GREAT BASIN SCIENTIFIC, INC. (NASDAQ:GBSN) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities
As previously disclosed, on April 17, 2017, Great Basin Scientific, Inc. (the “Company”) entered into an exchange agreement whereby each holder of Series F Convertible Preferred Stock would convert their pro rata amount of 2,000 shares of Series F Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a conversion price per the terms of the agreement. On June 1, 2017 to the terms of the agreement, the Company issued 101,647 shares of Common Stock for the conversion of 108 shares of Series F Convertible Preferred Stock at a conversion rate of $1.06 per share. The issuance of the shares to the conversion of the Series F Convertible Stock described herein is exempt from registration under the Securities Act of 1933, as amended (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.
On June 1 through June 8, 2017, certain holders of 2017 Series B Senior Secured Convertible Notes dated April 17, 2017 (the “Series B Notes”), were issued shares of the Company’s Common Stock, in connection with conversions at the election of the holder. The conversions were to a letter dated May 12, 2017 from the Company to the holders of the 2017 Series B Notes that reduced the conversion price of the 2017 Series B Notes form $3.00 per share to $1.10 per share until July 14, 2017. In connection with the conversions, the Company issued 158,182 shares of Common Stock (the “Conversion Shares”). As per the terms of the Series B Notes, the Conversion Shares immediately reduced the principal amount outstanding of the Series B Notes by $174,000 based upon a conversion price of $1.10 per share. The issuance of the Conversion Shares to the conversion of the Series B Notes described herein 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. As of June 8, 2017, approximately $0.8 million in Series B Note principal remains outstanding for conversion to the terms of the Series B Notes.
As of June 8, 2017, there are 2,656,315 shares of Common Stock issued and outstanding.
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.