BIOLASE, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-11-07: Form 8-K; Period of report 2014-11-03; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; Details 1.01.
- 2014-11-04: Form 8-K; Period of report 2014-11-04; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2014-09-02: Form 8-K; Period of report 2014-08-27; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 5.02.
- 2014-09-02: Form 8-K; Period of report 2014-08-27; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-11-07 | 8-K | 2014-11-03 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.02 The Securities were issued and sold in reliance upon exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act and rules promulgated thereunder and corresponding provisions of state securities laws. 3.03 The disclosure set forth under the heading “Third Amendment to Rights Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. | d815914d8k.htm |
| 2014-11-04 | 8-K | 2014-11-04 | 2.02 Results of Operations and Financial Condition | 2.02 On November 4, 2014, Biolase, Inc. (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2014. | htm_50757.htm |
| 2014-09-02 | 8-K | 2014-08-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On August 27, 2014, the Board of Directors (the "Board") of Biolase, Inc. (the "Company") appointed Jeffrey M. Nugent as President and permanent Chief Executive Officer of the Company. | htm_50425.htm |
| 2014-09-02 | 8-K | 2014-08-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On August 27, 2014, the Board of Directors (the "Board") of Biolase, Inc. (the "Company") appointed Paul N. Clark, a director, to the Audit Committee of the Board. 5.07 On August 27, 2014, the 2014 Annual Meeting of Stockholders of Biolase, Inc. (the "Company") was held at the Company's headquarters, 4 Cromwell, Irvine, California. | htm_50413.htm |
| 2014-08-14 | 8-K/A | 2014-08-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 13, 2014, the Company received a letter from Mr. Pignatelli setting forth Mr. Pignatelli’s response to the Company’s description of the circumstances of his resignation as a director contained in the Initial Filing. | d772807d8ka.htm |
| 2014-08-07 | 8-K | 2014-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2014, Biolase, Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2014. | htm_50286.htm |
| 2014-08-07 | 8-K | 2014-08-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 5, 2014, Norman J. Nemoy resigned as a director of Biolase, Inc. (the “Company”). | d771347d8k.htm |
| 2014-07-22 | 8-K | 2014-07-18 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On July 22, 2014, Biolase, Inc. (the "Company") completed its previously announced private placement of unregistered shares of its common stock, par value $0.001 per share ("Common Stock"), pursuant to the terms of a Securities Purchase Agreement, dated July 18, 2014 (the "Purchase Agreement"), by and among the Company, the Jack W. Schuler Living Trust, Birchview Fund, LLC, Oracle Institutional Partners, L.P., Oracle Ten Fund Master, L.P., Oracle Partners, L.P. and certain directors and executive officers of the Company (collectively, the "Investors"). | htm_50183.htm |
| 2014-07-17 | 8-K | 2014-07-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed in the Current Report on Form 8-K filed by Biolase, Inc. (the "Company") with the Securities and Exchange Commission on June 17, 2014, the Board of Directors (the "Board") of the Company appointed Jeffrey M. Nugent Acting Chief Executive Officer. | htm_50160.htm |
| 2014-06-30 | 8-K | 2014-06-26 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On June 26, 2014, the Board of Directors (the "Board") of Biolase, Inc. (the "Company") approved certain amendments to the Company’s bylaws, effective immediately upon approval by the Board. | htm_50063.htm |
| 2014-06-17 | 8-K | 2014-06-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On June 16, 2014, the Board of Directors (the "Board") of Biolase, Inc. (the "Company") appointed Jeffrey Nugent to the Board. | htm_50001.htm |
| 2014-06-12 | 8-K | 2014-06-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | htm_49983.htm |
| 2014-05-12 | 8-K | 2014-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 On May 12, 2014, Biolase, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended March 31, 2014. | htm_49806.htm |
| 2014-05-02 | 8-K | 2014-04-30 | 7.01 Regulation FD Disclosure | 7.01 On April 30, 2014 and May 1, 2014, Alexander Arrow, President and Chief Operating Officer of Biolase, Inc. (the “Company”) delivered presentations at the Growth Capital Expo 2014 that included a written communication comprised of slides. | d718717d8k.htm |
