Filed Pursuant to Rule 424(b)(3)
Registration No. 333-211334
Prospectus Supplement No. 4
(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 (i)
Amended Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 2016 as filed with the SEC on October 21, 2016; (ii) Amended Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2016 as filed with the SEC on October 21, 2016; and (iii) Current Report Form 8-K as filed on October 21, 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 21, 2016 the closing bid price was $0.04 per share.
The date of this prospectus is October 24, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q/A
Amendment No. 1
___________________
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2016
|
☐
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
to
Commission File Number 001-36662
GREAT BASIN SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
83-0361454
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
420 E. South Temple, Suite 520, Salt Lake City, UT
|
|
84111
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(801) 990-1055
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer
|
|
☐
|
|
Accelerated Filer
|
|
☐
|
|
|
|
|
|
|
Non-Accelerated Filer
|
|
☐
(Do not check if a smaller reporting company)
|
|
Smaller Reporting Company
|
|
☒
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
The issuer had 65,297,085 shares of common stock outstanding as of October 20, 2016.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) amends the Quarterly Report on Form 10-Q of Great Basin Scientific Inc. (the “Registrant”) for the fiscal quarter ended March 31, 2016, filed with the Securities and Exchange Commission (“SEC”) on May 12, 2016 (the “Original 10-Q”). This Amendment No. 1 is being filed for the sole purpose of correcting the certifications required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “302 Certifications”), certain provisions of which were inadvertently omitted when the Original 10-Q was filed. The amended 302 Certifications are being filed in their entirety as Exhibits 31.1 and 31.2 to this Amendment No. 1. Each certification, as corrected by this amended Quarterly Report on Form 10-Q/A, was true and correct as of the date of the Original Report.
Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original 10-Q and the the Registrant has not updated disclosures included therein to reflect any events that occurred subsequent to May 12, 2016. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-Q and the Registrant’s filings made with the SEC subsequent to the filing of the Original 10-Q. The filing of this Amendment No. 1 shall not be deemed an admission by the Registrant that the Original 10-Q, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement contained therein not misleading.
ITEM 6. EXHIBITS
The list of exhibits in the Exhibit Index to this quarterly report is incorporated herein by reference.
SIGNATURES
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 thereunto duly authorized.
|
|
|
GREAT BASIN SCIENTIFIC, INC.
|
|
|
|
|
|
|
Dated: October 21, 2016
|
|
|
|
By:
|
|
/s/ Ryan Ashton
|
|
|
|
|
|
Ryan Ashton
|
|
|
|
|
|
President, Chief Executive Officer, and Director
(Principal Executive Officer)
|
|
|
|
|
|
|
Dated: October 21, 2016
|
|
|
|
By:
|
|
/s/ Jeffrey A. Rona
|
|
|
|
|
|
Jeffrey A. Rona
|
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
EXHIBIT INDEX
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
Seventh Amended and Restated Certificate of Incorporation of Great Basin Scientific, Inc. as amended through March 30, 2016 (19)
|
|
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Great Basin Scientific, Inc. (2)
|
|
|
|
|
|
3.4
|
|
Form of Certificate of Designation of Series E Convertible Preferred Stock. (5)
|
|
|
|
|
|
3.5
|
|
Certificate of Amendment to Certificate of Designation of Series E Convertible Preferred Stock, as filed with the Delaware Secretary of State on June 23, 2015. (7)
|
|
|
|
|
|
4.1
|
|
Specimen certificate evidencing shares of common stock. (2)
|
|
|
|
|
|
4.2
|
|
Amended and Restated Voting Agreement dated as of July 30, 2014. (1)
|
|
|
|
|
|
4.3
|
|
Third Amended and Restated Investor Rights Agreement dated as of April 21, 2014. (1)
|
|
|
|
|
|
4.4
|
|
Form of Second Amended and Restated Series C Warrant. (8)
|
|
|
|
|
|
4.5
|
|
Form of Warrant to Purchase common stock. (4)
|
|
|
|
|
|
4.6
|
|
Form of Warrant to Purchase common stock or Preferred Stock. (4)
|
|
|
|
|
|
4.7
|
|
Form of Warrant to Purchase common stock. (4)
|
|
|
|
|
|
4.8
|
|
Form of Series A Warrant. (3)
|
|
|
|
|
|
4.9
|
|
Form of Series B Warrant. (3)
|
|
|
|
|
|
4.10
|
|
Amended and Restated Form of Series C Warrant (amended and restated as of June 23, 2015). (7)
|
|
|
|
|
|
4.11
|
|
Form of Unit Purchase Option issued in connection with the Registrant’s follow-on offering. (5)
|
|
|
|
|
|
4.12
|
|
Form of Representative’s Warrant issued in connection with the Registrant’s initial public offering. (3)
|
|
|
|
|
|
4.13
|
|
Form of Senior Secured Convertible Note, filed as Exhibit A to the Securities Purchase Agreement (9)
|
|
|
|
|
|
4.14
|
|
Form of Series D Warrant, filed as Exhibit B to the Securities Purchase Agreement (9)
|
|
|
|
|
|
4.15
|
|
Form of Series E Warrant (16)
|
|
|
|
|
|
4.16
|
|
Form of Subscription Agreement (16)
|
|
|
|
|
|
10.1
|
|
Amendment Agreement to Securities Purchase Agreement between the Company and certain holders of its Notes and Series D warrants, dated February 8, 2016 (10)
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
10.2
|
|
Settlement Agreement between the Company and Dawson James dated February 8, 2016 (11)
|
|
|
|
|
|
10.3
|
|
Consulting Agreement between the Company and Dawson James dated February 8, 2016 (11)
|
|
|
|
|
|
10.4
|
|
