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.

Exchange Agreement

On April 7, 2017, Great Basin Scientific, Inc. (the Company)
entered into exchange agreements (the 2017 Exchange Agreements),
each by and between the Company and a holder of senior secured
convertible notes, dated July 1, 2016 (the Existing Notes),
and/or Series F Convertible Preferred Stock, $0.001 par value
(the Existing Preferred Stock), and/or warrants to purchase, in
the aggregate, approximately 2.4 million shares of common stock,
par value $0.0001 per share (the Common Stock), of the Company
(the Existing Warrants) (approximately 1,200 shares of our common
stock after the reverse stock split effective April 10, 2017) to
which the Company agreed to a three-stage restructuring of the
Existing Notes, Existing Preferred Stock and Existing Warrants as
follows:

Stage 1 Cash Release; Mandatory Note and Preferred Conversions;
Series B Exchange

Release of $800,000.

Each holder of the Existing Notes (collectively, the
Noteholders), to the extent such Existing Note had outstanding
restricted principal (reflecting a corresponding amount of
restricted cash held in a control account of the Company), such
Noteholder removed all restrictions on the Companys use of its
pro rata amount of $800,000 of such restricted cash, which
$800,000 is now available to be used by the Company to continue
to fund its ongoing operations.

Mandatory Note Conversion; Excess Profit Amount Deemed Prepayment
of Notes.

Mandatory Conversion of Existing Preferred Stock.

Each holder of Existing Preferred Stock (collectively, the
Preferred Holders) agreed that on April 13, 2017 such Preferred
Holders pro rata amount of 2,000 shares of Existing Preferred
Stock will be mandatorily converted into shares of Common Stock
at a conversion price equal to the greater of (x) $1.00 (after
giving effect to the Reverse Stock Split) (the Floor Price) and
(y) 85% of the lowest of the closing bid price of the Common
Stock on each trading day during the period commencing, and
including, the trading day immediately preceding the effective
date of the Reverse Stock Split through, and including, the
second trading day immediately following the effective date of
the Reverse Stock Split.

Series B Exchange.

On April 7, 2017, each Noteholder with Existing Notes with
outstanding restricted principal (approximately $16.0 million in
aggregate principal for all Existing Notes), agreed to exchange
such aggregate restricted principal amount of Existing Notes into
approximately $16 million in aggregate principal amount of new
2017 Series B Senior Secured Convertible Notes (the Series B
Notes).See Description of Notes below for a summary of the terms
and conditions thereof.

No Variable Rate Transactions.

As long as any Series A-1 Notes, Series A-2 Notes, Series B Notes
or Existing Preferred Stock remains outstanding, the Company
agreed not to consummate any variable rate transaction.

Initial Share Reservation.

Until May 30, 2017, the Company agreed to reserve all of our
outstanding shares of our common stock to the holders of Series B
Notes (except that we may use shares necessary to: (A) complete
the Qualified Financing (or such other financing as approved in
writing by the required Investors), (B) effect Mandatory
Conversions (as defined in the Series B Notes) of the Series B
Notes and (C) issue the shares of our common stock upon
conversion of the Existing Preferred Stock).

Stage 2 Qualified Financing Exchange

If prior to May 15, 2017, we obtain unrestricted access to at
least $6 million (or a lesser amount approved in writing by the
required Investors) in additional cash (whether through Mandatory
Conversions (as described below) of the Series B Notes and/or a
subsequent financing), the remaining Existing Notes, Existing
Preferred Stock and Existing Warrants will be exchanged (the
Qualified Financing Exchange) into 2017 Series A-1A Senior
Secured Convertible Notes (the Series A-1A Notes) and 2017 Series
A-1B Senior Secured Convertible Notes (the Series A-1B Notes, and
together with the Series A-1A Notes, the Series A-1 Notes) as
follows:

See Description of Notes below for a summary of the terms and
conditions thereof.

Stage 3 – Adjustment Exchange.

On January 2, 2018, solely if the Qualified Financing Exchange
has occurred and the aggregate amount outstanding under the
applicable Investors Series A-1 Notes exceeds the aggregate
amounts outstanding under the Investors Series B Notes (50% of
such excess, the Series A-2 Amount), the Company shall exchange
such portion of each such Investors Series A-1 Notes with an
aggregate principal amount equal to the Series A-2 Amount into
Series A-2 Notes (as defined below) in an aggregate principal
amount equal to the Series A-2 Amount (with Series A-1A Notes
being exchanged into series A-2A senior secured notes (the Series
A-2A Notes) and Series A-1B Notes being exchanged into series
A-2B senior secured notes (the Series A-2B Notes, and together
with the Series A-2A Notes, the Series A-2 Notes, and together
with the Series A-1 Notes and the Series B Notes, the Notes).See
Description of Notes below for a summary of the terms and
conditions thereof.

