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 June 20, 2017, Great Basin Scientific, Inc. (the Company)
entered into subscription agreements with certain investors (the
Investors) relating to the sale and issuance by the Company of:
(i) 2,575,000 Class A Units (the Class A Units) with each Class A
Unit consisting of one share of common stock, par value $0.0001
per share (the Common Stock), of the Company and one Series J
Warrant (the Series J Warrants) to purchase 2.5 shares of Common
Stock; and (ii) 6,366,666 Class B Units (the Class B Units and
together with the Class A Units, the Units), which were offered
to those Investors whose purchase of Class A Units in this
offering would have resulted in the Investor, together with its
affiliates and certain related parties, beneficially owning more
than 4.99% or 9.99%, at the election of the Investor, of our
outstanding Common Stock immediately following the consummation
of this offering, for aggregate gross proceeds of approximately
$2.7 million before placement agent fees and other estimated
offering expense fees (the Offering). Each Class B Unit consists
of one Series K Pre-Funded Warrant (the Pre-Funded Warrants and
together with the Series J Warrants, the Warrants) to purchase
one share of Common Stock and one Series J Warrant to purchase
2.5 shares of Common Stock. The offering price per Class A Unit
is $0.30 and the offering price per Class B Unit is $0.29. The
Units will not be issued or certificated.
On June 20, 2017, the Company also entered into a placement agent
agreement (the Placement Agent Agreement) with Roth Capital
Partners, LLC (the Placement Agent), to which the Placement Agent
agreed to act on a reasonable best efforts basis for the
Offering. The Company will pay the Placement Agent a cash fee
equal to 7% of the gross proceeds from the Offering. The Company
will reimburse the Placement Agent for certain of its
out-of-pocket legal expenses in an aggregate amount not to exceed
$75,000 and other reasonable out-of-pocket expenses up to
$25,000. The Company estimates that the total expenses of the
Offering, excluding the placement agent fees, will be
approximately $450,000.
The Series J Warrants are immediately exercisable at an initial
exercise price of $0.30 per share and will expire 60 days from
the date of issuance. The Series J Warrants will be issued
separately from the Common Stock and Pre-Funded Warrants included
in the Units, as applicable, and may be transferred separately
immediately thereafter.
Each Pre-Funded Warrant will be immediately exercisable at an
initial exercise price of $0.01 per share. The Pre-Funded
Warrants will expire upon exercise in full and will be issued
separately from the Series J Warrants included in the Class B
Units, and may be transferred separately immediately thereafter.
The Warrants will not be listed on any national securities
exchange or other trading market, and no trading market for such
Warrants is expected to develop.
In connection with the Offering, each Investor entered into a
leak-out agreement with the Company (each, a Leak-Out Agreement
and collectively, the Leak-Out Agreements). to the terms of the
Leak-Out Agreements, from the date of the Subscription Agreements
until August 1 2017, each Investor, either alone or together with
its affiliates, in this Offering will be limited to selling no
more than its pro-rata portion of 35% of the daily trading volume
of the Common Stock on such Trading Day. Each Investors pro-rata
portion will be calculated as the quotient of (A) the number of
shares of Common Stock purchased by the Investor and its
affiliates (including any shares of Common Stock acquirable upon
exercise of purchased Pre-Funded Series K Warrants) divided by
(B) the aggregate number of shares of Common Stock sold by the
Company to this Offering (including any shares of Common Stock
acquirable upon exercise of all issued Pre-Funded Series K
Warrants).
Under the Leak-Out Agreements, the resale restrictions do not
apply to any transaction in the Common Stock at a price equal to
or greater than $0.90 (as adjusted for stock splits, stock
dividends, stock combinations, recapitalizations or other similar
events occurring after the date hereof).
The net proceeds to the Company from the Offering, after
deducting placement agent fees and the estimated offering
expenses borne by the Company, and excluding the proceeds, if
any, from the exercise of the Series J Warrants, are expected to
be approximately $2.0 million. The Offering is expected to close
on or about June 21, 2017, subject to customary closing
conditions. After giving effect to the Offering (including the
exercise of the Pre-Funded Warrants), but without giving effect
to the exercise of the Series J Warrants being offered, the
Company will have 5,322,140 shares of Common Stock outstanding.
The Offering securities are being issued to a registration
statement on Form S-1, as amended (File No. 333-216045), which
was declared effective by the U.S. Securities and Exchange
Commission (the SEC) on June 19, 2017 (the Registration
Statement). A final prospectus relating to the offering will be
filed with the SEC and will be available on the SECs website at
www.sec.gov. Copies of the preliminary prospectus relating to the
Offering may be obtained from the Placement Agent at 888 San
Clemente Drive, Suite 400, Newport Beach, CA 92660, (800)
678-9147 or by accessing the SECs website at www.sec.gov.
The foregoing descriptions of the Subscription Agreements, the
Placement Agent Agreement, the Series J Warrants, the Pre-Funded
Warrants and the Leak-Out Agreements are not complete and are
qualified in their entirety by reference to the full text of the
form of Subscription Agreement, the Placement Agent Agreement,
the form of Series J Warrant, the form of Pre-Funded Warrant and
the forms of Leak-Out Agreements, which are filed as Exhibits
10.1, 10.2, 4.1, 4.2, 10.3 and 10.4, respectively, to this
Current Report on Form 8-K (this Current Report) and are
incorporated by reference herein.
The representations, warranties and covenants made by the Company
in any agreement that is filed as an exhibit to any document that
is incorporated by reference in this Current Report were made
solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk
among the parties to such agreements, and should not be deemed to
be a representation, warranty or covenant to or in favor of any
other party. In addition, the assertions embodied in any
representations, warranties and covenants contained in such
agreements may be subject to qualifications with respect to
knowledge and materiality different from those applicable to
security holders generally. Moreover, such representations,
warranties or covenants were accurate only as of the date when
made, except where expressly stated otherwise. Accordingly, such
representations, warranties and covenants should not be relied on
as accurately representing the current state of the Companys
affairs at any time.
Item 8.01 Other Events.
On June 20, 2017, the Company issued a press release announcing
the pricing of the Offering. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Forward-Looking Statements
This Current Report contains forward-looking statements that
involve risks and uncertainties, such as statements related to
the anticipated closing of the Offering and the amount of
proceeds expected from the Offering. The risks and uncertainties
involved include the Companys ability to satisfy certain
conditions to closing on a timely basis or at all, as well as
other risks detailed in the Registration Statement. You are
cautioned not to place undue reliance on forward-looking
statements, which are based on the Companys current expectations
and assumptions and speak only as of the date of this Current
Report. The Company does not intend to revise or update any
forward-looking statement in this Current Report to reflect
events or circumstances arising after the date hereof, except as
may be required by law
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits |
| ExhibitNumber | Exhibit Title or Description | |
| 4.1* | Form of Series J Warrant. | |
| 4.2* | Form of Pre-Funded Warrant. | |
| 10.1* | Form of Subscription Agreement. | |
| 10.2* |
Placement Agent Agreement, dated June 20, 2017, by and between the Company and Roth Capital Partners, LLC. |
|
| 10.3* | Form of Leak-Out Agreement. | |
| 10.4* | Form of Leak-Out Agreement. | |
| 99.1* | Press Release issued on June 20, 2017. |
* Filed herewith.
Great Basin Scientific, Inc. ExhibitEX-4.1 2 v469294_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SERIES J COMMON STOCK PURCHASE WARRANT GREAT BASIN SCIENTIFIC,…To view the full exhibit click here 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.