Amendment Agreement to Registration Rights Agreement between the Company and certain holders of its convertible notes and Series D warrants, dated February 13, 2016. (14)
|
|
|
|
|
|
10.5
|
|
Placement Agent Agreement by and between the Company and Roth Capital Partners, LLC (16)
|
|
|
|
|
|
10.6
|
|
Form of Second Amendment Agreement to the Registration Rights Agreement (17)
|
|
|
|
|
|
10.7
|
|
Second Amendment to Lease between Bay Pacific East South Temple, LLC and Great Basin Scientific, Inc. (18)
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(19)
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(19)
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document (19)
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document(19)
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (19)
|
|
|
|
|
|
101.DEF
|
|
BRL Taxonomy Extension Definition Linkbase Document (19)
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (19)
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (19)
|
|
@
|
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a grant of confidential treatment from the SEC.
|
|
(1)
|
Filed as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-197954) filed with the SEC on August 20, 2014, and incorporated herein by reference.
|
|
(2)
|
Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-197954) filed with the SEC on September 8, 2014, and incorporated herein by reference.
|
|
(3)
|
Filed as an exhibit to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-197954) filed with the SEC on September 23, 2014, and incorporated herein by reference.
|
|
(4)
|
Filed as an exhibit to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-197954) filed with the SEC on September 24, 2014, and incorporated herein by reference.
|
|
(5)
|
Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-201596) filed with the SEC on February 24, 2015, and incorporated herein by reference.
|
|
(7)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-3662) filed with the SEC on June 23, 2015, and incorporated herein by reference.
|
|
(8)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on December 7, 2015 and incorporated herein by reference.
|
|
(9)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on December 28, 2015 and incorporated herein by reference
|
|
(10)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on February 8, 2016 and incorporated herein by reference
|
|
(11)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on February 8, 2016 and incorporated by reference.
|
|
(12)
|
Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-207761) filed with the SEC on February 9, 2016 and incorporated herein by reference.
|
|
(13)
|
Filed as an exhibit to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-207761) filed with the SEC on February 11, 2016 and incorporated by reference.
|
|
(14)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on February 16, 2016 and incorporated herein by reference.
|
|
(15)
|
Filed as an exhibit to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-207761) filed with the SEC on February 16, 2016 and incorporated by reference.
|
|
(16)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on February 19, 2016 and incorporated herein by reference.
|
|
(17)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on February 29, 2016 and incorporated herein by reference.
|
|
(18)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on March 16, 2016 and incorporated herein by reference.
|
|
(19)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36662) filed with the SEC on May 12, 2016 and incorporated herein by reference.
|
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ryan Ashton, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q/A of Great Basin Scientific, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
Date: October 21, 2016
|
|
|
|
By:
|
|
/s/ Ryan Ashton
|
|
|
|
|
|
|
|
Ryan Ashton
|
|
|
|
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey A. Rona, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q/A of Great Basin Scientific, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
Date: October 21, 2016
|
|
|
|
By:
|
|
/s/ Jeffrey A. Rona
|
|
|
|
|
|
|
|
Jeffrey A. Rona
|
|
|
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q/A
___________________________
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2016
|
☐
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
to
Commission File Number 001-36662
GREAT BASIN SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
83-0361454
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
420 E. South Temple, Suite 520, Salt Lake City, UT
|
|
84111
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(801) 990-1055
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer
|
|
☐
|
|
Accelerated Filer
|
|
☐
|
|
|
|
|
|
|
Non-Accelerated Filer
|
|
☐
(Do not check if a smaller reporting company)
|
|
Smaller Reporting Company
|
|
☒
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
The issuer had 65,297,085 shares of common stock outstanding as of October 20, 2016.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) amends the Quarterly Report on Form 10-Q of Great Basin Scientific Inc. (the “Registrant”) for the fiscal quarter ended June 30, 2016, filed with the Securities and Exchange Commission (“SEC”) on August 11, 2016 (the “Original 10-Q”). This Amendment No. 1 is being filed for the sole purpose of correcting the certifications required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “302 Certifications”), certain provisions of which were inadvertently omitted when the Original 10-Q was filed. The amended 302 Certifications are being filed in their entirety as Exhibits 31.1 and 31.2 to this Amendment No. 1. Each certification, as corrected by this amended Quarterly Report on Form 10-Q/A, was true and correct as of the date of the Original Report.
Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original 10-Q and the the Registrant has not updated disclosures included therein to reflect any events that occurred subsequent to August 11, 2016. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-Q and the Registrant’s filings made with the SEC subsequent to the filing of the Original 10-Q. The filing of this Amendment No. 1 shall not be deemed an admission by the Registrant that the Original 10-Q, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement contained therein not misleading.
ITEM 6. EXHIBITS
The list of exhibits in the Exhibit Index to this quarterly report is incorporated herein by reference
SIGNATURES
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 thereunto duly authorized.
|
|
|
GREAT BASIN SCIENTIFIC, INC.
|
|
|
|
|
|
|
Dated: October 21, 2016
|
|
|
|
By:
|
|
/s/ Ryan Ashton
|
|
|
|
|
|
Ryan Ashton
|
|
|
|
|
|
President, Chief Executive Officer, and Director
(Principal Executive Officer)
|
|
|
|
|
|
|
Dated: October 21, 2016
|
|
|
|
By:
|
|
/s/ Jeffrey A. Rona
|
|
|
|
|
|
Jeffrey A. Rona
|
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
EXHIBIT INDEX
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
Seventh Amended and Restated Certificate of Incorporation of Great Basin Scientific, Inc. as amended through March 30, 2016 (10)
|
|
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Great Basin Scientific, Inc. (2)
|
|
|
|
|
|
3.4
|
|
Form of Certificate of Designation of Series E Convertible Preferred Stock. (5)
|
|
|
|
|
|
3.5
|
|
Certificate of Amendment to Certificate of Designation of Series E Convertible Preferred Stock, as filed with the Delaware Secretary of State on June 23, 2015. (6)
|
|
|
|
|
|
4.1
|
|
Specimen certificate evidencing shares of common stock. (2)
|
|
|
|
|
|
4.2
|
|
Amended and Restated Voting Agreement dated as of July 30, 2014. (1)
|
|
|
|
|
|
4.3
|
|
Third Amended and Restated Investor Rights Agreement dated as of April 21, 2014. (1)
|
|
|
|
|
|
4.4
|
|
Form of Second Amended and Restated Series C Warrant. (7)
|
|
|
|
|
|
4.5
|
|
Form of Warrant to Purchase common stock. (4)
|
|
|
|
|
|
4.6
|
|
Form of Warrant to Purchase common stock or Preferred Stock. (4)
|
|
|
|
|
|
4.7
|
|
Form of Warrant to Purchase common stock. (4)
|
|
|
|
|
|
4.8
|
|
Form of Series A Warrant. (3)
|
|
|
|
|
|
4.9
|
|
Form of Series B Warrant. (3)
|
|
|
|
|
|
4.10
|
|
Amended and Restated Form of Series C Warrant (amended and restated as of June 23, 2015). (6)
|
|
|
|
|
|
4.11
|
|
Form of Unit Purchase Option issued in connection with the Registrant’s follow-on offering. (5)
|
|
|
|
|
|
4.12
|
|
Form of Representative’s Warrant issued in connection with the Registrant’s initial public offering. (3)
|
|
|
|
|
|
4.13
|
|
Form of Senior Secured Convertible Note, filed as Exhibit A to the 2015 Securities Purchase Agreement (8)
|
|
|
|
|
|
4.14
|
|
Form of Series D Warrant, filed as Exhibit B to the 2015 Securities Purchase Agreement (8)
|
|
|
|
|
|
4.15
|
|
Form of Series E Warrant (11)
|
|
|
|
|
|
4.16
|
|
Form of Subscription Agreement February 2016 (11)
|
|
|
|
|
|
4.17
|
|
Form of Series G Warrant (12)
|
|
|
|
|
|
4.18
|
|
Form of Subscription Agreement June 2016 (12)
|
|
|
|
|
|
4.19
|
|
Form of Senior Secured Convertible Note, filed as Exhibit A to the 2016 Securities Purchase Agreement (13)
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
4.20
|
|
Form of Series H Warrant, filed as Exhibit B to the 2016 Securities Purchase Agreement (13)
|
|
|
|
|
|
10.1
|
|
Form of Warrant Exchange Agreement (14)
|
|
|
|
|
|
10.2
|
|
Form of Third Amendment to the Registration Rights Agreement (15)
|
|
|
|
|
|
10.3
|
|
Form of Waiver Agreement with 2015 Noteholders (16)
|
|
|
|
|
|
10.4
|
|
Securities Purchase Agreement dated June 29, 2016 (13)
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (17)
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (17)
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document (17)
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (17)
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (17)
|
|
|
|
|
|
101.DEF
|
|
BRL Taxonomy Extension Definition Linkbase Document (17)
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (17)
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (17)
|
|
@
|
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a grant of confidential treatment from the SEC.