The foregoing is a summary description of the material terms of
the 2017 Exchange Agreements and is qualified in its entirety by
the text of the form of 2017 Exchange Agreement attached as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated
by reference to this Item 1.01.

Description of Notes

Ranking and Security Interest.

The Notes are senior secured obligations of the Company, secured
through a pledge and security agreement (the Security Agreement)
with the lead investor, in its capacity as collateral agent for
all holders of the Existing Notes (and upon each of the foregoing
exchanges, the Notes). The Security Agreement creates a first
priority security

interest in all of the Companys personal property of every kind
and description, tangible or intangible, whether currently owned
and existing or created or acquired in the future, including in
this collateral any and all cash released from the control
accounts described above. The Company agreed to certain
conditions on the Companys maintenance and use of the collateral,
including but not limited to the location of equipment and
inventory, the condition of equipment, the payment of taxes and
prevention of liens or encumbrances, the maintenance of
insurance, the protection of intellectual property rights, and
limitations on transfers and sales. Each holder of Series B Notes
may, at its option and at any time, seize all, or any part, of
our restricted cash related to such Series B Note of such holder
and apply it against the outstanding principal under such Series
B Note.

Upon the occurrence of an Event of Default under the Security
Agreement, the collateral agent will have certain rights
including taking control of the collateral and, in certain
circumstances, selling the collateral to cover obligations owed
to the holders of the convertible notes to its terms.

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

Maturity Date.

Unless earlier converted or redeemed, the Senior Convertible
Notes mature on April 10, 2019 (Maturity Date), subject to the
right of the investors to extend the date (i) if an event of
default under the Senior Convertible Notes has occurred and is
continuing or any event shall have occurred and be continuing
that with the passage of time and the failure to cure would
result in an event of default under the Senior Convertible Notes
and (ii) after the consummation of a fundamental transaction if
certain events occur.

Interest.

The Senior Convertible Notes do not bear interest unless an event
of default has occurred and is continuing, in which case the Note
shall bear interest at the rate of 8% per annum.

If a holder elects to convert or redeem all or any portion of a
Senior Convertible Note prior to the Maturity Date, all accrued
and unpaid interest on the amount being converted or redeemed
will also be payable. If the Company elects to redeem all or any
portion of a Senior Convertible Note prior to the Maturity Date,
all accrued and unpaid interest on the amount being redeemed will
also be payable.

Holder Optional Conversion.

Series B Notes

All amounts due under the Series B Notes are convertible at any
time, in whole or in part, at the option of the holders into
shares of the Common Stock at a fixed conversion price equal to
the greater of (A) the Floor Price and (B) the lower of the
closing bid price of the Common Stock on the trading day
immediately preceding the effective date and on the effective
date of the Reverse Stock Split.This conversion price is subject
to adjustment for stock splits, combinations or similar events .

Series A-1 Notes and Series A-2 Notes

All amounts due under the Series A-1 Notes and Series A-2 Notes
are convertible at any time after the 30th calendar day following
the consummation of a Qualified Financing, in whole or in part,
at the option of the holders into shares of the Common Stock at a
fixed conversion price calculated as follows (the Qualified
Financing Price):

This conversion price is subject to adjustment for stock splits,
combinations or similar events.

Mandatory Conversions; Release.

The Company has the right, subject to the satisfaction of equity
conditions or, with respect to the Series B Notes, except during
the period commencing on the third trading day immediately
following the Reverse Stock Split through and including the sixth
trading day immediately following the Reverse Stock Split (or
such earlier date that $8 million in Common Stock has publicly
traded), to require the conversion of the Notes into shares of
Common Stock at a conversion price equal to the greater of (x)
the Floor Price and (y) the lower of the conversion price then in
effect and 85% of the weighted average price of the Common Stock
on the notice date (or such other date as we may agree with the
applicable holder) (each, a Mandatory Conversion).Upon any
Mandatory Conversion of Series B Notes, the applicable holder is
required to unrestrict such aggregate amount of restricted cash
equal to the aggregate principal of the Series B Notes converted;
provided, that the Company is required to use a portion of such
newly unrestricted cash to redeem the Notes as follows:

Conversion Price Adjustments.

Series B Notes

Upon the occurrence of a Qualified Financing, the fixed
conversion price of the Series B Notes will adjust to the
Qualified Financing Price.

On January 2, 2018, if the fixed conversion price in effect for
the Series B Notes is greater than the Adjustment Price (as
defined below), than the fixed conversion price of the Series B
Notes shall adjust to the Adjustment Price then in effect.

Series A-1 Notes

On September 1, 2018, if the fixed conversion price in effect for
the Series A-1 Notes is greater than the Adjustment Price (as
defined below), than the fixed conversion price of the Series A-1
Notes shall adjust to the Adjustment Price then in effect.

