SALT LAKE CITY--(BUSINESS WIRE)--
Great Basin Scientific, Inc. (Nasdaq:GBSN), a molecular diagnostics company, announced today approval of all but one proposal during the 2016 Annual Meeting of Stockholders. Shareholders elected two members to the Board of Directors and approved the Series E Warrants Exchange, the Nasdaq 20% Issuance, and the Adjournment proposals. Shareholders also approved a reverse stock split and ratified the appointment of the Company’s independent registered public accounting firm. Shareholders did not approve an increase in the number of authorized shares from 200 million to 350 million.
An independent Inspector of Elections certified all voting results for the Annual Meeting, which was held today. There were 41,124,301 total shares outstanding and entitled to vote as of the record date of August 9, 2016.
The final tabulation of votes for each proposal is as follows:
Proposal 1 – Shareholders elected Messrs. Chawla and Labrum to three-year terms by a plurality of the votes cast. A total of 17,727,356 shares voted on Proposal 1.
|
Nominee |
Total Shares For |
Total Shares Withheld |
||
| Sam Chawla | 14,342,271 | 3,385,085 | ||
| Ronald Labrum | 14,354,877 | 3,372,479 | ||
Proposal 2 – Shareholders approved the exchange of all Series E Warrants for 650,160 shares the Company’s common stock (the “Series E Warrant Exchange Proposal”). A total of 17,727,356 shares voted on Proposal 2.
|
Total Shares Voted |
||
| For | 16,129,304 | |
| Against | 1,210,928 | |
| Abstain | 387,124 | |
Proposal 3 – Shareholders voted to permit the potential issuance under Nasdaq listing rules of more than 20% of outstanding common stock upon conversion of $75 million of senior secured convertible notes issued July 1, 2016 and removal of the floor price on the related Series H Warrants and subordination warrants (the “Nasdaq 20% Issuance Proposal”). A total of 17,727,356 shares voted on Proposal 3.
|
Total Shares Voted |
||
| For | 16,137,512 | |
| Against | 1,217,176 | |
| Abstain | 372,668 | |
Proposal 4 – Shareholders approved a reverse stock split of outstanding common stock at a ratio between 40-to-1 and 80-to-1, with the ratio and effective date to be determined by the Board of Directors prior to December 31, 2016 (the “Reverse Stock Split”). A total of 29,175,359 shares voted on Proposal 4, with 24,984,519 voting FOR the proposal, representing a majority of total shares outstanding and entitled to vote as of the record date.
|
Total Shares Voted |
||
| For | 24,984,519 | |
| Against | 4,150,916 | |
| Abstain | 39,924 | |
Proposal 5 – A total of 17,727,356 shares voted on Proposal 5, representing 43.09% of total shares outstanding. Proposal 5 required a majority of total shares outstanding and entitled to vote as of the record date to be voted FOR the proposal in order to be passed. Since a majority of total shares outstanding and entitled to vote as of the record date were not voted FOR the proposal, the proposal did not pass. Proposal 5 would have increased the number of authorized shares of the Company’s common stock from 200,000,000 to 350,000,000 shares, par values $0.0001 (the “Authorized Share Increase”).
|
Total Shares Voted |
||
| For | 16,413,971 | |
| Against | 1,303,494 | |
| Abstain | 9,891 | |
Proposal 6 – Shareholders ratified BDO USA, LLP as the Company’s independent registered public accountants for fiscal 2016. A total of 29,175,359 shares voted on Proposal 6.
|
Total Shares Voted |
||
| For | 24,202,015 | |
| Against | 2,450,779 | |
| Abstain | 2,522,565 | |
Proposal 7 – Shareholders authorized an adjournment of the Annual Meeting to solicit additional proxies had there been insufficient votes to approve the above proposals (the “Adjournment Proposal”). A total of 17,727,356 shares voted on Proposal 7.
|
Total Shares Voted |
||
| For | 16,420,914 | |
| Against | 1,273,021 | |
| Abstain | 33,421 | |
A complete description of each proposal can be found in the Company’s proxy statement, filed with the U.S. Securities and Exchange Commission on August 22, 2016.
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 statement regarding events, trends and business prospects, which may affect our future operating results and financial position, including but not limited to statements regarding the Company’s business strategy and vision. 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 or 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 Annual Report on Form 10-K for the year ended December 31, 2015 and Quarterly Report on Form 10-Q for the quarter ended June 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.
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