Attached files
file | filename |
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EX-5.1 - EX-5.1 - Great Basin Scientific, Inc. | d880908dex51.htm |
EX-23.1 - EX-23.1 - Great Basin Scientific, Inc. | d880908dex231.htm |
As filed with the Securities and Exchange Commission on February 25, 2015
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GREAT BASIN SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
Delaware | 3841 | 83-0361454 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
2441 South 3850 West
Salt Lake City, UT 84120
(801) 990-1055
(Address and telephone number of registrants principal executive offices)
Ryan Ashton
Chief Executive Officer
Great Basin Scientific, Inc.
2441 South 3850 West
Salt Lake City, UT 84120
(801) 990-1055
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David Marx Michael R. Newton Dorsey & Whitney, LLP 136 South Main Street, Suite 1000 Salt Lake City, Utah 84101-1685 (801) 933-7363 |
Ralph V. De Martino Cavas S. Pavri Schiff Hardin LLP 901 K Street, NW Suite 700 Washington, DC 20001 (202) 778 6400 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-201596
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
The registrant is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended. This registration statement complies with the requirements that apply to an issuer that is an emerging growth company.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price (1)(4) |
Amount of Registration Fee (2) | ||
Units, each consisting of one share of Series E Convertible Preferred Stock, par value $0.001 per share, and eight Series C Warrants, each to purchase one share of Common Stock (3) |
$3,995,200.00 |
464.24 | ||
Units underlying the Unit Purchase Option |
$249,700.00 |
29.02 | ||
Total Registration Fee |
$4,244,900.00 |
493.26 | ||
(1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
(2) | Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the registrant. |
(3) | Estimated pursuant to Rule 457(a) under the Securities Act. |
(4) | In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1 (File No. 333-201596), as amended (the Initial Registration Statement), is hereby registered. The registrant previously registered securities with a proposed aggregate offering price of $86,055,700.00 on the Initial Registration Statement for which a filing fee of $9,999.67 was previously paid. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
Explanatory Note
This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent, and the consent of the Companys independent registered public accounting firm. This registration statement relates to our registration statement on Form S-1 (File No. 333-201596), as amended, including the exhibits and power of attorney thereto (the Initial Registration Statement), initially filed by the Company on January 20, 2015 and declared effective by the Securities and Exchange Commission (the Commission) on February 25, 2015. We are filing this registration statement for the sole purpose of increasing the proposed maximum aggregate offering price of Units and Units underlying the Unit Purchase Option offered by us by $3,995,200 and $249,700 respectively. Pursuant to Rule 462(b), the contents of the Initial Registration Statement are incorporated by reference into this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Salt Lake City, State of Utah, on the 25th of February, 2015.
GREAT BASIN SCIENTIFIC, INC. | ||
By: | /s/ Ryan Ashton | |
Ryan Ashton | ||
President, Chief Executive Officer, and Director |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Ryan Ashton Ryan Ashton |
President, Chief Executive Officer and Director (Principal Executive Officer) | February 25, 2015 | ||
/s/ Jeffrey A. Rona Jeffrey A. Rona |
Chief Financial Officer (Principal Financial and Accounting Officer) | February 25, 2015 | ||
* David Spafford |
Director and Executive Chairman | February 25, 2015 | ||
* Stephen C. Aldous |
Director | February 25, 2015 | ||
* Ronald K. Labrum |
Director | February 25, 2015 | ||
* Sam Chawla |
Director | February 25, 2015 |
* | Executed on February 25, 2015 by Jeffrey A. Rona as attorney-in-fact pursuant to the power of attorney granted in connection with the Registration Statement on Form S-1 filed previously on January 20, 2015. |
/s/ Jeffrey A. Rona Jeffrey A. Rona Attorney-in-Fact |
II-6
EXHIBIT INDEX
Exhibit No. |
Description | |
5.1 | Legal Opinion of Dorsey & Whitney, LLP | |
23.1 | Consent of Mantyla McReynolds LLC, independent registered public accounting firm | |
23.2 | Consent of Dorsey & Whitney, LLP (included in Exhibit 5.1) | |
24.1* | Power of Attorney (included on signature page) |
* | Filed as an exhibit to the Registrants Registration Statement on Form S-1 (File No. 333-201596) filed with the SEC on January 20, 2015, and incorporated herein by reference. |