8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of TheSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 18, 2017

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)	(I.R.S. 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 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 18, 2017, Great Basin Scientific, Inc. and Spring Forth Investments, LLC (the “Lender”) entered into an Amendment to Spring Forth Promissory Note pursuant to which the maturity date of the promissory note issued in favor of the Lender on July 18, 2014 (the “Note”) was extended from July 18, 2017 to July 18, 2018.  The remaining terms of the Note remain unchanged.  The Lender voluntarily agreed to extend the maturity date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title or Description
10.1*	Amendment to Spring Forth Promissory Note.

*File 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.

	GREAT BASIN SCIENTIFIC, INC.
Date: July 24, 2017	By:	/s/ Ryan Ashton
		Name:  Ryan Ashton Title:  President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
10.1*	Amendment to Spring Forth Promissory Note.

*Filed herewith.

EX-10.1

Exhibit 10.1

AMENDMENT TO SPRING FORTH PROMISSORY NOTE

 This Amendment to Spring Forth Promissory Note (the “Amendment”), dated July 18, 2017 (the “Effective Date”), is entered into by and between Great Basin Scientific, Inc., a Delaware corporation (the “Company”), and Spring Forth Investments, LLC a Utah limited liability company (“Lender” and together with the Company, the “Parties” and each, a “Party”).

 WHEREAS, on July 18, 2014, the Lender loaned the Company $500,000 pursuant to a promissory note (the “Original Note”);

WHEREAS, the Maturity Date of the Original Note was July 18, 2015;

WHEREAS, pursuant to the terms of the Original Note, the Company exercised its right to extend the Maturity Date to July 18, 2016;

 WHEREAS, on July 18, 2016 the Parties executed that certain Amendment to Spring Forth Promissory Note extending the Maturity Date of the Original Note to July 18, 2017;

 WHEREAS, the Parties hereto desire to again amend the Original Note to extend the Maturity Date to July 18, 2018 on the terms and subject to the conditions set forth herein; and

 WHEREAS, pursuant to Section 13 of the Original Note, the amendments contemplated by the Parties must be contained in a written agreement signed by the Company and Lender.

 NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Original Note.

 2. Amendment to the Original Note. As of the Effective Date, the Original Note is hereby amended or modified as follows:  

The second sentence of the first paragraph of the Original Note is hereby amended to state:

All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on July 18, 2018 (the “Maturity Date”).

 3. Date of Effectiveness; Limited Effect. This Amendment will become effective as of the Effective Date. Except as expressly provided in this Amendment, all of the terms and provisions of the Original Note are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Original Note or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Original Note to “this Note,” “the Note,” “hereunder,” “hereof,” “herein” or words of like import will mean and be a reference to the Original Note as amended by this Amendment.

 4. Miscellaneous.

 (a) This Amendment is governed by, and construed in accordance with, the laws of the State of Utah, without regard to the conflict of laws provisions of the State of Utah.

(b) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.

(c) The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.

(d) This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment. 

(e) This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. 

GREAT BASIN SCIENTIFIC, INC.

By:/s/ Jeffrey Rona____________________           

Name: Jeffrey Rona

Title: CFO

SPRING FORTH INVESTMENTS, LLC

By:/s/ David Spafford_________________         

Name: David Spafford

Title: Manager