UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2016

GREAT BASIN SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

2441 South 3850 West, Salt Lake City, UT

(Address of principal executive offices)

84120

(Zip code)

(801) 990-1055

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed on the Current Report on Form 8-K filed with the SEC on December 29, 2015, On December 28, 2015, Great Basin Scientific, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) in relation to the issuance and sale by the Company to certain buyers as set forth in the Schedule of Buyers attached to the SPA (the “Buyers”) of $22.1 million aggregate principal amount of senior secured convertible notes (the “Notes”) and related Series D common stock purchase warrants (the “Warrants”) exercisable to acquire 3,503,116 shares of common stock (the “Warrant Shares”).

Section 3(c) of the SPA provides that the Company has reserved 120,000,000 of its authorized shares of common stock (the “Initial Required Reserved Amount”) for issuance as Conversion Shares and Warrant Shares under the Notes and Warrants, respectively, and Section 4(l) provides that so long as any of the Buyers owns any Securities (as defined in the SPA), the Company shall at all times maintain the Initial Required Reserve Amount or such additional number of shares of common stock as shall from time to time be necessary to effect the conversion of all of the Notes and the exercise of all of the Warrants then outstanding (in each case, without regard to any limitations on conversions or exercises) (the “Required Reserve Amount”).

In addition, Section 4(p) of the SPA provides that the Company shall hold a special or annual meeting of its stockholders (“Stockholder Meeting”) not later than sixty-five (65) calendar days after the Closing Date (the “Stockholder Meeting Deadline”), which date is March 4, 2016, to hold a vote on those certain matters related to the Notes and the Warrants as set forth in Section 4(p) of the SPA.

Effective February 8, 2016, the Company and certain of the Buyers holding enough of the Notes and warrants to constitute the Required Holders Under Section 9 (e) of the SPA entered into Amendment Agreement No.1 to Securities Purchase Agreement (the “Amendment Agreement”), whereby the Company and the Buyers agreed to: (i) amend the SPA to reduce the Initial Required Reserved Amount from 120,000,000 to 85,000,000 from the effective date of the Amendment Agreement until 11:59:59 pm New York Time on March 31, 2016; (ii) amend the SPA such that from and after 12:00:00 am New York time on April 1, 2016, the Initial Required Reserved Amount as defined in such section shall mean 120,000,000 shares of Common Stock duly authorized and reserved for issuance as Conversion Shares (as defined in the Notes) and Warrants Shares; (iii) amend Section 4(l) of the SPA, Section 11(a) of the Notes and Section 1(g) of the Warrants, to reflect the reduction in the Initial Required Reserved Amount; (iv) if the Company’s contemplated public offering on Form S-1 would trigger the anti-diluted provisions in the Notes and result in the Required Reserve Amount being higher than the Initial Required Reserved Amount, then amend the definition of Required Reserve Amount in the SPA the Notes and the Warrants to equal the definition of Initial Required Reserved Amount from the effective date of the Amendment Agreement until 11:59:59 pm New York Time on March 31, 2016; (v) provide that from and after 12:00:00 am New York time on April 1, 2016, the holders waives any right to contest or otherwise attempt to prevent the issuance of shares of common stock upon the exercise of pre-funded Series F warrants sold in the public offering even if there is an Authorized Share Failure under the terms of the Notes and Warrants and for the avoidance of doubt, that from and after 12:00:00 am New York time on April 1, 2016, if the number of shares duly authorized and reserved for issuance as Conversion Shares and Warrant Shares is less than 120,000,000 shares of Common Stock or such additional number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes and the exercise of all of the Warrants then outstanding, the Company will fail to meet the Required Reserve Amount under Section 4(l) of the SPA and an Authorized Share Failure shall have occurred under Section 11 of the Notes and Section 1(g) the Warrants, which the Company shall be required to promptly cure pursuant to the requirements of those sections; and (vi); amend Section 4(p) of the SPA to extend the Stockholder Meeting Deadline to 11:59:59 pm New York time on March 31, 2016.

The foregoing is a summary description of the material terms of the Amendment Agreement and is qualified in its entirety by the text of the Amendment Amendment, attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference to this Item 1.01.

Item 3.03 Material Modifications to Rights of Security Holders

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX