SALT LAKE CITY--(BUSINESS WIRE)--Great Basin Scientific, Inc. (NASDAQ:GBSN), a molecular diagnostics company, today announced the Company will have sufficient authorized, unreserved and unissued shares of common stock to convert all remaining Series C warrants to shares of its common stock. Therefore, effective 5 p.m. New York City time on Thursday, January 21, 2016, each unexercised Series C warrant will automatically convert into 11.18 shares of Great Basin common stock or to a pre-funded right to acquire 11.18 of shares of Great Basin common stock or a combination thereof. Upon conversion of the remaining Series C Warrants, Great Basin will have approximately 75.5 million shares of common stock outstanding (including pre-funded rights which are convertible into shares of common stock).
Today, January 20, 2016, the Company received 2,264,595 Series C warrant exercise requests. The Company settled 143,196 of those warrants in cash and settled the remainder by issuing 31.5 million shares of common stock. The Company also received 116,620 Underwriter Option exercise requests for 932,960 Series C warrants and 116,620 Series E Preferred Shares, of which 516,472 of the Series C Warrants were immediately converted into 7.7 million shares of common stock. Total Series C warrants converted, including warrants from the exercised Underwriter Option, were 2,781,067, and total shares issued today were 39.2 million. The Company now has 61.8 million shares of common stock outstanding which leaves 18.0 million authorized, unreserved and unissued shares available for the remaining Series C warrant exercises or mandatory conversion. Please see Exhibit A for a detailed capitalization table which reflects our capitalization as it will be as of 5 p.m. January 21st, when all Series C warrants have been converted into shares of our Common Stock.
As of close of market today, January 20, 2016, the Company had approximately 1.23 million Series C warrants outstanding, including those issued as a result of Underwriter Option exercises. All of the Series C warrants will convert at 5 p.m. New York City time tomorrow, January 21, 2016, into 11.18 shares of Great Basin common stock per Series C warrant based on the January 19, 2016 closing bid price of $0.1991 and the effective Black Scholes value as calculated under the Series C warrant agreement.
Those Series C warrant holders whose holdings, upon mandatory conversion, would exceed 4.99% of Great Basin’s outstanding shares of common stock, will receive shares of common stock up to the 4.99% limit and then receive a pre-funded right exercisable to acquire the remaining portion of shares of common stock due to them upon mandatory conversion. Pre-funded rights will only be issued upon mandatory conversion of the Series C warrants. Holders of pre-funded rights may convert their rights into the specified number of shares of common stock without any additional payment at their sole discretion at any time until February 25, 2020 up to the 4.99% limit. After February 25, 2020, the rights will expire unexercised.
When the Series C warrants automatically convert, the number of shares or pre-funded rights each Series C warrant holder will receive will be fixed and will not change regardless of Great Basin’s future stock price. However, shares of common stock will not be delivered to Series C warrant holders until the warrant holder surrenders his or her Series C warrants.
In order to receive their shares or pre-funded rights, warrant holders must include with their Series C warrant a completed Series C Warrant mandatory exercise form which is available on the Company’s website at http://client.irwebkit.com/gbscience.
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.
Forward-Looking Statements
This press release includes forward-looking statements regarding the exercise and exchange of Series C warrants, the Company having sufficient authorized, unreserved and unissued shares to settle all Series C warrants upon mandatory conversion, and the potential issuance of pre-funded rights upon mandatory conversion of the Series C Warrants. 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 of 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. 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.
The shares of common stock and pre-funded rights issuable upon exercise of the Series C Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities laws and may not be offered or sold absent such registration or pursuant to an available exemption from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy securities nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
Exhibit A
Pro-Forma Capitalization Table January 20, 2016 (in millions of shares)
| Authorized Shares | 200.0 | |
| Shares Issued and Outstanding as of January 20, 2016 | 61.8 | |
| Shares and Pre-funded Rights to be issued for the Unexercised Series C Warrants | 13.7 | |
| Pro-Forma Total Shares Outstanding as of 5:00 pm January 21, 2016 | 75.5 | |
| Shares Reserved for the Convertible Note and Other Related Derivative Securities | 120.0 | |
| Shares Reserved for Other Derivative Securities | 0.2 | |
| Unreserved and Unissued Shares | 4.3 |
