on, and including, the trading day on
which the holder delivers a conversion notice to the Company, and
(z) 85% of the Weighted Average Price of the Common Stock during
the period beginning at 9:30:01 a.m., New York time, and ending
at 1:00:00 p.m., New York time, on the delivery date of the
applicable conversion notice; provided, however, that during the
Restricted Period, the conversion price will not be lower than
85% of the Weighted Average Price of the Common Stock on the
delivery date of the applicable conversion notice.

The foregoing is a summary description of the material terms of
the Amendment Agreement 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
Item1.01

On February 10 through February 15, 2017, certain holders of the
2016 Notes, dated July 1, 2016, were issued shares of the
Companys common stock, par value $0.0001 per share (the Common
Stock), to Section 3(a)(9) of the U.S. Securities Act of 1933, as
amended (the Securities Act), in connection with conversions at
the election of such holders to the terms of the 2016 Notes.In
connection with the conversions, the Company issued 201,000,000
shares of Common Stock (the Conversion Shares). As per the terms
of the 2016 Notes, the Conversion Shares immediately reduced the
principal amount outstanding of the 2016 Notes by $317,610 based
upon a conversion price between $0.00126 and $0.00189 per share.
The issuance of the Conversion Shares to the conversion of the
2016 Notes described herein is exempt from registration under the
Securities Act to the provisions of Section3(a)(9) thereof as
securities exchanged by the issuer with its existing security
holders exclusively where no commission or other remuneration is
paid or given directly or indirectly for soliciting such
exchange.

As of February 16, 2017, a total principal amount of $3.5 million
of the 2016 Notes has been converted into shares of Common Stock.
Approximately $34.3 million in principal remains to be converted.
Restrictions on a total of $11.0 million in the Companys
restricted cash accounts has been released including $6.0 million
at closing and $5.0 million in early releases from the restricted
cash accounts. $19.7 million remains in the restricted cash
accounts to have the restrictions removed and become available to
the Company at future dates to terms of the 2016 Notes.

As of February 16, 2017, there are 1,079,273,911 shares of Common
Stock issued and outstanding.

The information disclosed in Item1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item3.03.

In connection with the conversion of a portion of the principal
outstanding under the 2016 Notes in Item 3.02 hereof (the
Conversions), the exercise prices of certain of our issued and
outstanding securities were automatically adjusted to take into
account the conversion price of the 2016 Notes.The exercise
prices of the following securities were adjusted as follows.

Class A and Class B Warrants

As of February 15, 2017, the Company had outstanding Class A
Warrants to purchase 48 shares of Common Stock and Class B
Warrants to purchase 29 shares of Common Stock. The Class A and
Class B Warrants include a provision which provides that the
exercise price of the Class A and Class B Warrants will be
adjusted in connection with certain equity issuances by the
Company.The consummation of the Conversions triggers an
adjustment to the exercise price of the Class A and Class B
Warrants.Therefore, as of February 15, 2017, the exercise price
for the Class A and Class B Warrants was adjusted from $0.0018 to
$0.00126 per share of Common Stock.

Common Stock Warrants

As of February 15, 2017, the Company had outstanding certain
Common Stock warrants to purchase2 shares of Common Stock.As a
result of the Conversions, as of February 15, 2017, the exercise
price for certain Common Stock warrants was adjusted from $0.0018
to $0.00126 per share of common stock.

Series B Warrants

As of February 15, 2017, the Company had outstanding Series B
Warrants to purchase 34 shares of Common Stock.The Series B
Warrants include a provision which provides that the exercise
prices of the Series B Warrants will be adjusted in connection
with certain equity issuances by the Company.As a result of the
Conversions, as of February 15, 2017, the exercise price for
Series B Warrants was adjusted from $361,012 to $355,106 per
share of Common Stock.

Series D and 2015 Subordination Warrants

As of February 15, 2017, the Company had outstanding Series D
Warrants to purchase 2,361,468 shares of Common Stock and 2015
Subordination Warrants to purchase 71,129 shares of Common Stock.
The Series D and 2015 Subordination Warrants include a provision
which provides that the exercise prices of the Series D and 2015
Subordination Warrants will be adjusted in connection with
certain equity issuances by the Company.The consummation of the
Conversions triggers an adjustment to the exercise price of the
Series D and 2015 Subordination Warrants.Therefore, as of
February 15, 2017, the exercise price for the Series D and 2015
Subordination Warrants was adjusted from $0.0018 to $0.00126 per
share of Common Stock.

Series G Warrants

As of February 15, 2017, the Company had outstanding Series G
Warrants to purchase 159 shares of Common Stock. The Series G
Warrants include a provision which provides that the exercise
price of the Series G Warrants will be adjusted in connection
with certain equity issuances by the Company. The consummation of
the Conversions triggers an adjustment to the exercise price of
the Series G Warrants.Therefore, as of February 15, 2017, the
exercise price for the Series G Warrants was adjusted from
$0.0018 to $0.00126 per share of Common Stock.

Series H and 2016 Subordination Warrants

As of February 15, 2017, the Company had outstanding Series H
Warrants to purchase 2,346 shares of Common Stock and 2016
Subordination Warrants to purchase 71 shares of Common Stock. The
Series H and 2016 Subordination Warrants include a provision
which provides that the exercise prices of the Series H and 2016
Subordination Warrants will be adjusted in connection with
certain equity issuances by the Company.The consummation of the
Conversions triggers an adjustment to the exercise price of the
Series H and 2016 Subordination Warrants.Therefore, as of
February 3, 2017, the exercise price for the Series H and 2016
Subordination Warrants was adjusted from $0.0018 to $0.00126 per
share of Common Stock.

Series F Convertible Preferred Stock

As of February 15, 2017, the Company has outstanding 5,860 shares
of Series F Convertible Preferred Stock.The Series F Convertible
Preferred Stock includes a provision which provides that the
conversion price of the Series F Convertible Preferred Stock will
be adjusted in connection with certain equity issuances by the
Company.As a result of the Conversions, as of February 15, 2017,
the conversion price for the Series F Convertible Preferred Stock
was adjusted from $0.0018 to $0.00126 per share of Common Stock.

* Filed herewith

About GREAT BASIN SCIENTIFIC, INC. (NASDAQ:GBSN)

Great Basin Scientific, Inc. is a molecular diagnostic testing company. The Company is focused on the development and commercialization of its molecular diagnostic platform designed to test for infectious diseases, especially hospital-acquired infections. Its commercially available tests are clostridium difficile (C. diff) and Group B Strep. Its system includes an analyzer and a diagnostic cartridge. Each analyzer contains a module into, which individual test cartridges are placed. Its other diagnostic assays in the late stages of product development include a pre-surgical nasal screen for Staphylococcus aureus (SA), food borne pathogen panel, panel for candida blood infections, test for pertussis and a test for Chlamydia tracomatis (CT)/Neisseria gonorrhea (NG). The Company also has a pipeline of assays in an early stage of development, including respiratory testing and sepsis (blood infection) panels. It markets a platform of molecular testing in small to medium sized hospitals.

GREAT BASIN SCIENTIFIC, INC. (NASDAQ:GBSN) Recent Trading Information

GREAT BASIN SCIENTIFIC, INC. (NASDAQ:GBSN) closed its last trading session 00.0000 at 0.0602 with 6,203 shares trading hands.