‌ 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): ~~June~~July 1716, 2024

BIOLASE, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36385	87-0442441
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

27042 Towne Centre Drive, Suite 270

Lake Forest, California 92610

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 361-1200

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BIOL	The Nasdaq Stock Market LLC(Nasdaq Capital Market)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 3.0102. Unregistered ~~Notice~~Sales of ~~Delisting~~Equity ~~or Failure to Satisfy a Continued Listing Rule or Standard~~Securities.

On ~~June~~July 1716, 2024, ~~the~~BIOLASE, ~~Nasdaq~~Inc. ~~Stock Market LLC~~ (the “~~Nasdaq~~Company”) ~~notified~~issued ~~BIOLASE~~an aggregate of 3,190,476 ~~Inc~~shares of its common stock, par value $0.001 per share (the “~~Company~~Common Stock”), ~~that~~in exchange for (i) 2,546 shares of the ~~Nasdaq~~Company’s ~~Hearings~~Series ~~Panel~~J Convertible Redeemable Preferred Stock, par value $0.001 per share (the “~~Panel~~Series J Preferred Stock”), ~~has~~and ~~determined~~(ii) to8,000 ~~delist~~warrants (the ~~Company’s~~“Series ~~common~~J ~~stock~~Preferred ~~and~~Warrants”) ~~that~~to ~~trading~~purchase of4,000 ~~the~~shares ~~Company’s~~of ~~securities~~Series ~~will~~J bePreferred ~~suspended~~Stock, atpursuant to the ~~open~~terms of ~~trading~~that certain Exchange Agreement entered into on ~~June~~July 2016, 2024. by the Company and the investor (the “Investor”) named therein.

AsThe ~~previously~~Company ~~reported,~~issued the ~~Nasdaq~~Series ~~Listing~~J ~~Qualifications~~Preferred ~~Staff~~Stock ~~(the~~and ~~“Staff”)~~Series ~~notified~~J ~~the~~Preferred ~~Company~~Warrants ~~that~~to itthe ~~was~~Investor in ~~violation~~reliance ofon the ~~bid~~exemption ~~price~~from ~~requirement~~the registration requirements of ~~Nasdaq~~the ~~Listing~~Securities ~~Rule~~Act ~~5550~~of 1933, as amended, afforded by Section 3(a)(29) (thereof. The shares of Common Stock issued upon exchange of the ~~“Bid~~Series ~~Price~~J ~~Rule”)~~Preferred Stock and Series J Preferred Warrants have not been registered under the ~~equity~~Securities ~~requirement~~Act and may not be offered or sold in ~~Listing~~the ~~Rule~~United ~~5550(b)(1)~~States (in the ~~“Equity~~absence ~~Rule”)~~of an effective registration statement or ~~any~~exemption offrom the ~~alternative~~registration requirements. No proceeds have been or will be received and no commissions have been or will be paid by the Company in ~~Listing~~connection ~~Rule~~with ~~5550(b)~~the exchange described herein.

~~The~~This ~~Company~~Current ~~appeared~~Report ~~before the Panel~~ on ~~June~~Form 4,8-K ~~2024.~~shall Atnot ~~the~~constitute ~~hearing,~~an ~~the~~offer ~~Company’s~~to ~~senior~~sell ~~management~~or ~~and~~the ~~outside~~solicitation ~~advisors~~of ~~outlined~~an ~~the~~offer ~~Company’s~~to ~~compliance~~buy, ~~plan~~nor ~~for~~shall ~~the~~there ~~Panel,~~be ~~which~~any ~~included~~sale of the Company’s ~~plans~~securities toin ~~regain~~any ~~compliance~~state ~~with~~or ~~the~~jurisdiction ~~Bid~~in ~~Price~~which ~~Rule~~such ~~(i.e.~~offer, ~~meet~~solicitation ~~the~~or ~~minimum~~sale ~~closing~~would ~~bid~~be ~~price~~unlawful ~~requirement~~prior ofto ~~$1.00) and~~ the ~~Equity~~registration ~~Rule~~or ~~(i.e.,~~qualification ~~maintain~~under athe ~~stockholders’~~securities ~~equity~~laws of atany ~~least~~such $2state.~~5 million).~~

In connection with the Nasdaq delisting notice, Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission (the “SEC”) after applicable appeal periods have lapsed. In the interim, the Company’s common stock is expected to begin trading under its current trading symbol “BIOL” on the OTC Markets system effective with the open of the markets on June 20, 2024.

The Company has 15 days after the date it received notice of the Panel’s decision (which is July 2, 2024) to request in writing that the Nasdaq Listing and Hearing Review Council (the “Council”) review the decision. In addition, the Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days after the Company was notified of the decision.

The Company has submitted an application to the OTCQB for quotation of its common stock, and plans to continue to file its required periodic reports and other filings with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The following exhibit is filed with this Current Report on Form 8-K.


Exhibit Number		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

‌

	‌	BIOLASE, INC.	‌	~~BIOLASE, INC.~~
Date: June 18, 2024	‌		‌	By:	‌	/s/ John R. Beaver
Date: July 19, 2024	‌	By:	/s/ John R. Beaver
	‌	Name:	‌John R. Beaver	~~Name: John R. BeaverTitle: President and Chief Executive Officer~~
	‌
		Title:	President and Chief Executive Officer

‌

Filing Compare · BIOLASE, INC