On such date as no Series B Notes remain outstanding, the fixed
conversion price of the Series A-1 Notes shall adjust to the
greater of (x) the Floor Price and (y) the closing bid price of
the Common Stock on such date.

Series A-2 Notes

On January 2, 2018, if the fixed conversion price in effect for
the Series A-2 Notes is greater than the Adjustment Price (as
defined below), than the fixed conversion price of the Series A-2
Notes shall adjust to the Adjustment Price then in effect.

On such date as no Series B Notes remain outstanding, the fixed
conversion price of the Series A-2 Notes shall adjust to the
greater of (x) the Floor Price and (y) the closing bid price of
the Common Stock on such date.

Company Optional Redemption.

The Company may, at any time at its option, with 15 trading day
notice to holder of Note, redeem all or any portion of the Notes
(including all accrued and unpaid interest thereon), in cash, at
a price equal to the greater of (i) up to 110% of the amount
being redeemed, depending on the nature of the default, and (ii)
the intrinsic value of the shares of Common Stock then issuable
upon conversion of the Notes.

Events of Default.

The Notes contain standard and customary events of default
including but not limited: (i) failure to make payments when due
under the Notes; and (ii) bankruptcy or insolvency of the
Company.

If an event of default occurs, each holder may require the
Company to redeem all or any portion of the Notes (including all
accrued and unpaid interest thereon), in cash, at a price equal
to the greater of (i) up to 125% of the amount being redeemed,
depending on the nature of the default, and (ii) the intrinsic
value of the shares of Common Stock then issuable upon conversion
of the Notes.

Fundamental Transactions.

The Notes prohibit the Company from entering into specified
transactions involving a change of control, unless the successor
entity assumes in writing all of the Companys obligations under
the Notes under a written agreement.

In the event of transactions involving a change of control, the
holder of a Note will have the right to require the Company to
redeem all or any portion of the Note it holds (including all
accrued and unpaid thereon) at a price equal to the greater 125%
of the amount of the Note being redeemed and the intrinsic value
of the shares of Common Stock then issuable upon conversion of
the Note being redeemed.

Limitations on Conversion and Issuance.

A Note may not be converted and shares of Common Stock may not be
issued under the Notes if, after giving effect to the conversion
or issuance, the holder together with its affiliates would
beneficially own in excess of 4.99% of the outstanding shares of
Common Stock (the Note Blocker. At each holders option, the Note
Blocker may be raised or lowered to any other percentage not in
excess of 9.99%, except that any raise will only be effective
upon 61-days prior notice to the Company.

Leak-Out Covenant.

Each Noteholder in the Note Conversion has agreed to be
restricted from selling more than 1/3 of its Note Shares on any
given day.

From the date hereof through June 1, 2017 (such period, the
Restricted Period), no Investor shall sell, directly or
indirectly, shares of the Common Stock (other than with respect
to Note Shares and shares of Common Stock received in a Mandatory
Conversion) on any trading day during the Restricted Period (any
such date, a Date of Determination), in an amount that exceeds
the greatest of (x) 35% of the such Investors pro rata share of
the trading volume of Common Stock for the applicable Date of
Determination, (y) such Investors pro rata share of $200,000 of

gross sale proceeds received by the Holder and (z) such other
amount as determined by the Company to a written notice to the
Investors (the greatest of (x), (y) and (z), the Leak Out
Limitation).

If the required holders of Series B Notes voluntary elect to
release the restrictions on restricted cash and a holder of
Series B Notes fails to make such release, such non-releasing
holders Leak-Out Limitation shall be reduced by 50% until the
next voluntary release date, if any.

Each Noteholder has further agreed (other than with respect to
Note Shares and shares of Common Stock received in a Mandatory
Conversion) not to sell, directly or indirectly, any of shares of
Common Stock:

Notwithstanding anything herein to the contrary, the Company may
from time to time make an offer to the Investors to increase the
Leak-Out Limitation by up to 50% of the Leak-Out Limitation,
which the Investor may elect to accept or decline.

The Investors agreed not to sell any shares of Common Stock from
the date hereof, through and including 10:30 a.m. New York City
time on April 10, 2017.

Note Covenants.

The Company made certain negative covenants in the convertible
notes, to which the Company agreed not to:

(a) incur or guarantee, assume or suffer to exist any
indebtedness, other than permitted indebtedness;

(b) allow or suffer to exist any mortgage, lien, pledge, charge,
security interest or other encumbrance upon or in any property or
assets of the Company other than permitted liens;

(c) redeem, defease, repurchase, repay or make any payments in
respect of, by the payment of cash or cash equivalents all or any
portion of any indebtedness other than the convertible notes if
an Event of Default shall have occurred;

(d) redeem, defease, repurchase, repay or make any payments in
respect of, by the payment of cash or cash equivalents all or any
portion of any indebtedness (other than the convertible notes),
prior to the scheduled maturity date of such indebtedness;

(e) redeem or repurchase its equity interest or declare or pay
any cash dividend or distribution;

(f) make, any change in the nature of its business;

(g) encumber or allow any liens on, any of its intellectual
property other than permitted liens; or

(h) enter into, renew, extend or be a party to, any transaction
or series of related transactions (including, without limitation,
the purchase, sale, lease, transfer or exchange of property or
assets of any kind or the rendering of services of any kind) with
any affiliate, except in the ordinary course of business.

