Great Basin Scientific (GBSN) Updates on Annual Meeting Results; Shareholders Approve Reverse Stock Split

September 12, 2016 4:27 PM EDT

Get instant alerts when news breaks on your stocks. Claim your 2-week free trial to StreetInsider Premium here.

Great Basin Scientific, Inc. (Nasdaq: GBSN) announced 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.



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In






Related Categories

Corporate News, Stock Splits

Add Your Comment