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):  March 9, 2017 

GREAT BASIN SCIENTIFIC, INC.

 (Exact name of registrant as specified in its charter)

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 is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Special Meeting of Stockholders

On March 9, 2017, Great Basin Scientific, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) at the offices of Mitchell Silberberg & Knupp LLP, 11377 W. Olympic Blvd., Los Angeles, CA 90064 at 2:00 p.m. local time. At the Special Meeting, stockholders representing 548,940,577 shares of common stock and 107,541,543 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”), 83.32% of the Company’s issued and outstanding Voting Stock as of the record date of January 31, 2017, 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.       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 1-for-1,700 and 1-for-2,000, and to be effective upon a date on or prior to May 31, 2017, such ratio and date to be determined by the Board.

2.       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 1,500,000,000 shares, par value $0.0001, to 3,000,000,000 shares, par value $0.0001 to be effective at a date to be determined by the Company’s board of directors on or prior to May 31, 2017. 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.

Voting Stock Results

Common Stock as Separate Class Results

Based on the tabulated votes set forth above, each of the foregoing proposals was approved. Because the proposals were adopted and approved, the proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies was not presented at the Special Meeting.

On March 9, 2017, the Company issued a press release announcing the results of the Special Meeting. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

*Furnished herewith

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 hereunto duly authorized.

Exhibit Index

*Furnished herewith

Exhibit 99.1

Great Basin Scientific Receives Stockholder Approval for Reverse Stock

Split and Authorized Share Increase During Special Meeting

Salt Lake City, March 9, 2017 – Great Basin Scientific, Inc. (OTCQB: GBSN), a molecular diagnostics company, announced that during a special meeting of stockholders held today, stockholders approved a reverse split of the Company’s common stock at a ratio between 1 for 1,700 and 1 for 2,000 and an increase in the Company’s authorized shares of common stock from 1.5 billion to 3.0 billion. The Company’s Board of Directors expects to set the exact ratio and effect the stock split upon the completion of the Financial Industry Regulatory Authority‘s review. In addition, the Company’s Board of Directors may, in its sole discretion, increase the Company’s authorized shares of common stock on or prior to May 31, 2017.

Special Meeting Results

A third-party proxy management firm tabulated the proxy votes for the special meeting. Results of the special meeting follow:

Proposal 1 – Approval to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio between 1-for-1,700 and 1-for-2,000 to be effective upon a date on or prior to May 31, 2017, such ratio and date to be determined by the Company’s Board of Directors. The reverse stock split proposal was approved by a vote of 64.38% of issued and outstanding shares of common stock and Series F Convertible Preferred Stock, voting on an as-converted basis, (subject to limitations on voting as set forth in the certificate of designation for the Series F Preferred Stock), which voted as a single class.

Proposal 2 – Approval to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 shares to 3,000,000,000 shares, to be effective on a date on or prior to May 31, 2017, such date to be determined by the Board of Directors. The proposal was approved by a vote of 64.32% of the Company’s issued and outstanding shares of common stock and Series F Convertible Preferred Stock, voting on an as-converted basis, (subject to limitations on voting as set forth in the certificate of designation for the Series F Preferred Stock), which voted as a single class, and 58.68% of the Company’s issued and outstanding shares of common stock voting as a separate class.

Additional information regarding the Company's reverse stock split and authorized share increase are available in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on February 21, 2017.

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 statements including but not limited to, statements regarding the consummation of the reverse stock split and the increase in authorized shares of common stock. 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 Board of Directors setting the exact stock split ratio, if at all, (ii) our Board of Directors approving the filing of an amendment to the Certificate of Incorporation increasing the amount of authorized shares of common stock, if at all, and (iii) 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 fiscal year ended December 31, 2015 and Quarterly Report on Form 10-Q for the quarter ended September 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.

Contact:

Betsy Hartman, Great Basin Scientific

385.215.3372

ir@gbscience.com

###