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

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

Item 1.01 Entry into a Material Definitive Agreement

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 issuance and sale by the Company 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 March 3, 2017, the Company and one of the 2016 Note Buyers
entered into an agreement (the Note Redemption Agreement), to
which the Company agreed to redeem $1,176,197 of the 2016 Note
(the Redemption Note) held by such 2016 Note Buyer for an
aggregate redemption price of $1,176,197 (the Redemption Price),
which will satisfy such Redemption Note in full. The Company will
pay the Redemption Price for the Redemption Notes from cash held
in the restricted accounts of the Company. After the redemption,
the principal amount of the remaining 2016 Notes will be reduced
from $33.4 million to $32.2 million.

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

Item 3.02 Unregistered Sales of Equity Securities

On February 27 and February 28, 2017, certain holders of 2016
Notes were issued shares of common stock, par value $0.0001 per
share (the Common Stock), of the Company 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 110,630,582 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 $75,229 based upon a conversion
price of $0.00068 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
Section 3(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 March 3, 2017, a total principal amount of $3.9 million of
the 2016 Notes has been converted into shares of Common
Stock.Approximately $32.2 million in principal remains to be
converted. Restrictions on a total of $12.1 million in the
Companys restricted cash accounts has been released including
$6.0 million at closing and $6.1 million in early releases from
the restricted cash accounts. $17.0 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 March 3, 2017, there are 1,485,904,493 shares of Common
Stock issued and outstanding of the 1,500,000,000 shares
authorized.

Item 3.03 Material Modifications 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.

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 March 3, 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 27, 2017, the exercise price for the Class A and
Class B Warrants was adjusted from $0.00085 to $0.00068 per share
of Common Stock.

Common Stock Warrants

As of March 3, 2017, the Company had outstanding certain Common
Stock warrants to purchase 2 shares of Common Stock. As a result
of the Conversions, as of February 27, 2017, the exercise price
for certain Common Stock warrants was adjusted from $0.00085 to
$0.00068 per share of common stock.

Series B Warrants

As of March 3, 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 27, 2017, the exercise price for
Series B Warrants was adjusted from $336,254 to $330,251 per
share of Common Stock.

Series D and 2015 Subordination Warrants

As of March 3, 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 27, 2017, the exercise price for the Series D and 2015
Subordination Warrants was adjusted from $0.00085 to $0.00068 per
share of Common Stock.

Series G Warrants

As of March 3, 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 27, 2017, the
exercise price for the Series G Warrants was adjusted from
$0.00085 to $0.00068 per share of Common Stock.

Series H and 2016 Subordination Warrants

As of March 3, 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 27, 2017, the exercise price for the Series H and 2016
Subordination Warrants was adjusted from $0.00085 to $0.00068 per
share of Common Stock.

Series F Convertible Preferred Stock

As of March 3, 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 27, 2017, the conversion price for the Series F
Convertible Preferred Stock was adjusted from $0.00085 to
$0.00068 per share of Common Stock.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February 27, 2017, the board of directors of the Company (the
Board) approved the Companys entry into a Director and Officer
Indemnification Agreement (the Indemnification Agreement) with
each of its directors and such other officers as the Board
determines from time to time (each, an Indemnitee).This approval
formalizes the Companys intention, disclosed at the time of its
initial public offering and in subsequent filings, to enter into
such agreements with its directors and officers upon their
respective appointments.

to the terms of the Indemnification Agreement, the Company must
indemnify each Indemnitee if the Indemnitee is a party to or
threatened to be made a party to any proceeding by reason of the
fact that the Indemnitee is or was a director or officer of the
Company, or is or was serving at the request of the Company as a
director, officer, employee, or agent of another entity, against
all expenses, judgments, fines and penalties actually and
reasonably incurred by the Indemnitee in connection with the
defense or settlement of such proceeding. The indemnification
must be provided only if the Indemnitee acted in good faith and
in a manner which he reasonably believed to be in the best
interests of the Company, or, in the case of a criminal action or
proceeding, had no reasonable cause to believe that his conduct
was unlawful. If the proceeding is brought by or in the right of
the Company, the Company need not provide indemnification for
expenses if the Indemnitee is judged to be liable to the Company,
unless the court in which the proceeding is brought determines
that, despite the adjudication of liability, but in view of all
the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for expenses as the court deems
proper. No indemnification may be provided in connection with any
proceeding charging improper personal benefit to the Indemnitee,
whether or not involving action in his official capacity, in
which he is judged liable on the basis that personal benefit was
improperly received by him. The Company must advance all
reasonable expenses to the Indemnitee in connection with a
proceeding within 5 days after receipt of a notice from the
Indemnitee requesting the advance. The notice must include
reasonable evidence of the expenses and must be preceded or
accompanied by an undertaking by or on behalf of the Indemnitee
to repay any expenses advanced if it is determined that the
Indemnitee is not entitled to be indemnified against the
expenses. Notwithstanding the Indemnification Agreement, the
Company must indemnify the Indemnitee to the full extent
permitted by law, whether or not such indemnification is
specifically authorized by the other provisions of the
Indemnification Agreement, the Companys Certificate of
Incorporation, the Bylaws, or by statute.

The term of the Indemnification Agreement will continue until the
later of: (a) 10 years after the date that the Indemnitee ceases
to serve as a director or officer, or (b) the final termination
of all pending proceedings in respect of which the Indemnitee is
granted rights of indemnification or advancement of expenses
under the Indemnification Agreement.

The Indemnitee is not entitled to indemnification or advancement
of expenses under the Indemnification Agreement with respect to
any proceeding brought or made by him against the Company.

The foregoing is only summary of the form of Indemnification
Agreement attached to this Current Report as Exhibit 10.1 and is
qualified in its entirety by the full text of the Indemnification
Agreement, which is incorporated into this Item 5.02 by
reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

*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.