GREAT BASIN SCIENTIFIC, INC. (NASDAQ:GBSN) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities

On February 17 through February 24, 2017, certain holders of senior secured convertible notes, dated July 1, 2016 (as amended, the “2016 Notes”), were issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to Section 3(a)(9) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), in connection with conversions at the election of such holders to the terms of the 2016 Notes. In connection with the conversions, the Company issued 296,000,000 shares of Common Stock (the “Conversion Shares”).  As per the terms of the 2016 Notes, the Conversion Shares immediately reduced the principal amount outstanding of the 2016 Notes by $295,970 based upon a conversion price between $0.00119 and $0.00085 per share.  The issuance of the Conversion Shares to the conversion of the 2016 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 February 24, 2017, a total principal amount of $3.8 million of the 2016 Notes has been converted into shares of Common Stock.  Approximately $33.9 million in principal remains to be converted. Restrictions on a total of $11.0 million in the Company’s restricted cash accounts has been released including $6.0 million at closing and $5.0 million in early releases from the restricted cash accounts. $19.7 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 February 24, 2017, there are 1,375,273,911 shares of Common Stock issued and outstanding.

Item 3.03 Material Modifications to Rights of Security Holders

In connection with the conversion of a portion of the principal outstanding under 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 February 24, 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. 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 February 24, 2017, the exercise price for the Class A and Class B Warrants was adjusted from $0.00126 to $0.00085 per share of Common Stock.

Common Stock Warrants

As of February 24, 2017, the Company had outstanding certain Common Stock warrants to purchase 2 shares of Common Stock. As a result of the Conversions, as of February 24, 2017, the exercise price for certain Common Stock warrants was adjusted from $0.00126 to $0.00085 per share of common stock.

Series B Warrants

As of February 24, 2017, the Company had outstanding Series B Warrants to purchase 34 shares of Common Stock. 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 February 24, 2017, the exercise price for Series B Warrants was adjusted from $355,106 to $336,254 per share of Common Stock.

Series D and 2015 Subordination Warrants

As of February 24, 2017, the Company had 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. 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 February 24, 2017, the exercise price for the Series D and 2015 Subordination Warrants was adjusted from $0.00126 to $0.00085 per share of Common Stock.

Series G Warrants

As of February 24, 2017, the Company had outstanding Series G Warrants to purchase 159 shares of Common Stock. 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 February 24, 2017, the exercise price for the Series G Warrants was adjusted from $0.00126 to $0.00085 per share of Common Stock.

Series H and 2016 Subordination Warrants

As of February 24, 2017, the Company had outstanding Series H Warrants to purchase 2,346 shares of Common Stock and 2016 Subordination Warrants to purchase 71 shares of Common Stock. The Series H and 2016 Subordination Warrants include a provision which provides that the exercise prices of the Series H and 2016 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 H and 2016 Subordination Warrants. Therefore, as of February 24, 2017, the exercise price for the Series H and 2016 Subordination Warrants was adjusted from $0.00126 to $0.00085 per share of Common Stock.

Series F Convertible Preferred Stock

As of February 24, 2017, the Company has outstanding 5,860 shares of Series F Convertible Preferred Stock. The Series F Convertible Preferred Stock includes a provision which provides that the conversion price of the Series F Convertible Preferred Stock will be adjusted in connection with certain equity issuances by the Company. As a result of the Conversions, as of February 24, 2017, the conversion price for the Series F Convertible Preferred Stock was adjusted from $0.00126 to $0.00085 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.