|
|
(1)
|
Filed as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-197954) filed with the SEC on August 20, 2014, and incorporated herein by reference.
|
|
(2)
|
Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-197954) filed with the SEC on September 8, 2014, and incorporated herein by reference.
|
|
(3)
|
Filed as an exhibit to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-197954) filed with the SEC on September 23, 2014, and incorporated herein by reference.
|
|
(4)
|
Filed as an exhibit to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-197954) filed with the SEC on September 24, 2014, and incorporated herein by reference.
|
|
(5)
|
Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-201596) filed with the SEC on February 24, 2015, and incorporated herein by reference.
|
|
(6)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-3662) filed with the SEC on June 23, 2015, and incorporated herein by reference.
|
|
(7)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on December 7, 2015 and incorporated herein by reference.
|
|
(8)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on December 28, 2015 and incorporated herein by reference
|
|
(10)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36662) filed with the SEC on May 12, 2016 and incorporated herein by reference
|
|
(11)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on February 19, 2016 and incorporated herein by reference.
|
|
(12)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on May 26, 2016 and incorporated herein by reference.
|
|
(13)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on June 29, 2016 and incorporated herein by reference.
|
|
(14)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on April 4, 2016 and incorporated herein by reference.
|
|
(15)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on May 12, 2016 and incorporated herein by reference.
|
|
(16)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36662) filed with the SEC on May 24, 2016 and incorporated herein by reference
|
|
(17)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36662) filed with the SEC on August 11, 2016 and incorporated herein by reference
|
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ryan Ashton, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q/A of Great Basin Scientific, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
Date: October 21, 2016
|
|
|
|
By:
|
|
/s/ Ryan Ashton
|
|
|
|
|
|
|
|
Ryan Ashton
|
|
|
|
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey A. Rona, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q/A of Great Basin Scientific, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
Date: October 21, 2016
|
|
|
|
By:
|
|
/s/ Jeffrey A. Rona
|
|
|
|
|
|
|
|
Jeffrey A. Rona
|
|
|
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting 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.)
|
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 17 through October 21 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 14,866,668 shares of common stock and applied 43,535 of previously issued shares upon the conversion of $370,899 principal amount of 2015 Notes at a conversion price between $0.03 and $0.02 per share. All of the previously issued shares have now been applied.
On October 17 through October 21 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 11,792,839 shares of common stock to make permanent the previously converted amount of $297,500 principal amount of 2015 Notes at a conversion price between $0.03 and $0.02 per share.
As of October 21, 2016 a total principal amount of $12,979,510 of the 2015 Notes has been permanently converted into shares of common stock and a principal amount of $4,358,052 has been converted that is subject to deferrals. $4,762,438 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 14, 2016 and reported 45,043,585 shares outstanding therefore as of October 21, 2016 there are 71,703,092 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 21, 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 17 through October 21, 2016, the exercise price for the Class A and Class B Warrants was adjusted from $0.04 to $0.02 per share of common stock.
Common Stock Warrants
As of October 21, 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 17 through October 21, 2016, the exercise price for certain Common Warrants was adjusted from $0.04 to $0.02 per share of common stock.
Series B Warrants
As of October 21, 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 17 through October 21, 2016, the exercise price for the Series B Warrants was adjusted from $127,435 to $110,017 per share of common stock.
Series G Warrants
As of October 21, 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 17 through October 21, the exercise price for the Series G Warrants was adjusted from $0.04 to $0.02 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 21, 2016
|
By:
|
/s/ Ryan Ashton
|
|
|
|
Ryan Ashton
|
|
|
|
President and Chief Executive Officer
|