Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events


At a special meeting of BIOLASE stockholders held on July 20, 2023 (the "special meeting"), BIOLASE stockholders approved an amendment to BIOLASE’s Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of BIOLASE common stock, at a ratio between one-for-two (1:2) and one-for-one hundred (1:100). Immediately after the special meeting, the Board approved a one-for-one hundred (1:100) reverse stock split of the outstanding shares of BIOLASE common stock (the “2023 Reverse Stock Split”). On July 26, 2023, BIOLASE filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the 2023 Reverse Stock Split, which became effective on July 27, 2023. The amendment did not change the number of authorized shares of BIOLASE common stock. On July 20, 2023, the Series I Initial Redemption occurred and on July 27, 2023 the Series I Subsequent Redemption occurred. As a result, no shares of Series I Preferred Stock remain outstanding.

On July 21, 2023, the Company filed a registration statement on Form S-1 for the issuance of units consisting of common stock and warrants to purchase common stock. The equity raise, which is subject to conditions including the SEC declaring the registration statement effective and market conditions, is expected to be completed in the third quarter of 2023.

On August 10, 2023, the Company entered into Change in Control Agreements with each of Jennifer Bright and Steven Sandor, the Company’s Chief Financial Officer and Chief Operating Officer, respectively. Pursuant to the Agreements, in the event of a change in control of the Company, as defined therein, in the event of Ms. Bright’s or Mr. Sandor’s termination without cause or resignation for good reason within 18 months following such change in control, Ms. Bright and Mr. Sandor will be entitled to certain severance benefits, including a lump sum payment equal to nine months of their base salary then in effect. The foregoing description of the Change in Control Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 and 10.2 to this Quarterly Report on Form 10-Q.