Shareholders Approve All Proposals Except
Authorized Share Increase
Great Basin Scientific, Inc. (Nasdaq:GBSN), a molecular
diagnostics company, announced today approval of all but one
proposal during the 2016 Annual Meeting of Stockholders.
Shareholders elected two members to the Board of Directors and
approved the Series E Warrants Exchange, the Nasdaq 20% Issuance,
and the Adjournment proposals. Shareholders also approved a reverse
stock split and ratified the appointment of the Company’s
independent registered public accounting firm. Shareholders did not
approve an increase in the number of authorized shares from 200
million to 350 million.
An independent Inspector of Elections certified all voting
results for the Annual Meeting, which was held today. There were
41,124,301 total shares outstanding and entitled to vote as of the
record date of August 9, 2016.
The final tabulation of votes for each proposal is as
follows:
Proposal 1 – Shareholders elected Messrs. Chawla and
Labrum to three-year terms by a plurality of the votes cast. A
total of 17,727,356 shares voted on Proposal 1.
Nominee
Total Shares
For
Total Shares
Withheld
Sam Chawla 14,342,271 3,385,085 Ronald Labrum 14,354,877 3,372,479
Proposal 2 – Shareholders approved the exchange of all
Series E Warrants for 650,160 shares the Company’s common stock
(the “Series E Warrant Exchange Proposal”). A total of 17,727,356
shares voted on Proposal 2.
Total Shares
Voted
For 16,129,304 Against 1,210,928 Abstain 387,124
Proposal 3 – Shareholders voted to permit the potential
issuance under Nasdaq listing rules of more than 20% of outstanding
common stock upon conversion of $75 million of senior secured
convertible notes issued July 1, 2016 and removal of the floor
price on the related Series H Warrants and subordination warrants
(the “Nasdaq 20% Issuance Proposal”). A total of 17,727,356 shares
voted on Proposal 3.
Total Shares
Voted
For 16,137,512 Against 1,217,176 Abstain 372,668
Proposal 4 – Shareholders approved a reverse stock split
of outstanding common stock at a ratio between 40-to-1 and 80-to-1,
with the ratio and effective date to be determined by the Board of
Directors prior to December 31, 2016 (the “Reverse Stock Split”). A
total of 29,175,359 shares voted on Proposal 4, with 24,984,519
voting FOR the proposal, representing a majority of total shares
outstanding and entitled to vote as of the record date.
Total Shares
Voted
For 24,984,519 Against 4,150,916 Abstain 39,924
Proposal 5 – A total of 17,727,356 shares voted on
Proposal 5, representing 43.09% of total shares outstanding.
Proposal 5 required a majority of total shares outstanding and
entitled to vote as of the record date to be voted FOR the proposal
in order to be passed. Since a majority of total shares outstanding
and entitled to vote as of the record date were not voted FOR the
proposal, the proposal did not pass. Proposal 5 would have
increased the number of authorized shares of the Company’s common
stock from 200,000,000 to 350,000,000 shares, par values $0.0001
(the “Authorized Share Increase”).
Total Shares
Voted
For 16,413,971 Against 1,303,494 Abstain 9,891
Proposal 6 – Shareholders ratified BDO USA, LLP as the
Company’s independent registered public accountants for fiscal
2016. A total of 29,175,359 shares voted on Proposal 6.
Total Shares
Voted
For 24,202,015 Against 2,450,779 Abstain 2,522,565
Proposal 7 – Shareholders authorized an adjournment of
the Annual Meeting to solicit additional proxies had there been
insufficient votes to approve the above proposals (the “Adjournment
Proposal”). A total of 17,727,356 shares voted on Proposal 7.
Total Shares
Voted
For 16,420,914 Against 1,273,021 Abstain 33,421
A complete description of each proposal can be found in the
Company’s proxy statement, filed with the U.S. Securities and
Exchange Commission on August 22, 2016.
About Great Basin Scientific
Great Basin Scientific is a molecular diagnostics company that
commercializes breakthrough chip-based technologies. The Company is
dedicated to the development of simple, yet powerful,
sample-to-result technology and products that provide fast,
multiple-pathogen diagnoses of infectious diseases. The Company's
vision is to make molecular diagnostic testing so simple and
cost-effective that every patient will be tested for every serious
infection, reducing misdiagnoses and significantly limiting the
spread of infectious disease. More information can be found on the
Company's website at www.gbscience.com.
Forward-Looking Statements
This press release includes forward-looking statement regarding
events, trends and business prospects, which may affect our future
operating results and financial position, including but not limited
to statements regarding the Company’s business strategy and vision.
Forward-looking statements involve risk and uncertainties, which
could cause actual results to differ materially, and reported
results should not be considered as an indication of future
performance. These risk and uncertainties include, but are not
limited to: (i) our limited operating history and history or
losses; (ii) our ability to develop and commercialize new products
and the timing of commercialization; (iii) our ability to obtain
capital when needed; and (iv) other risks set forth in the
Company's filings with the Securities and Exchange Commission,
including the risks set forth in the company's Annual Report on
Form 10-K for the year ended December 31, 2015 and Quarterly Report
on Form 10-Q for the quarter ended June 30, 2016. These
forward-looking statements speak only as of the date hereof and
Great Basin Scientific specifically disclaims any obligation to
update these forward-looking statements, except as required by
law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160912006471/en/
Investor Relations:Great Basin ScientificBetsy Hartman,
385-215-3372ir@gbscience.comorMedia:ICRNirav Suchak,
646-277-1257Nirav.Suchak@icrinc.com