| 2014-04-22 | 8-K | 2014-04-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | htm_49673.htm |
| 2014-03-21 | 8-K | 2014-03-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On March 20, 2014, the Delaware Chancery Court issued a status quo order that the Board of Directors of Biolase, Inc. (the "Company") take no action without the approval of at least three of four directors whose directorships are not disputed: Federico Pignatelli, Chief Executive Officer and Chairman, Frederic H. Moll, Norman J. Nemoy and James R. Talevich (the "Board"). | htm_49509.htm |
| 2014-03-17 | 8-K/A | 2014-03-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 On March 6, 2014, Biolase, Inc. (the “Company”) filed a Form 8-K disclosing the following: (i) at a meeting of the board of directors of the Company (the “Board”) duly held on February 28, 2014 (the “February 28th Meeting”), the Board appointed Paul N. Clark and Jeffrey M. Nugent to the Board; (ii) pursuant to the terms of the Company’s 2002 Stock Incentive Plan, upon their appointment to the Board, Messrs. 8.01 On March 7, 2014, the Company received from Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund Master, L.P., Oracle Associates, LLC, Oracle Investment, Inc. and Larry N. Feinberg (collectively, “Oracle”) a notice pursuant to the Company’s Bylaws, stating that it intended to nominate four independent directors for election to the Board at the Company’s 2014 Annual Meeting of Stockholders. | d693506d8ka.htm |
| 2014-03-14 | 8-K/A | 2014-02-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On March 6, 2014, Biolase, Inc. (the "Company") filed a Form 8-K disclosing the following: (i) at a meeting of the board of directors of the Company (the "Board") duly held on February 28, 2014 (the "February 28th Meeting"), the Board appointed Paul N. Clark and Jeffrey M. Nugent to the Board; (ii) pursuant to the terms of the Company’s 2002 Stock Incentive Plan, upon their appointment to the Board, Messrs. | htm_49462.htm |
| 2014-03-06 | 8-K | 2014-02-28 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 On February 28, 2014, the Board of Directors (the "Board") of Biolase, Inc. (the "Company") appointed Paul Clark and Jeffrey Nugent to the Board. 7.01 On March 3, 2014, the Company issued a press release announcing the appointments of Messrs. | htm_49417.htm |
| 2014-03-05 | 8-K | 2014-03-05 | 2.02 Results of Operations and Financial Condition | 2.02 On March 5, 2014, Biolase, Inc. (the "Company") issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2013. | htm_49412.htm |
| 2014-02-13 | 8-K | 2014-02-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 On February 10, 2014, Biolase, Inc. (the "Company") entered into a Subscription Agreement with certain institutional investors listed thereon (the "Subscription Agreement") and sold an aggregate of 1,945,525 shares of the Company’s unregistered common stock (the "Common Stock") at a price of $2.57 per share of Common Stock, the closing price per share on NASDAQ on February 7, 2014. 7.01 On February 11, 2014, the Company issued a press release entitled "Biolase Raises $5 Million in Private Placement." A copy of the press release is furnished herewith as Exhibit 99.1. | htm_49297.htm |
| 2014-02-10 | 8-K | 2014-02-04 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.03 On February 4, 2014, Biolase, Inc. (the "Company") entered into a Second Amendment to Rights Agreement (the "Amendment"), which amends the terms of the Rights Agreement, dated as of December 31, 1998 between the Company and Computershare Trust Company, N.A. (as successor right agent to U.S. Stock Transfer Company), as amended by that certain Amendment to Rights Agreement, dated as of December 19, 2008 (the "Rights Agreement"). | htm_49274.htm |
| 2014-02-06 | 8-K | 2014-02-06 | 2.02 Results of Operations and Financial Condition | 2.02 On February 6, 2014, Biolase, Inc. (the "Company") issued a press release announcing preliminary revenue figures for the fourth quarter ended December 31, 2013. | htm_49248.htm |
| 2014-01-14 | 8-K | 2014-01-13 | 7.01 Regulation FD Disclosure | 7.01 On January 13, 2014, Dr. Alexander K. Arrow, President and Chief Operating Officer of Biolase, Inc. (the “Company”) delivered a presentation at the Sidoti Semi-Annual Micro Cap Conference that included a written communication comprised of slides. | d658407d8k.htm |