‌ 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): ~~August~~September 3130, 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
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 1.01. Entry into a Material Definitive Agreement.

AsThe ~~previously~~information ~~disclosed,~~set onforth ~~August~~below ~~22,~~under ~~2024,~~Item ~~BIOLASE, Inc~~1.,03 aof ~~Delaware~~this ~~corporation~~Current ~~(the~~Report ~~“Company”)~~on ~~received~~Form a8-K ~~written~~regarding ~~notice (~~the ~~“Default~~Asset ~~Notice”)~~Purchase ~~from SWK Funding LLC as agent (the “Agent”) and a lender, under that certain Credit~~ Agreement, ~~dated November 9, 2018~~ (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Company, the lender parties thereto (each a “Lender” and together, the “Lenders”), and the Agent, that an Event of Default (as defined ~~in the Credit Agreement~~below) ~~has~~is ~~occurred~~incorporated ~~(the~~by ~~“Existing~~reference ~~Default”)~~herein.

~~In connection with and following receipt of the Default Notice, the Company and the Agent entered into a Forbearance Agreement, dated August 31, 2024 (the “Forbearance Agreement”)~~Item 1. Under the terms of the Forbearance Agreement, the Lenders agreed: (a) not to accelerate or cause the acceleration of the maturity of the loans or other obligations or to otherwise enforce payment of the obligations of the Company in full under the Credit Agreement and the loan documents, and (b) not to exercise any other default or Event of Default related rights and remedies available to any or all of Lenders or Agent against the Company under any loan document or applicable law with respect to any obligation owed under the loan documents03. Upon termination or expiration of the period (the “Forbearance Period”) beginning at the time when all conditions to the effectiveness of the Forbearance Agreement have been satisfied through the earliest of the following: (a) the date of the occurrence of (i) any Event of Default (other than the Existing Default), (ii) the failure of the Company to comply with any term, condition, or covenant set forth in the Forbearance Agreement, (iii) the commencement or continuation of any enforcement action against the Company or any of its property by any creditor of the Company having a lien on the assets of the Company, (iv) the Company shall suffer the appointment of a receiver, trustee, custodian or similar fiduciary, or shall make an assignment for the benefit of creditors, or any petition for an order for relief shall be filed by or against the Company under Title 11 of the United States Code, as amended (the “ Bankruptcy ~~Code”), (v) the commencement of any litigation~~ or other proceeding by the Company or any of its respective affiliates against Agent, any Lender or any of its respective affiliates, or (vi) any halt or termination of the process in preparing and filing a bankruptcy case under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware for the sale of the Company’s assets (any such event, a “Forbearance Default”), and (b) 12:01 aReceivership.m. (Dallas, Texas time) on October 7, 2024, the Agent and/or Lenders shall be entitled to exercise any of its respective rights and remedies under the Forbearance Agreement, the other loan documents, or applicable law, including, without limitation, the right to enforce any and all of the liens on, and security interests in, the collateral described in the loan documents, without further notice, demand, notice of intent to accelerate, notice of acceleration, presentment, protest or other formalities of any kind. The Company also agreed to pay the reasonable fees and expenses of the Lenders and the Agent in connection with entering into the Forbearance Agreement and the other loan documents.

~~The~~Voluntary ~~Forbearance~~Petitions ~~Agreement~~for ~~amends~~Bankruptcy Section 7.13.1 of the Credit Agreement to not permit the Consolidated Unencumbered Liquid Assets (as defined in the Credit Agreement), as of any date of determination prior to December 31, 2023, to be less than $1,500,000 and as of any date of determination on or after December 31, 2023, to be less than $1,000,000 (reduced from $2,500,000 in the Credit Agreement before giving effect to this amendment).

