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EX-10.1 - EX-10.1 - Great Basin Scientific, Inc.d143283dex101.htm

 

 

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 16, 2016

 

 

GREAT BASIN SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36662   83-0361454

(State or other jurisdiction

of incorporation)

 

Commission

File Number)

 

(IRS Employer

Identification No.)

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


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. In accordance with the terms of the SPA, the Company agreed to provide certain registration rights under the United States Securities Act of 1933, as amended and the rules and regulations thereunder pursuant to the Registration Rights Agreement by and between the Company and the Buyers (the “Registration Rights Agreement”) entered into December 30, 2015.

Effective February 16, 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 and Section 10 of the Registration Rights Agreement entered into Amendment Agreement No.1 to the Registration Rights Agreement (the “Amendment Agreement”), whereby the Company and the Buyers agreed to, (i) extend the deadline for filing the initial registration statement required thereunder registering our shares of common stock issuable upon conversion of the Notes and exercise of the Warrants to February 29, 2016, (ii) extend the deadline for bringing such registration statement effective to March 30, 2016 if the SEC doesn’t review such registration statement and April 14, 2016 if the SEC does review such registration statement, (iii) decrease the number of shares of our common stock we are required to register pursuant to the Registration Rights Agreement in the case where such number exceeds our authorized capital that is either reserved for issuance under the Notes and the Warrants or unreserved and (iv) covenant that outside of shares of our common stock reserved for issuance on February 13, 2016 and shares of common stock to be issued or issuable pursuant to the securities to be issued under the Company’s public offering on the Company’s Registration Statement on Form S-1 (File No. 333-207761), the Company will not reserve shares of common stock for issuance unless (i) a number of shares of common stock equal to least 120,000,000 or such additional number of shares of common stock as shall then be necessary to effect the conversion of all of the Notes and the exercise of all of the Series D Warrants then outstanding (in each case, without regard to any limitations on conversions or exercises) have been reserved for the issuance and (ii) all shares of common stock required to be registered on that date pursuant to the terms of the Registration Rights Agreement, as amended, without giving effect to any cutbacks provided for in Section 1(cc) or Section 1(g) of the Registration Rights Agreement, as amended, related to a reduction due to insufficient authorized and unreserved shares of common stock have been either registered under an effective registration statement or filed with the SEC under a registration statement within the timeframe required for such filing under the Registration Rights Agreement and the Company have no reason to believe such registration statement will not be made effective by the applicable deadline set forth in the registration rights agreement.

The Amendment Agreement also contains a waiver whereby the holders waived (i) any breach of the Registration Rights Agreement prior to the date of the Amendment Agreement under Section 2(a) of the Registration Rights Agreement for the Company’s failure to file the Initial Registration Statement (as defined in the Registration Rights Agreement) by the Initial Filing Deadline, prior to this Amendment Agreement and (ii) the Holder’s right to Registration Delay Payments (as defined under the Registration Rights Agreement) prior to the date of the Amendment Agreement for the Company’s failure to file the Initial Registration Statement (as defined in the Registration Rights Agreement) by the Initial Filing Deadline, prior to this Amendment Agreement, and (b) any Event of Default (as defined in the Notes) under Section 4(a)(i) thereof for the Company’s failure to file the Initial Registration Statement (as defined in the Registration Rights Agreement) by the Initial Filing Deadline, prior to the Amendment Agreement.

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 Agreement, 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

 

EXHIBIT    DESCRIPTION
10.1    Form of Amendment Agreement to the Registration Rights Agreement


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.

 

      GREAT BASIN SCIENTIFIC, INC.
Date: February 16, 2016     By:  

/s/ Ryan Ashton

      Ryan Ashton
      President and Chief Executive Officer


EXHIBIT INDEX

 

EXHIBIT    DESCRIPTION
10.1    Form of Amendment Agreement to the Registration Rights Agreement