Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 22, 2016, Great Basin Scientific,
Inc. (the “
Company
”) held a special meeting (the “
Special Meeting
”) of its stockholders.
At the Special Meeting, the stockholders approved an amendment to the Company’s Seventh Amended and Restated Certificate
of Incorporation (the “
Certificate of Incorporation
”) to effect a reverse stock split of the Company’s
common stock at a ratio between 1 to 200 and 1 to 300, such ratio and to be the effective on a date to be determined by the board
of directors of the Company (the “
Board
”) (the “
Reverse Stock Split
”) and to increase the
number of authorized shares of the Company’s common stock from 200,000,000 shares, par value $0.0001, to 1,500,000,000 shares,
par value $0.0001 to be effective on a date to be determined by the Company’s board of directors (the “
Authorized
Share Increase
”). On December 22, 2016, the Board held a meeting and approved (i) the Reverse Stock Split at a ratio
of 1 to 300, such Reverse Stock Split to be effective at 12:01 am EST on December 28, 2016 and (ii) the Authorized Share Increase
to be effective at 12:01 am EST on December 28, 2016.
On December 22, 2016, the Company filed
a Fifth Certificate of Amendment to its Certificate of Incorporation (the “
Amendment
”) with the Secretary of
State of the State of Delaware, which will effect the Reverse Stock Split and the Authorized Share Increase on December 28, 2016
at 12:01 am EST.
As a result of the Reverse Stock Split,
every three hundred (300) shares of the Company’s issued and outstanding common stock, par value $0.0001 will be converted
into one (1) share of common stock, par value $0.0001 reducing the number of issued and outstanding shares of the Company’s
common stock from approximately 199 million to approximately 663,334. There was no change in the par value of the common stock.
As a result of the Authorized Share Increase
the company’s authorized shares of common stock will increase from 200,000,000 to 1,500,000,000 shares, par value $0.0001.
There was no change in the par value of the common stock and the number of authorized shares of preferred stock will not change.
No fractional shares will be issued in
connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they
hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by three hundred (300),
will have the number of post-reverse split shares of the Company’s common stock to which they are entitled rounded up to
the next whole number of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares.
The Reverse Stock Split will not change
the authorized number of shares of common stock or preferred stock of the Company, but as noted above the Authorized Share Increase
will change the number of authorized shares of common stock.
Pursuant
to the terms of the Company’s Series E Convertible Preferred Stock (the “
Series E Preferred Shares
”),
the Series F Convertible Preferred Stock (the “
Series F Preferred Shares
”) and the Company’s senior secured
convertible notes (the “
Convertible Notes
”), the conversion price at which Series E Preferred Shares, the Series
F Preferred Shares and Convertible Notes may be converted into shares of common stock will be proportionately adjusted to reflect
the Reverse Stock Split. In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise
price and number of shares issuable under of all of the Company’s outstanding stock options and warrants to purchase shares
of common stock, and the number of shares reserved for issuance pursuant to the Company’s equity compensation plans will
be reduced proportionately.
Trading of the Company’s common stock
on the OTCQB on a split-adjusted basis is expected to begin at the opening of trading on December 28, 2016. The trading symbol
for the common stock will remain “GBSN.” The new CUSIP number for the Common Stock following the Reverse Stock Split
is 39013L 809.
The above description of the Amendment,
the Reverse Stock Split and the Authorized Share is a summary of the material terms thereof and is qualified in its entirety by
reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Special Meeting of Stockholders
On December 22, 2016, the Company held a special meeting of
its stockholders (the “
Special Meeting
”), at 1400 Wewatta Street, Suite 400, Denver, Colorado 80202 at 1:00
p.m. local time. At the Special Meeting, stockholders representing 117,995,349 shares of common stock and 18,271,911 shares of
Series F Preferred Stock, voting on an as-converted basis (subject to limitations on voting rights as set forth in the certificate
of designation for the Series F Preferred Stock) (collectively, the common stock and the as-converted shares of Series F Preferred
Stock are referred to as the “
Voting Stock
”), 81.67% of the Company’s issued and outstanding Voting Stock
as of the record date of November 7, 2016, were present in person or by proxy, representing a quorum for the purposes of the Special
Meeting. The matters voted on at the Special Meeting and the results of the votes were as follows:
1.
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The stockholders approved an amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.0001, at a ratio between 200-to-1 and 300-to-1, and to be effective upon a date on or prior to February 28, 2017, such ratio and date to be determined by the Company’s board of directors (the “
Reverse Stock Split
”).
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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106,485,911
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29,223,575
|
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557,774
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0
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2.
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The stockholders approved an amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from 200,000,000 shares, par value $0.0001, to 1,500,000,000 shares, par value $0.0001 to be effective on a date to be determined by the Company’s board of directors on or prior to February 28, 2017 (the “
Authorized Share Increase
”). There were two votes on the Authorized Share Increase, a vote of the Voting Stock voting as a combined class (common stock and Series F Preferred Stock) and a vote of the common stock voting as a separate class.
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Voting Stock Results
FOR
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AGAINST
|
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ABSTAIN
|
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BROKER NON-VOTES
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105,870,456
|
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29,845,850
|
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550,954
|
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0
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Common Stock as Separate Class Results
FOR
|
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AGAINST
|
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ABSTAIN
|
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BROKER NON-VOTES
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87,598,545
|
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29,845,850
|
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550,954
|
|
0
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3.
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The stockholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies in the event the stockholders did not approve the Reverse Stock Split or Authorized Share Increase proposal.
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FOR
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AGAINST
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ABSTAIN
|
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BROKER NON-VOTES
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106,644,703
|
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28,996,428
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626,129
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0
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Because all matters at the Special Meeting were approved, the
Company decided against adjourning the Special Meeting to solicit additional proxies.