InOn ~~addition~~October 1, 2024, BIOLASE, Inc. (the ~~Forbearance~~“Company”) ~~Agreement~~and ~~provides~~its ~~that~~direct ~~during~~domestic ~~the~~subsidiaries ~~Forbearance~~(together ~~Period~~with the Company, ~~provided~~the no“Debtors”) ~~Forbearance~~filed ~~Default~~voluntary ~~has~~petitions ~~occurred~~for ~~and~~relief ~~certain~~(the ~~other~~“Bankruptcy ~~conditions~~Petitions”) ~~are~~under ~~met,~~chapter ~~Agent~~11 ~~and~~of ~~Lenders~~Title ~~agreed~~11 toof ~~fund~~the ~~term~~United ~~loans,~~States Code (the “Bankruptcy Code”) in anthe ~~aggregate~~United ~~amount~~States ~~not~~Bankruptcy toCourt ~~exceed~~for ~~$2,500,000~~the District of Delaware (the ~~bridge~~“Bankruptcy ~~loan~~Court”). The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the ~~terms~~applicable provisions of the ~~Forbearance~~Bankruptcy ~~Agreement,~~Code toand ~~pay~~orders ~~operating~~of ~~expenses~~the ofBankruptcy Court. The Debtors filed with the ~~Company,~~Bankruptcy ~~including,~~Court ~~without~~various ~~limitation~~“first day” motions, ~~payments~~requesting ~~with~~customary ~~respect~~relief that will enable them to ~~out~~transition ofinto ~~pocket~~chapter ~~legal~~11 orand ~~restructuring~~uphold ~~expenses~~their ofcommitments to stakeholders during the ~~Company,~~process ~~Agent~~without ormaterial ~~Lenders~~disruption to their ordinary course operations.

~~Under the Forbearance Agreement~~Additionally, the ~~Company~~Debtors ~~also~~filed ~~agreed~~with ~~to, among other things, prepare for and file a bankruptcy case under Chapter 11 of~~ the Bankruptcy ~~Code in the United States Bankruptcy~~ Court ~~for~~a ~~the~~motion ~~District~~seeking ofapproval ~~Delaware for the sale~~ of ~~the~~certain ~~Company’s~~procedures ~~assets.~~relating ~~In connection with the sale process the Company agreed~~ to ~~comply with certain process milestones which require, among other things,~~ the ~~entry~~marketing ~~into a purchase~~ and ~~sale~~auction ~~agreement~~(if ~~with~~necessary) ~~a so-called “stalking horse bidder” by September 30, 2024, filing a bankruptcy case by October 1, 2024, and closing the sale by November 15, 2024. A full list~~ of ~~the~~all ~~milestones~~or ~~can~~some ~~be found in Schedule 1~~ of the Forbearance Agreement, a copy of which is attached as Exhibit 10.1 hereto. All of the milestones and the entire sale process are subject to bankruptcy court approval and the milestones that occur after the commencement of the Company’s ~~bankruptcy~~assets, ~~case~~including ~~are subject to change by the bankruptcy court to accommodate its own schedule. The existence of the milestones does not constitute consent or~~ approval of the ~~Agent~~Asset orPurchase ~~any~~Agreement ~~Lender~~and to the ~~consummation~~Bidding ofProcedures ~~any~~(as ofdefined ~~the transactions described or the deliverables contemplated by the milestones~~below).

The ~~Forbearance~~Company ~~Agreement~~has ~~further~~engaged ~~provides~~SSG ~~that~~Capital ~~the~~Advisors, ~~Company~~LLC, ~~shall~~to ~~request~~advise ~~that~~on ~~Lenders~~its ~~provide~~strategic aoptions, ~~debtor-in-possession~~including ~~loan~~a ~~(the~~potential ~~“DIP~~sale ~~Loan”)~~of toall ~~the~~or ~~Company~~some inof the ~~Chapter~~Company’s 11assets ~~case,~~in onconnection ~~terms~~with ~~acceptable to~~ the ~~Agent~~Bankruptcy ~~and Lenders~~Petitions. ~~The~~Any ~~Agent~~of isthose tosales ~~condition~~would ~~the~~be ~~provision~~subject ~~of the DIP Loan~~ to ~~the~~review ~~Company~~and onapproval ~~the~~by ~~$2,500,000 bridge loan described in~~ the ~~preceding~~ ~~paragraph~~Bankruptcy ~~itself~~Court ~~being~~and ~~considered~~compliance awith ~~debtor~~court-~~in-possession~~approved ~~loan~~bidding ~~and~~procedures. ~~being~~The ~~“rolled-up”~~Company incannot ~~the DIP Loan to~~ be ~~provided~~certain tothat the Company’s insecurityholders ~~the Chapter 11 case pursuant to the final order that~~ will bereceive ~~entered~~any inpayment ~~the~~or ~~Chapter~~other 11distribution ~~case~~on byaccount ~~the~~of ~~bankruptcy~~their ~~court~~shares ~~approving~~following ~~the~~such ~~DIP Loan~~sales.

