Filed Pursuant to Rule 424(b)(3)
Registration No. 333-211334
Prospectus Supplement No. 3
(to Prospectus dated May 26, 2016)

 
 
3,160,000 Units, Each Consisting of One Share of Common Stock and one
Series G Warrant, Each Series G Warrant to Purchase One Share of
Common Stock
 
 
This prospectus supplement supplements the prospectus dated May 26, 2016 (the “Prospectus”), which relates to the offering of 3,160,000 Units (the “Units”) of Great Basin Scientific, Inc. (the “Company”, “we”, “us” or “our”), each Unit consisting of one share of our common stock, par value $0.0001 (“common stock”) and one Series G Warrant (the “Series G Warrants”), each Series G Warrant to purchase one share of our common stock. The Units were issued as part of our public offering at a closing on June 1, 2016.
 
On June 1, 2016 each Unit separated into its component part, one Common Share and one Series G Warrant.
 
Each Series G Warrant is exercisable to purchase one share of our common stock (which we refer to herein as the “Series G Warrant Shares”) for a period of five years from their date of issuance. Each Series G Warrant will have an initial exercise price per share of $1.90. This prospectus also covers the shares of common stock issuable from time to time upon exercise of the Series G Warrants.
 
This prospectus supplement incorporates into our Prospectus the information contained in our (i) Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 14, 2016 and (ii) Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 17, 2016 .
 
This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
 
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.
 
Our common stock is quoted on the QTCQB under the symbol “GBSN.” On October 13, 2016 the closing bid price was $0.05 per share.
 
The date of this prospectus is October 17, 2016
 
 
 
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): October 10, 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.)
 
420 E. South Temple, Suite 520, Salt Lake City, UT
(Address of principal executive offices)
 
84111
(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:
 
☐
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 3.02 Unregistered Sales of Equity Securities

 

On October 10 through October 14 certain holders of the 2015 Notes were issued shares of the Company’s common stock pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the pre-installment amount converted for the amortization date of October 31, 2016.  In connection with the pre-installments, the Company issued 18,946 shares of common stock upon the conversion of $37,600 principal amount of 2015 Notes at a conversion price of $1.98 per share.

 

On October 10 through October 14 certain holders of the 2015 Notes were issued shares of the Company’s common stock pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the voluntary reduction under the terms of the exchange agreement dated October 2, 2016 using the alternate conversion price.  In connection with the voluntary reduction, the Company issued 17,764,915 shares of common stock upon the conversion of $1,075,142 principal amount of 2015 Notes at a conversion price between $0.07 and $0.04 per share.

 

On October 10 through October 14 certain holders of the 2015 Notes were issued shares of the Company’s common stock pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the voluntary reduction under the terms of the exchange agreement dated October 2, 2016 using the alternate conversion price. These issuances removed the deferral option from previous conversions of the note principal.  In connection with the voluntary reduction and the removal of the deferral option, the Company issued 10,246,241 shares of common stock upon to make permanent the previously converted amount of $562,500 principal amount of 2015 Notes at a conversion price between $0.07 and $0.04 per share.

 

As of October 14, 2016 a total principal amount of $12,311,920 of the 2015 Notes has been permanently converted into shares of common stock and a principal amount of $4,654,742 has been converted that is subject to deferrals. $5,133,338 principal remains to be converted, subject to deferrals. A total of $14.8 million of the proceeds from the 2015 Notes has been released to the Company including $4.6 million at closing and $10.2 million from the restricted cash accounts. $3.6 million remains in the restricted accounts to be released to the Company on November 1, 2016 per the terms of the exchange agreement dated October 2, 2016.

 

The Company previously filed an 8-K on October 7, 2016 and reported 17,013,483 shares outstanding therefore as of October 14, 2016 there are 45,043,585 shares of common stock issued and outstanding.

 

Item 3.03 Material Modifications to Rights of Security Holders

 

In connection with the voluntary reduction using the alternate conversion price in Item 3.02 hereof (the “Conversions”), the exercise prices of certain of our issued and outstanding securities were automatically adjusted to take into account the alternate conversion price of the 2015 Notes.  The exercise prices of the following securities were adjusted as follows.

 

Class A and Class B Warrants

 

As of October 14, 2016, the Company had outstanding Class A Warrants to purchase 52 shares and Class B Warrants to purchase 33 shares of common stock of the Company. The Class A and Class B Warrants include a provision which provides that the exercise price of the Class A and Class B Warrants will be adjusted in connection with certain equity issuances by the Company.  The consummation of the Conversions triggers an adjustment to the exercise price of the Class A and Class B Warrants.  Therefore, during the period of October 10 through October 14, 2016, the exercise price for the Class A and Class B Warrants was adjusted from $0.16 to $0.04 per share of common stock.

 
 

 

Common Stock Warrants

 

As of October 14, 2016, the Company had outstanding certain common stock warrants to purchase 2 shares of common stock of the Company.  As a result of the Conversions, during the period of October 10 through October 14, 2016, the exercise price for certain Common Warrants was adjusted from $0.16 to $0.04 per share of common stock.

 

Series B Warrants

 

As of October 14, 2016, the Company has outstanding Series B Warrants to purchase 36 shares of common stock of the Company. The Series B Warrants include a provision which provides that the exercise prices of the Series B Warrants will be adjusted in connection with certain equity issuances by the Company.  The consummation of the Conversions triggers an adjustment to the exercise price of the Series B Warrants.  Therefore, during the period of October 10 through October 14, 2016, the exercise price for the Series B Warrants was adjusted from 147,944 to $127,435 per share of common stock.

 

Series G Warrants

 

As of October 14, 2016, the Company had outstanding Series G Warrants to purchase 38,438 shares of common stock of the Company. The Series G Warrants include a provision which provides that the exercise price of the Series G Warrants will be adjusted in connection with certain equity issuances by the Company.  The consummation of the Conversions triggers an adjustment to the exercise price of the Series G Warrants.  Therefore, during the period of October 10 through October 14, the exercise price for the Series G Warrants was adjusted from $0.16 to $0.04 per share of common stock.


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: October 14, 2016
 
 
 
By:
 
/s/ Ryan Ashton
 
 
 
 
 
 
Ryan Ashton
 
 
 
 
 
 
President and Chief Executive Officer
   

 
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): October 17, 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:
 
☐
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.

 

On October 17, 2016, Great Basin Scientific, Inc. (the “Company”) entered into separate agreements (each, an “Amended Leak-Out Agreement”) with each of the buyers (“Buyers”) listed on the Schedule of Buyers attached to that certain Securities Purchase Agreement, dated December 28, 2015, by and among the Company and the Buyers. In each Amended Leak-Out Agreement, the Company and a Buyer agreed that during the period commencing on October 17, 2016 through and including October 21, 2016, neither such Buyer nor any of its affiliates will sell, directly or indirectly, on any trading day more than a fixed percentage (as designated in such Leak-Out Agreement, which, in the aggregate for all Buyers, equals approximately 40%) of the trading volume of our common stock on the Nasdaq Capital Market, unless our common stock is then trading above the lower of (x) $5.50 or (y) 120% of the closing bid price of our common stock as of the trading day immediately preceding such date of determination.

 

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

 

Item 9.01 Financial Statements and Exhibits

 

EXHIBIT DESCRIPTION
   

10.1

Form of Amended Leak-Out 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: October 17, 2016
 
 
 
By:
 
/s/ Ryan Ashton
 
 
 
 
 
 
Ryan Ashton
 
 
 
 
 
 
President and Chief Executive Officer