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 May 12, 2017, an institutional investor (the Seller) holding
approximately $1.2 million in aggregate principal amount of
holder of Series B Senior Secured Convertible Notes (the Series B
Notes) issued by Great Basin Scientific, Inc., a Delaware
corporation (the Company) sold $850,000 in aggregate principal
amount of such Series B Notes to various other institutional
investors (each, a Buyer) for an aggregate purchase price in cash
of $850,000, each to a purchase agreement, dated as of May 12,
2017, by and between the Seller and a Buyer (each, a Purchase
Agreement).Concurrently with the closing of such sales
(collectively, the Sale Transaction), the Seller and the Buyers
released all restrictions on the remaining approximately $1.36
million in cash collateral securing the Series B Notes, which is
now available to be used by the Company to fund its operations
and for general corporate purposes.
In connection with the Sale Transaction, in a letter to the
Seller and a letter to each Buyer (collectively, the Price
Reduction and Leak-Out Letters), the Company temporarily reduced
the conversion price of the Series B Notes to $1.10 per share
until July 14, 2017, after which the conversion price of the
Series B Notes will return to $3.00 per share.The Company also
permanently waived any right to effect any mandatory conversion
of the Series B Notes (eliminating the variable price conversion
feature of the Series B Notes).
In addition, in the Price Reduction and Leak-Out Letters, each
holder of Series B Notes (each, a Holder), severally, not
jointly, agreed that during the period commencing on May 12, 2017
and ending with close of trading on the earlier of (i) July 2,
2017, inclusive and (ii) the first trading day after the date
hereof on which at least an aggregate $4 million of the trading
volume of Common Stock shall have been reported by Bloomberg,
L.P. during the period commencing on May 12, 2017 and ending on
such trading day (such period, the “Current Restricted Period”),
neither such Holder, nor any of its trading affiliates would
sell, directly or indirectly, shares of our common stock on any
trading day during the Current Restricted Period (any such date,
a Date of Determination), in an amount that exceeds such Holders
pro rata share (based on holdings of Series B Notes as of May 12,
2017) of 35% of the trading volume of Common Stock as reported by
Bloomberg, L.P for the applicable Date of Determination.
The foregoing is a summary description of the material terms of
each Purchase Agreement and the Price Reduction and Leak-Out
Letters and are qualified in their entirety by the text of the
form of Purchase Agreement and the Price Reduction and Leak-Out
Letters attached as Exhibits 10.1 and 10.2 this Current Report on
Form 8-K and incorporated by reference to this Item 1.01.
Item 8.01.Other Events.
On May 15, 2017, the Company issued a press release announcing
the Sale Transaction. 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.
|
(d) |
Exhibits |
|
Exhibit Number |
Exhibit Title or Description |
|
10.1* |
Form of Purchase Agreement. |
|
10.2* |
Form of Price Reduction and Leak-Out Letters. |
|
99.1* |
Press Release issued on May 15, 2017. |
*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.