BIOLASE, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-10-08: Form 8-K; Period of report 2024-10-02; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2024-10-01: Form 8-K; Period of report 2024-09-30; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events; Details 1.01.
- 2024-09-06: Form 8-K; Period of report 2024-08-31; Description 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 1.01.
- 2024-08-28: Form 8-K; Period of report 2024-08-28; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 2.04.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-10-08 | 8-K | 2024-10-02 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On October 2, 2024, BIOLASE, Inc. (the “Company”) received notice from OTC Markets Group, Inc. (the “OTC”) that the Company no longer meets the Standards for Continued Eligibility for OTCQB as per the OTCQB Standards, Section 2.3(5). | biol-20241002.htm |
| 2024-10-01 | 8-K | 2024-09-30 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 On October 1, 2024, BIOLASE, Inc. (the “Company”) and its direct domestic subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). 2.04 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”). 8.01 On October 1, 2024, the Company issued a press release announcing the filing of the Bankruptcy Petitions. | biol-20240930.htm |
| 2024-09-06 | 8-K | 2024-08-31 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 1.01 Entry into a Material Agreement. 3.01 As previously disclosed, on June 17, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that the Nasdaq Hearings Panel had determined to delist the Company’s common stock upon the expiration of applicable appeal periods due to the Company’s non-compliance with Nasdaq Listing Rules 5550(a)(2) and 5550(b). | biol-20240831.htm |
| 2024-08-28 | 8-K | 2024-08-28 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 On August 22, 2024, BIOLASE, Inc., a Delaware corporation (the “Company”) received a written notice (the “Default Notice”) 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 alleged Event of Default (as defined in the Credit Agreement) has occurred. | biol-20240828.htm |
| 2024-08-08 | 8-K | 2024-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2024, BIOLASE, Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2024. | biol-20240808.htm |
| 2024-07-22 | 8-K | 2024-07-16 | 3.02 Unregistered Sales of Equity Securities | 3.02 On July 16, 2024, BIOLASE, Inc. (the “Company”) issued an aggregate of 3,190,476 shares of its common stock, par value $0.001 per share (the “Common Stock”), in exchange for (i) 2,546 shares of the Company’s Series J Convertible Redeemable Preferred Stock, par value $0.001 per share (the “Series J Preferred Stock”), and (ii) 8,000 warrants (the “Series J Preferred Warrants”) to purchase 4,000 shares of Series J Preferred Stock, pursuant to the terms of that certain Exchange Agreement entered into on July 16, 2024 by the Company and the investor (the “Investor”) named therein. | biol-20240716.htm |
| 2024-06-18 | 8-K | 2024-06-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 17, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified BIOLASE, Inc. (the “Company”) that the Nasdaq Hearings Panel (the “Panel”) has determined to delist the Company’s common stock and that trading of the Company’s securities will be suspended at the open of trading on June 20, 2024. | biol-20240617.htm |
| 2024-05-17 | 8-K | 2024-05-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On May 14, 2024, BIOLASE, Inc. (the “Company”) received an additional staff determination letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC notifying the Company that because its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 that was filed with the U.S. Securities and Exchange Commission on May 13, 2024 reported stockholders’ equity of ($1,934,000) as of March 31, 2024, the Company does not comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b). | biol-20240517.htm |
| 2024-05-13 | 8-K | 2024-05-13 | 2.02 Results of Operations and Financial Condition | 2.02 On May 13, 2024, BIOLASE, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2024. | biol-20240513.htm |
| 2024-05-06 | 8-K | 2024-05-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 2, 2024, BIOLASE, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). | biol-20240502.htm |
| 2024-04-19 | 8-K | 2024-04-19 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 15, 2024, BIOLASE, Inc. (the “Company”) received a staff determination letter (the “Staff Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC notifying the Company that, unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”), its securities could be subject to suspension from trading on The Nasdaq Capital Market for failure to meet the $1.00 minimum closing bid price requirement for the 30 consecutive business days from January 19 through March 1, 2024, as required by Listing Rule 5550(a)(2), and that the Company is not eligible for an automatic compliance period because the Panel decision relating to the Company, dated August 14, 2023, subjected the Company to a Mandatory Panel Monitor for a period of one year pursuant to Listing Rule 5815(d)(4)(B). | biol-20240419.htm |
| 2024-03-21 | 8-K | 2024-03-21 | 2.02 Results of Operations and Financial Condition | 2.02 On March 21, 2024, BIOLASE, Inc. issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2023. | biol-20240321.htm |
| 2024-03-05 | 8-K | 2024-03-04 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On March 4, 2024, BIOLASE, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, ending on March 1, 2024, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). | d802491d8k.htm |
| 2024-02-27 | 8-K | 2024-02-26 | 8.01 Other Events | 8.01 As of the close of business on February 26, 2024, BIOLASE, Inc. had a total of 30,796,754 shares of its common stock, par value $0.001 per share, outstanding. | d798882d8k.htm |
| 2024-02-21 | 8-K | 2024-02-20 | 8.01 Other Events | 8.01 On February 19, 2024, the Company had a total of 23,334,852 shares of Common Stock issued and outstanding. | d783824d8k.htm |
| 2024-02-15 | 8-K | 2024-02-12 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.01 On February 13, 2024, the Company received notice from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Staff had determined to grant the Company an extension of time to regain compliance with Listing Rule 5550(b) (the “Rule”). 3.02 The disclosures set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Consent and Waiver; Issuance of Investor Warrant; Repricing of Warrant” are hereby incorporated by reference into this Item 3.02. 8.01 On February 13, 2024, the Company issued a press release announcing the pricing of the Offering. | d780376d8k.htm |
| 2024-02-07 | 8-K | 2024-02-07 | 2.02 Results of Operations and Financial Condition | 2.02 On January 29, 2024, BIOLASE, Inc. (the “Company”) issued a press release announcing certain preliminary unaudited revenue results for the fiscal year ended December 31, 2023, a recap of the Company’s 2023 key accomplishments, and anticipated operational and product milestones for 2024. | d728084d8k.htm |
| 2024-01-29 | 8-K | 2024-01-29 | 2.02 Results of Operations and Financial Condition | 2.02 On January 29, 2024, BIOLASE, Inc. (the “Company”) issued a press release announcing certain preliminary unaudited revenue results for the fiscal year ended December 31, 2023, a recap of the Company’s 2023 key accomplishments, and anticipated operational and product milestones for 2024. | d765249d8k.htm |