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.

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 1,200 shares of our common stock (the
Existing Warrants), as described in our Current Report on Form
8-K, dated April 10, 2017 (the Original 8-K).

On April 17, 2017, the Company amended the 2017 Exchange
Agreements, to those certain Amendment and Exchange Agreements
(the Amendment and Exchange Agreements), each by and between the
Company and a holder (collectively, the Investors) of senior
secured convertible notes, dated July 1, 2016 (the Existing
Notes), 2017 Series B Senior Secured Convertible Notes (the
Existing Series B 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 1,200
shares of our common stock (the Existing Warrants) to effect the
following changes:

A.Exchange of Existing Notes and Existing Preferred Stock for
Series A Notes

On April 17, 2017, the Company exchanged (i) $20,320,613 in
aggregate principal amount of Existing Notes for an equal
aggregate principal amount of new 2017 Series A Senior Secured
Convertible Notes and (ii) 4,974 shares of its Existing Preferred
Stock, with an aggregate stated value of $4,974,000 for a new
2017 Series A Senior Secured Convertible Note (the New Series A
Notes) with an aggregate principal amount equal to the stated
value of the Existing Preferred Stock exchanged.The following are
the principal changes to the New Series A Notes from our
descriptions of the Series A-1 Notes (as defined in the Original
8-K) in the Original 8-K:

B.Exchange of Existing Series B Notes for Series B Notes; $10
million Reduction in Aggregate Principal Outstanding

On April 17, 2017, the Company (i) exchanged $6.2 in aggregate
principal amount of Existing Series B Notes for an equal
aggregate principal amount of new 2017 Series B Senior Secured
Convertible Notes (the New Series B Notes) and (ii) $10 million
in aggregate principal amount of Series B Notes was cancelled in
exchange for the return of $10 million of restricted cash to the
holder thereof.The following are the principal changes to the New
Series B Notes from our disclosure in the Original 8-K:

C.Cancellation of Existing Warrants

On April 17, 2017 all of the Existing Warrants have been
cancelled for no additional consideration.

D.No Variable Rate Transactions.

As long as any Series A Notes or Series B Notes remains
outstanding, we agreed not to consummate any variable rate
transaction.

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

E.Additional Leak-Out Restrictions – $4.00 Minimum Sale Price.

During the period commencing on April 17, 2017 through and
including the earlier of (x) October 17, 2017 and (y) the 60th
calendar day after the consummation of a subsequent financing to
our Registration Statement on Form S-1 the Investors shall not
sell, directly or indirectly, any shares of Common Stock (other
than any shares of Common Stock received in a Mandatory
Conversion, if any) except at a price per share greater than
$4.00.See Description of Series A Notes and Series B Notes (the
Notes) Leak-Out Covenant below.

F.Description of Series A Notes and Series B Notes (the 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 our 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. We agreed to certain
conditions on our 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.

Upon the occurrence of an Event of Default under this 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.

Maturity Date

Unless earlier converted or redeemed, the Senior Convertible
Notes mature on April 17, 2020 (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 we elect 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

All amounts due under the Notes are convertible at any time after
October 17, 2017, in whole or in part, at the option of the
holders into shares of our common stock at a fixed conversion
price equal to $3.00.This conversion price is subject to
adjustment for stock splits, combinations or similar events.

Mandatory Conversion of Series B Notes

We have the right, but not the obligation, subject to the
satisfaction of equity conditions, to require the conversion of
the Notes into shares of our 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 our common stock on the notice date (or such
other date as we may agree with the applicable holder) (each, a
Mandatory Conversion, and such price, the Mandatory Conversion
Price).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, 50% of which may be used by the Company for
general working capital and operating expenses.

No Conversion Price Adjustments

The Notes are not subject to any conversion price adjustments
other than standard adjustments for stock splits, combinations or
similar events.

Company Optional Redemption

The Company may, at any time at its option, with 2 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 50% 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 us 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 us from entering into specified transactions
involving a change of control, unless the successor entity
assumes in writing all of our 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 us 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 Senior 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 our 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 us.

Lockup and Trading Covenants

Lockup

Each Investor has agreed to a lock-up which prohibits them from
requesting conversions of the Notes until October 17, 2017.

$4.00 Minimum Sale Price Covenant

During the period commencing on April 17, 2017 through and
including the earlier of (x) October 17, 2017 and (y) the 60th
calendar day after the consummation of a subsequent financing to
our Registration Statement on Form S-1, the Holder shall not
sell, directly or indirectly, any shares of Common Stock (other
than any shares of Common Stock received in a Mandatory
Conversion) except at a price per share greater than $4.00 and
subject to the Leakout Covenant below:

Leakout Covenant

During the period commencing on April 17, 2017 and ending with
close of trading on October 17, 2017, (such period, the
“Restricted Period”),and subject to the $4.00 Minimum Sale
Price Covenant described above, no Investor shall sell, directly
or indirectly, shares of our 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”).

Additional Note Covenants

We made certain negative covenants in the convertible notes, to
which we 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.

We made certain affirmative covenants in the convertible notes,
to which we 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 4.1 and 4.2 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.

Item 3.03.Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 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 8.01.Other Events.

On April 17, 2017, the Company issued a press release announcing
the amendment of the 2017 Exchange Agreements.A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

Item 9.01.Financial Statements and 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 3 shares trading hands.