~~During~~Additional ~~the~~information ~~Forbearance~~about ~~Period,~~ the ~~Company~~Bankruptcy ~~has agreed~~Petitions, ~~among~~including ~~other~~access ~~things: (a) not~~ to ~~grant~~Bankruptcy orCourt ~~pay any executive bonuses without the consent of the Agent~~documents, ~~(b)~~is toavailable ~~provide~~online ~~the~~at ~~Agent with notice of any employee resignation~~https://dm.epiq11.com/Biolase, ~~(c)~~a ~~not~~website toadministered ~~make~~by ~~any~~Epiq ~~expenditure~~Corporate ~~for the business to consumer laser product line~~Restructuring, (d) to comply with the cash flow forecasted budget it created in connection with entering into the Forbearance Agreement and to keep its aggregate expenditures within an agreed upon budget variance of 10% in the case of expendituresLLC, ~~(e) to provide weekly reporting of actual results compared to the budget, (f) not to suffer the appointment of~~ a ~~receiver,~~third-party ~~trustee,~~bankruptcy ~~custodian~~claims ~~or similar fiduciary, (g) to pay all reasonable fees~~ and ~~expenses~~noticing ~~incurred~~agent. byThe ~~the Agent and Lenders in connection with the Forbearance Agreement and the loan~~ documents, ~~including the reasonable~~ and ~~documented~~other ~~fees~~information ~~and~~on ~~expenses~~this ofwebsite ~~the~~are ~~Agent’s and Lenders’ external counsel, and (h)~~ not topart ~~pay~~of orthis ~~make~~Current ~~any~~Report ~~distributions~~ on ~~account~~Form of8-K ~~subordinated debt of the Company~~ and ~~its~~shall ~~subsidiaries~~not orbe ~~agree~~deemed toincorporated ~~any~~by ~~amendments~~reference ~~to any subordinated debt documents without the Agent’s consent~~herein.

~~The~~Asset ~~description~~Purchase ~~of the Forbearance~~ Agreement set forth herein is qualified in its entirety by reference to the full text of the Forbearance Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein. Except as modified by the Forbearance Agreement, the terms of the Credit Agreement have not been modified and remain in full force and effect.

~~Item 3~~On September 30, 2024, the Debtors entered into a “stalking horse” asset purchase agreement (the “Asset Purchase Agreement”) with Sonendo, Inc.01, a Delaware corporation (the “Purchaser”), pursuant to which the Purchaser has agreed to acquire substantially all of the Debtors’ assets (the “Transferred Assets”). ~~Notice~~ The acquisition of ~~Delisting~~the Transferred Assets by the Purchaser pursuant to the Asset Purchase Agreement is subject to approval of the Bankruptcy Court and one or ~~Failure~~more auctions, if necessary, to ~~Satisfy~~solicit higher or otherwise better bids. On October 1, 2024, the Debtors filed a ~~Continued~~motion ~~Listing~~(the ~~Rule~~“Bidding Procedures Motion”) seeking approval of, among other things, certain bidding procedures (the “Bidding Procedures”), which will establish procedures for the selection of the highest or ~~Standard;~~otherwise ~~Transfer~~best bids for the sale of ~~Listing~~the Transferred Assets and other assets. Other interested bidders would be permitted to participate in the auction if they submit qualifying bids that are higher or otherwise better than the Asset Purchase Agreement. The Asset Purchase Agreement acts as a baseline for competitive bids for the acquisition of the Transferred Assets. The Bidding Procedures Motion additionally seeks the Bankruptcy Court’s approval of the Asset Purchase Agreement and designation of the Purchaser as the “stalking horse” bidder for the Transferred Assets.

