GREAT BASIN SCIENTIFIC, INC. (NASDAQ:GBSN) Files An 8-K Material Modification to Rights of Security Holders

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GREAT BASIN SCIENTIFIC, INC. (NASDAQ:GBSN) Files An 8-K Material Modification to Rights of Security Holders

Item 3.03.

Material Modification to Rights of Security
Holders.

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On December 22, 2016, Great Basin Scientific, Inc. (the
Company) held a special meeting (the
Special Meeting) of its stockholders. At the
Special Meeting, the stockholders approved an amendment to the
Companys Seventh Amended and Restated Certificate of
Incorporation (the Certificate of Incorporation)
to effect a reverse stock split of the Companys common stock at a
ratio between 1 to 200 and 1 to 300, such ratio and to be the
effective on a date to be determined by the board of directors of
the Company (the Board) (the Reverse
Stock Split
) and to increase the number of authorized
shares of the Companys common stock from 200,000,000 shares, par
value $0.0001, to 1,500,000,000 shares, par value $0.0001 to be
effective on a date to be determined by the Companys board of
directors (the Authorized Share Increase). On
December 22, 2016, the Board held a meeting and approved (i) the
Reverse Stock Split at a ratio of 1 to 300, such Reverse Stock
Split to be effective at 12:01 am EST on December 28, 2016 and
(ii) the Authorized Share Increase to be effective at 12:01 am
EST on December 28, 2016.

On December 22, 2016, the Company filed a Fifth Certificate of
Amendment to its Certificate of Incorporation (the
Amendment) with the Secretary of State of the
State of Delaware, which will effect the Reverse Stock Split and
the Authorized Share Increase on December 28, 2016 at 12:01 am
EST.

As a result of the Reverse Stock Split, every three hundred (300)
shares of the Companys issued and outstanding common stock, par
value $0.0001 will be converted into one (1) share of common
stock, par value $0.0001 reducing the number of issued and
outstanding shares of the Companys common stock from
approximately 199 million to approximately 663,334. There was no
change in the par value of the common stock.

As a result of the Authorized Share Increase the companys
authorized shares of common stock will increase from 200,000,000
to 1,500,000,000 shares, par value $0.0001. There was no change
in the par value of the common stock and the number of authorized
shares of preferred stock will not change.

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 three hundred (300), will have the number of
post-reverse split shares of the Companys common stock to which
they are entitled rounded up to the next whole number of shares
of the Companys 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, but as
noted above the Authorized Share Increase will change the number
of authorized shares of common stock. 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.

Trading of the Companys common stock on the OTCQB on a
split-adjusted basis is expected to begin at the opening of
trading on December 28, 2016. The trading symbol for the common
stock will remain GBSN. The new CUSIP number for the Common Stock
following the Reverse Stock Split is 39013L 809.

The above description of the Amendment, the Reverse Stock Split
and the Authorized Share 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.

Item 5.07 Submission of Matters to a Vote of Security
Holders.

Special Meeting of Stockholders

On December 22, 2016, the Company held a special meeting of its
stockholders (the Special Meeting), at 1400
Wewatta Street, Suite 400, Denver, Colorado 80202 at 1:00 p.m.
local time. At the Special Meeting, stockholders representing
117,995,349 shares of common stock and 18,271,911 shares of
Series F Preferred Stock, voting on an as-converted basis
(subject to limitations on voting rights as set forth in the
certificate of designation for the Series F Preferred Stock)
(collectively, the common stock and the as-converted shares of
Series F Preferred Stock are referred to as the Voting
Stock
), 81.67% of the Companys issued and outstanding
Voting Stock as of the record date of November 7, 2016, were
present in person or by proxy, representing a quorum for the
purposes of the Special Meeting. The matters voted on at the
Special Meeting and the results of the votes were as follows:

1. The stockholders approved an amendment to the Companys
Seventh Amended and Restated Certificate of Incorporation, as
amended, to effect a reverse stock split of our issued and
outstanding shares of common stock, par value $0.0001, at a
ratio between 200-to-1 and 300-to-1, and to be effective upon
a date on or prior to February 28, 2017, such ratio and date
to be determined by the Companys board of directors (the
Reverse Stock Split).
FOR AGAINST ABSTAIN BROKER NON-VOTES
106,485,911 29,223,575 557,774
2. The stockholders approved an amendment to the Companys
Seventh Amended and Restated Certificate of Incorporation, as
amended, to increase the number of authorized shares of the
Companys common stock from 200,000,000 shares, par value
$0.0001, to 1,500,000,000 shares, par value $0.0001 to be
effective on a date to be determined by the Companys board of
directors on or prior to February 28, 2017 (the
Authorized Share Increase).There were two
votes on the Authorized Share Increase, a vote of the Voting
Stock voting as a combined class (common stock and Series F
Preferred Stock) and a vote of the common stock voting as a
separate class.

Voting Stock Results

FOR AGAINST ABSTAIN BROKER NON-VOTES
105,870,456 29,845,850 550,954

Common Stock as Separate Class Results

FOR AGAINST ABSTAIN BROKER NON-VOTES
87,598,545 29,845,850 550,954
3. The stockholders approved the proposal to adjourn the Special
Meeting, if necessary, to solicit additional proxies in the
event the stockholders did not approve the Reverse Stock
Split or Authorized Share Increase proposal.
FOR AGAINST ABSTAIN BROKER NON-VOTES
106,644,703 28,996,428 626,129

Because all matters at the Special Meeting were approved, the
Company decided against adjourning the Special Meeting to solicit
additional proxies.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
ExhibitNumber Description
3.1 Fifth Certificate of Amendment to the Seventh Amended and
Restated Certificate of Incorporation of Great Basin
Scientific, Inc.


About GREAT BASIN SCIENTIFIC, INC. (NASDAQ:GBSN)