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 the Current Report on Form 8-K filed with the SEC on January 20, 2017, on January 19, 2017, the Company and certain 2016 Note Buyers entered into separate amendment agreements to amend the terms of the 2016 Notes (the “Amendment Agreement”). As per the terms of the Amendment Agreement any pre-installment conversion shares previously issued immediately reduced the principal amount of the 2016 Notes outstanding by $0.044 per pre-installment conversion share received. Prior to January 17, 2017, as previously reported by the Company, the Company had issued 781,627 pre-installment conversion shares and therefore, to the Amendment Agreement on January 19, 2017, the principal amount outstanding of the 2016 Notes was immediately reduced by $34,392 ($0.044 per pre-installment conversion share).
On January 17 through January 19, 2017, certain holders of the 2016 Notes were issued shares of the Company’s common stock to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the pre-installment amounts converted for the installment date of January 30, 2017. In connection with the pre-installments, the Company issued 1,246,094 shares of common stock. As per the terms of the Amendment Agreement on January 19, 2017, the principal amount outstanding of the 2016 Notes was immediately reduced by $54,828 ($0.044 per pre-installment conversion share).
On January 20, certain holders of the 2016 Notes were issued shares of the Company’s common stock to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with conversions at the election of the holder to the terms of the 2016 Notes, as amended. In connection with the conversions, the Company issued 142,763,654 shares of common stock. As per the terms of the 2016 Notes, as amended, these pre-installment shares immediately reduced the principal amount outstanding of the 2016 Notes by $266,968 or $0.00187 per share.
As of January 20, 2017 a total principal amount of $609,235 of the 2016 Notes has been converted into shares of common stock. Approximately $74.4 million in note principal remains to be converted. Restrictions on a total of $9.8 million in the Company’s restricted cash accounts has been released including $6.0 million at closing and $3.8 million in early release from the restricted cash accounts. $58.2 million remains in the restricted cash accounts to have the restrictions removed and become available to the Company at future dates to terms of the 2016 Notes.
As of January 20, 2017 there are 151,288,719 shares of common stock issued and outstanding.
Item 3.03 Material Modifications to Rights of Security Holders
In connection with the conversions of the 2016 Notes in Item 3.02 hereof (the “Conversions”), the exercise prices of certain of our issued and outstanding securities were automatically adjusted to take into account the conversion price of the 2016 Notes. The exercise prices of the following securities were adjusted as follows.
Class A and Class B Warrants
As of January 20, 2017, the Company had outstanding Class A Warrants to purchase 48 shares of common stock and Class B Warrants to purchase 29 shares of common stock of the Company. The Class A and Class B Warrants include a provision which provides that the exercise price of the Class A and Class B Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Class A and Class B Warrants. Therefore, as of January 20, 2017, the exercise price for the Class A and Class B Warrants was adjusted from $2.53 to $0.0019 per share of common stock.
Common Stock Warrants
As of January 20, 2017, the Company had outstanding certain common stock warrants to purchase 2 shares of common stock of the Company. As a result of the Conversions, as of January 20, 2017, the exercise price for certain Common Warrants was adjusted from $2.53 to $0.0019 per share of common stock.
Series B Warrants
As of January 20, 2017, the Company has outstanding Series B Warrants to purchase 36 shares of common stock of the Company. The Series B Warrants include a provision which provides that the exercise prices of the Series B Warrants will be adjusted in connection with certain equity issuances by the Company. As a result of the Conversions, as of January 20, 2017, the exercise price for certain Common Warrants was adjusted from $27.5 million to $8.9 million per share of common stock.
Series D and 2015 Subordination Warrants
As of January 20, 2017, the Company has outstanding Series D Warrants to purchase 2,361,468 shares of common stock and 2015 Subordination Warrants to purchase 71,129 shares of common stock of the Company. The Series D and 2015 Subordination Warrants include a provision which provides that the exercise prices of the Series D and 2015 Subordination Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Series D and 2015 Subordination Warrants. Therefore, as of January 20, 2017, the exercise price for the Series D and 2015 Subordination Warrants was adjusted from $2.53 to $0.0019 per share of common stock.
Series G Warrants
As of January 20, 2016, the Company had outstanding Series G Warrants to purchase 159 shares of common stock of the Company. The Series G Warrants include a provision which provides that the exercise price of the Series G Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Series G Warrants. Therefore, as of January 20, 2017, the exercise price for the Series G Warrants was adjusted from $2.53 to $0.0019 per share of common stock.
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 6,203 shares trading hands.