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): February 4, 2021

 

 

BIOLASE, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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

 

27042 Towne Centre Dr., Suite 270

Foothill Ranch, CA

  92610
(Address of principal executive offices)   (Zip Code)

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

Not Applicable

(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 l4a-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)

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 8.01.

Other Events.

On February 4, 2021, BIOLASE, Inc. (the “Company”) received formal notification via letter from The Nasdaq Stock Market LLC confirming that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”), which requires that the Company’s common stock maintain a minimum bid price of at least $1.00 per share, and that the matter is now closed.

A Press Release issued by the Company on February 4, 2021 regarding the notification is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, on February 4, 2021, the Company cancelled the Special Meeting of Stockholders that was originally convened on January 22, 2021 and that was scheduled to reconvene on February 16, 2021.

As a result of regaining compliance with the Minimum Bid Price Rule, the Company no longer requires authorization to effect a reverse stock split of the Company’s outstanding shares of common stock at this time.

Item 9.01 Financial Statements and Exhibits

The following exhibit is being filed herewith:

(d) Exhibits

 

Exhibit No.    Docment
99.1    Press Release of Biolase, Inc, dated February 4, 2021.

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.

 

Dated: February 4, 2021     BIOLASE, INC.
    By:   /s/ John R. Beaver
    Name:   John R. Beaver
    Title:   Executive Vice President, Chief Financial Officer, and Chief Operating Officer

Exhibit 99.1

 

LOGO

BIOLASE REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT AND CANCELS SPECIAL MEETING OF STOCKHOLDERS

Foothill Ranch, Calif., February 4, 2021 – BIOLASE, Inc. (NASDAQ: BIOL), a global leader in dental lasers, today received official notification from the Listing Qualifications Department of the Nasdaq Stock Market Inc. (“NASDAQ”) that it has received notification from the Listing Qualifications Department of The Nasdaq Stock Market (“NASDAQ”) that it has regained compliance with the minimum bid price requirement set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules (the “Minimum Bid Price Requirement”).

BIOLASE had previously received written notice from NASDAQ in December 2019 indicating that because the closing bid price per share had been below $1.00 for a period of 30 consecutive trading days, the Company did not meet the Minimum Price Bid Requirement. According to the recent notification letter, the staff of NASDAQ has determined that for the last ten consecutive business days, from January 21, 2021 to February 3, 2021, the closing bid price of the Company’s common stock has been at $1.00 per share or greater, and the Company has regained compliance with the Minimum Bid Price Requirement, and the matter is now closed.

The Company has canceled its Special Meeting of Stockholders scheduled for February 16, 2021. As a result of regaining compliance with the Minimum Bid Price Requirement, the Company is no longer seeking stockholder approval to implement a reverse split of the Company’s outstanding shares of Common Stock at this time.

About BIOLASE, Inc.

BIOLASE is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry and medicine. BIOLASE’s products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASE’s proprietary laser products incorporate approximately 271 patented and 40 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. BIOLASE’s innovative products provide cutting-edge technology at competitive prices to deliver superior results for dentists and patients. BIOLASE’s principal products are revolutionary dental laser systems that perform a broad range of dental procedures, including cosmetic and complex surgical applications. BIOLASE has sold over 41,200 laser systems to date in over 80 countries around the world. Laser products under development address BIOLASE’s core dental market and other adjacent medical and consumer applications.

For updates and information on Waterlase iPlus®, Waterlase Express™, and laser dentistry, find BIOLASE online at www.biolase.com, Facebook at www.facebook.com/biolase, Twitter at www.twitter.com/biolaseinc, Instagram at www.instagram.com/waterlase_laserdentistry, and LinkedIn at www.linkedin.com/company/biolase.

BIOLASE®, Waterlase® and Waterlase iPlus® are registered trademarks of BIOLASE, Inc.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties, including statements regarding anticipated fourth-quarter results. Forward-looking statements can be identified through the use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” and variations of these words or similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect BIOLASE’s current expectations and speak only as of the date of this release. Actual results may differ materially from BIOLASE’s current expectations depending upon a number of factors. These factors include, among others, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business, and those other risks and uncertainties that are described, from time-to-time, in the “Risk Factors” section of BIOLASE’s annual reports filed on Form 10-K with the Securities and Exchange Commission. Except as required by law, BIOLASE does not undertake any responsibility to revise or update any forward-looking statements.

For further information, please contact:

BIOLASE, Inc.

John R. Beaver, Executive Vice President, Chief Financial Officer and Chief Operating Officer 833-BIOLASE

jbeaver@biolase.com

or

EVC Group, Inc.

Michael Polyviou/Todd Kehrli

(732) 232-6914

mpolyviou@evcgroup.com; tkehrli@evcgroup.com