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EX-10.1 - FORM OF THIRD AMENDMENT AGREEMENT TO THE REGISTRATION RIGHTS AGREEMENT - Great Basin Scientific, Inc.ex10_1.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): May 11, 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 the Buyers (the “Registration Rights Agreement”) entered into December 30, 2015.
 
On May 11, 2016, the Company and certain of the Buyers holding enough of the Notes and Warrants to constitute the Required Holders under Section 10 of the Registration Rights Agreement entered into Amendment Agreement No.3 to the Registration Rights Agreement (the “Third Amendment Agreement”).  In the Third Amendment Agreement, the Company and the Buyers agreed to extend the deadline for bringing the initial registration statement effective registering our shares of common stock issuable upon conversion of the Notes and exercise of the Warrants to the date which is the earlier of  May 31, 2016 and the fifth (5th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such initial registration statement will not be subject to further review.
 
Under the Third Amendment Agreement, the Buyers also waived (i) any breach of the Registration Rights Agreement prior to May 11, 2016 under Section 2(a) of the Registration Rights Agreement for the Company’s failure to have the initial registration statement brought effective by the initial effectiveness deadline, prior to the date of Third 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 Third Amendment Agreement for the Company’s failure to have the initial registration statement brought effective by the initial effectiveness deadline.
 
The foregoing is a summary description of the material terms of the Third Amendment Agreement and is qualified in its entirety by the form of the Third 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 Third 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: March 11, 2016
     
By:
 
/s/ Ryan Ashton
           
Ryan Ashton
           
President and Chief Executive Officer
 
 
 
 
 
 

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