The Company made certain affirmative covenants in the convertible
notes, to which the Company agreed to:

(a) maintain and preserve its existence, rights and privileges,
and become or remain duly qualified and in good standing in each
jurisdiction in which the character of the properties owned or
leased by it or in which the transaction of its business makes
such qualification necessary, except where failure to do so would
not result in a material adverse effect;

(b) maintain and preserve all of its properties which are
reasonably necessary in the proper conduct of its business in
good working order and condition, ordinary wear and tear
excepted, and comply at all times with the material provisions of
all leases to which it is a party as lessee or under which it
occupies property, so as to prevent any loss or forfeiture
thereof or thereunder;

(c) maintain insurance with responsible and reputable insurance
companies or associations with respect to its properties) and
business, in such amounts and covering such risks as is required
by any governmental authority having jurisdiction with respect
thereto or as is carried generally in accordance with sound
business practice by companies in similar businesses similarly
situated; and

(d) maintain and preserve all of its intellectual property rights
which are reasonably necessary in the proper conduct of its
business.

The foregoing is a summary description of the material terms of
the Notes and is qualified in its entirety by the text of the
forms of Notes attached as Exhibits 10.2, 10.3, 10.4, 10.5 and
10.6 to this Current Report on Form 8-K and incorporated by
reference to this Item 1.01.

To the extent required by Item 2.03 of Form 8-K, the information
contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein.

Item 3.02.Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information
contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein. The offer and sale of the
securities disclosed in Item 1.01 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.

To the extent required by Item 3.03 of Form 8-K, the information
regarding the Reverse Stock Split (as defined herein) contained
in Item 5.03 of this Current Report on Form 8-K is incorporated
by reference herein.

On April 7, 2017, the Company filed an amendment (the Amendment)
to the Companys Seventh Amended and Restated Certificate of
Incorporation, as amended (the Certificate of Incorporation), to
effect a 1-for-2,000 reverse stock split (the Reverse Stock
Split) of the Companys issued and outstanding Common Stock as of
12:01 AM Eastern Time on April 10, 2017 (the Effective Time). to
the Amendment, as of the Effective Time, every 2,000 shares of
the issued and outstanding Common Stock were converted into one
share of Common Stock, without

any change in the par value per share. The Reverse Stock Split
was approved by the Companys stockholders at its special meeting
of stockholders held on March 9, 2017.

No fractional shares will be issued in connection with the
Reverse Stock Split. Stockholders who otherwise would be entitled
to receive fractional shares because they hold a number of
pre-reverse stock split shares of the Companys common stock not
evenly divisible by two thousand (2,000), will have the number of
post-reverse split shares of the Common Stock to which they are
entitled rounded up to the next whole number of shares of Common
Stock. No stockholders will receive cash in lieu of fractional
shares.

The Reverse Stock Split will not change the authorized number of
shares of Common Stock or preferred stock of the Company. to the
terms of the Companys Series E Convertible Preferred Stock (the
Series E Preferred Shares), the Series F Convertible Preferred
Stock (the Series F Preferred Shares) and the Companys senior
secured convertible notes (the Convertible Notes), the conversion
price at which Series E Preferred Shares, the Series F Preferred
Shares and Convertible Notes may be converted into shares of
Common Stock will be proportionately adjusted to reflect the
Reverse Stock Split. In addition, to their terms, a proportionate
adjustment will be made to the per share exercise price and
number of shares issuable under of all of the Companys
outstanding stock options and warrants to purchase shares of
Common Stock, and the number of shares reserved for issuance to
the Companys equity compensation plans will be reduced
proportionately.

The Common Stock began trading on a Reverse Stock Split-adjusted
basis on the OTCQB at the opening of quotation on April 10, 2017.
In connection with the Reverse Stock Split, the Common Stock also
commenced quotation under a new CUSIP number, 39013L 882, at such
time.

The above description of the Amendment and the Reverse Stock
Split is a summary of the material terms thereof and is qualified
in its entirety by reference to the Amendment, a copy of which is
attached hereto as Exhibit 3.1.

On April 7, 2017, the Company issued a press release announcing
the Reverse Stock Split. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

On April 10, 2017, the Company issued a press release announcing
the execution of the 2017 Exchange Agreements.A copy of the press
release is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.

*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.