AsUnder ~~previously~~the ~~disclosed~~Asset Purchase Agreement, onthe ~~June~~Purchaser ~~17,~~has ~~2024~~agreed, subject to the ~~Nasdaq~~Bankruptcy ~~Stock~~Court’s ~~Market~~approval ~~LLC~~and ~~(“Nasdaq”)~~absent ~~notified~~any ~~the~~higher ~~Company~~or ~~that~~otherwise ~~the~~better ~~Nasdaq~~bid, ~~Hearings~~to ~~Panel~~acquire ~~had~~the ~~determined~~Transferred toAssets ~~delist~~from the ~~Company’s~~Debtors ~~common~~for ~~stock~~(a) ~~upon~~$14.0 ~~the~~million ~~expiration~~in ofcash ~~applicable~~paid ~~appeal~~at ~~periods~~closing, ~~due~~subject to ~~the~~a ~~Company’s~~working ~~non-compliance~~capital ~~with~~adjustment; ~~Nasdaq~~plus ~~Listing~~(b) ~~Rules~~assumption ~~5550~~of certain Assumed Liabilities (aas defined in the Asset Purchase Agreement); plus (2c) ~~and~~the ~~5550~~Delaware Litigation Settlement Value (~~b).~~as Ondefined ~~September~~in 4,the ~~2024,~~Asset ~~Nasdaq~~Purchase ~~publicly~~Agreement). ~~announced~~The ~~that~~Asset itPurchase ~~had~~Agreement ~~determined~~includes tocustomary ~~commence~~representations ~~proceedings~~and towarranties ~~delist~~and various customary covenants under the ~~Company’s~~circumstances ~~common~~that ~~stock,~~are ~~which~~subject ~~was~~to ~~suspended~~certain ~~from~~limitations, ~~trading~~including, onwithout ~~Nasdaq~~limitation, ~~since~~a ~~June~~break-up 20fee, ~~2024~~expense reimbursement and ~~has~~the ~~not~~right ~~traded~~to ondesignate ~~Nasdaq~~executory ~~since~~contracts ~~such~~and ~~time~~unexpired ~~(the~~leases ~~“Nasdaq~~to ~~Delisting”)~~assume or reject.

~~Since~~The ~~June~~foregoing ~~20,~~description ~~2024,~~of the ~~Company’s~~Bidding ~~common~~Procedures ~~stock~~and ~~has~~the ~~traded~~Asset ~~under~~Purchase ~~the~~Agreement ~~symbol~~remains ~~“BIOL”~~subject onto approval by the ~~OTCQB~~Bankruptcy ~~Venture~~Court, ~~Market~~is ~~(“OTCQB”).~~not ~~The~~complete, ~~Nasdaq~~and ~~Delisting~~is ~~has~~qualified noin ~~immediate~~its ~~effect~~entirety onby reference to the ~~listing~~Asset orPurchase ~~trading~~Agreement, a copy of ~~the~~which ~~Company’s~~is ~~common~~attached ~~stock~~as onExhibit ~~OTCQB~~10.1 hereto and is incorporated by reference herein.

DIP Financing

In connection with the Bankruptcy Petitions, the Debtors filed a motion seeking Bankruptcy Court approval of a debtor-in-possession financing on the terms set forth in that certain Terms and Conditions of Proposed Senior Secured, Super-Priority Debtor-in-Possession Credit Facility (the “DIP Term Sheet”), by and among the Company, as a borrower, and SWK Funding LLC, as DIP Lender and Agent. The DIP Term Sheet provides for a senior secured super-priority debtor-in-possession financing (the “DIP Financing”) in an aggregate amount of no less than $2.5 million. The DIP Financing will become available up to an amount of $1.43 million upon the satisfaction of customary conditions precedent thereto, including the entry of an order of the Bankruptcy Court approving the DIP Financing on an interim basis. Subject to entry of an order of the Bankruptcy Court approving the DIP Financing on a final basis, the DIP Obligations (as defined in the DIP Term Sheet) will include $2,500,000 advanced by SWK to the Debtors between September 3, 2024, and September 30, 2024.

The proceeds of the DIP Financing will be used by the Company to (a) fund, after application of all other available cash, post-petition operating expenses and working capital needs of the Company, including, but not limited to, those activities required to remain in, or return to, compliance with laws in accordance with 28 U.S.C. § 1930; (b) pay interest, fees and expenses to SWK in accordance with the DIP Term Sheet (whether or not such amounts are reflected in the Budget (as defined in the DIP Term Sheet)); (c) fund fees and expenses incurred in connection with the 363 Sale (as defined in the DIP Term Sheet); (d) pay permitted prepetition claims and adequate protection payments, if any; (e) pay Professional Fees (as defined in the DIP Term Sheet) provided for in the Budget, including funding of the Carve Out (as defined in the DIP Term Sheet); and (f) pay other costs and expenses of administration of the chapter 11 cases.

The maturity date of the loans made under the DIP Financing is the date that is one hundred-twenty (120) days after the Petition Date, or such later date to which SWK consents in writing.

