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, on October 16, 2013, Great Basin
Scientific, Inc. (the Company) entered into a sale-leaseback
transaction with Onset Financial, Inc. (Onset) to a Master Lease
Agreement and Schedule 001 thereto (collectively, the Lease
Agreement). The Lease Agreement provided for the sale of 125
molecular diagnostic analyzers by the Company to Onset for aprice
of $2,500,000, and a lease-back of the analyzers from Onset for
monthly payments of $74,875. On March 14, 2014, the Company
entered into Lease Schedule 002 to which it sold to Onset 75
molecular diagnostic analyzers for a price of $1,500,000, and
leased-back the analyzers from Onset for monthly payments of
$64,665.
On April 13, 2017, the Company repurchased both sets of analyzers
from Onset for an aggregate purchase price of $1.0 million in
cash plus payment of current invoices in the amount of $0.2
million. to the terms of the Lease Agreement, the ownership of
the analyzers was transferred back to the Company and all letters
of credit and security interests to the Master Lease Agreement
were filed to be cancelled.
The Company obtained the funds to make the payments to Onset by
obtaining a $1.2 million advance from Utah Autism Foundation (the
Foundation). David Spafford, one of our directors, and his wife,
Susan Spafford, have been designated by the Foundation as
Founding Trustees under its bylaws and have authority to control
certain activities of the Foundation. The Company and the
Foundation plan to enter into definitive transaction documents,
which are currently being negotiated, for repayment of the
funds.The Company plans to execute a loan agreement and issue a
promissory note for the amount of the advance that will provide
for 24 monthly payments of $45,000 per month with interest of 10%
per annum. There will be a balloon payment at the end of the
24-month period in April 2019. The Company will grant a security
interest in the analyzers to the Foundation until the loan is
fully paid.
The loan from the Foundation will replace $1.2 million in
obligations to Onset that would have been payable in monthly
payments of $139,540 through September 2017 and $74,875 from
October 2017 through April 2018.
The Company obtained waivers from the holders of the 2017 Series
A and Series B Notes to be able to incur this indebtedness with
and grant a security interest in the analyzers to, the
Foundation.
On April 18, 2017, $3 million was released from the restricted
cash accounts and returned to the holders thereof. to the terms
of the 2017 Series B Senior Secured Convertible Notes (the Series
B Notes) the holder’s principal amount of the Series B Notes was
reduced on a dollar for dollar basis for each dollar of
restricted cash released to the holder. Accordingly, the
principal amount of the remaining Series B Notes was reduced from
$6.2 million to $3.2 million.
Item 1.02.Termination of a Material Definitive Agreement.
To the extent required by Item 1.02 of Form 8-K, the information
contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein.
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Item 2.03. |
Creation of a Direct Financial Obligation or an |
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 3.03.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 9.01.Financial Statements and Exhibits.
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(d) |
Exhibits |
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Exhibit Number |
Exhibit Title or Description |
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10.1 |
Master Lease Agreement by and between Onset Financial, |
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10.2 |
Schedule 001 for Onset Lease Agreement dated October 16, |
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10.3 |
Schedule 002 for Onset Lease Agreement dated March 14, |
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10.4 |
Conditional Bill of Sale between Onset Financial, Inc. |
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10.5 |
Waiver by the Required Holders (as defined in the Series |
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*Filed herewith.
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(1) |
Filed as an exhibit to Amendment No. 1 to the Companys |
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.