Subject to certain exceptions, the DIP Financing will be secured by a first priority perfected priming security interest in all of the assets of the Company. The security interests and liens are subject only to certain carve-outs and certain permitted liens, as set forth in the DIP Term Sheet. The DIP Financing is subject to certain milestones, customary covenants, and events of default as set forth in the DIP Term Sheet.

The foregoing description of the DIP Term Sheet is not complete and is qualified in its entirety by reference to the DIP Term Sheet filed with the Bankruptcy Court.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The filing of the Bankruptcy Petitions described in Item 1.03 above constitutes an event of default that accelerates the Company’s obligations under the following agreements: that certain Credit Agreement, dated November 9, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Company, the lender parties thereto (each a “Lender” and together, the “Lenders”), and SWK (the “Credit Agreement”); and those certain standard loan documents required for an unsecured loan, dated as of May 22, 2020 (the “SBA Loan”) by and among the Company and the U.S. Small Business Administration(collectively, the “Financial Obligation Agreements”). The Financial Obligation Agreements provide that as a result of the Bankruptcy Petitions described in Item 1.03 above, all obligations to pay any debts, principal, interest, fees, expenses, and other amounts due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Financial Obligation Agreements are automatically stayed as a result of the Bankruptcy Petitions, and the creditors’ rights of enforcement in respect of the Financial Obligation Agreements are subject to the applicable provisions of the Bankruptcy Code.

Item 8.01. Other Events.

On October 1, 2024, the Company issued a press release announcing the filing of the Bankruptcy Petitions. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Cautionary Statements Regarding Trading in the Company’s Securities

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Bankruptcy Petitions is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the Company’s securityholders in the Bankruptcy Petitions. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. In particular, the Company expects that its securityholders could experience a significant or complete loss on their investment, depending on the outcome of the Bankruptcy Petitions.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and the exhibits hereto contain statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or, in each case, their negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements reflect the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include, but are not limited to, statements about the Company’s plans to sell its assets pursuant to chapter 11 of the Bankruptcy Code; the Company’s expectations regarding the Asset Purchase Agreement and the Bidding Procedures, including the expected amount of proceeds from the transaction; the Company’s intention to continue operations during the Bankruptcy Petitions; the Company’s belief that the 363 sale process will be in the best interest of the Company and its stakeholders; the Company’s expectations regarding the DIP Financing, including the expected amount and use of proceeds from the transaction; and other statements regarding the Company’s strategy and future operations, performance and prospects, among others. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks associated with the potential adverse impact of the Bankruptcy Petitions on the Company’s liquidity and results of operations; changes in the Company’s ability to meet its financial obligations during the Bankruptcy Petitions and to maintain contracts that are critical to its operations; the outcome and timing of the Bankruptcy Petitions and any potential sale of all or some of the Debtors’ assets; the effect of the filing of the Bankruptcy Petitions and any potential sale of all or some of the Debtors’ assets on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Bankruptcy Petitions or the potential sale of all or some of the Debtors’ assets; uncertainty regarding obtaining the Bankruptcy Court’s approval of the potential sale of all or some of the Debtors’ assets or other conditions to the potential sale of all or some of the Debtors’ assets, or the DIP Financing; any purchase price adjustments to the amount of proceeds pursuant to the Asset Purchase Agreement; the Company’s ability to negotiate definitive documentation for or perform under the terms of the DIP Term Sheet and any other arrangement with lenders or creditors during the chapter 11 cases; the timing or amount of any distributions, if any, to the Company’s stakeholders; and the other factors discussed in the Company’s periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and subsequent reports filed with the SEC. All forward-looking statements are based on information available to the Company as of the date of this Current Report on Form 8-K and the Company undertakes no intent or obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1*	~~Forbearance~~Asset Purchase Agreement dated as of ~~August~~September 3130, 2024, by and ~~between~~among BIOLASE, Inc., ~~and~~its ~~SWK~~subsidiaries ~~Funding~~named ~~LLC~~therein, ~~as agent~~ and ~~lender~~Sonendo, Inc.
99.1	Press Release of BIOLASE, Inc. dated October 1, 2024.
104	Cover page Interactive data file (embedded within the inline XBRL document).

* Schedules and attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and attachments upon request by the Securities and Exchange Commission.

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.
Date: September 6, 2024	‌	By:	/s/ John R. Beaver
Date: October 1, 2024	‌	By:	/s/ John R. Beaver
	‌	Name:	John R. Beaver
		Title:	Director, President and Chief Executive Officer(Principal Executive Officer)

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