8-K

Dated: January 22, 2021

BIOLASE, INC.

/s/ John R. Beaver

John R. Beaver

Executive Vice President, Chief Financial Officer, and Chief Operating Officer

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): January 22, 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 5.07.

Submission of Matters to a Vote of Security Holders.

On January 22, 2021, BIOLASE, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”).

At the meeting, the Company’s stockholders approved Proposal 2, which sought approval to adjourn the Special Meeting, if necessary, in the reasonable discretion of the Chief Executive Officer and President of the Company, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the amendment proposal (Proposal 1). The final voting results for Proposal 2 were as follows:


For	Against		Abstain
42,129,367		7,186,859		547,322

At the time of the Special Meeting, there were insufficient votes to pass Proposal 1, which sought approval to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and reduce the authorized shares of common stock at a ratio of 1-for-25, if and when determined by the Company’s board of directors. In accordance with the authority granted pursuant to the approval of Proposal 2, the Special Meeting was adjourned to allow additional time for voting with respect to Proposal 1. The Special Meeting will reconvene on February 16, 2021 at 7:00 a.m. Pacific Time at the Company’s corporate headquarters, located at 27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92610.

The Company will file additional proxy materials with information regarding the reconvened Special Meeting and the new record date. During the period of adjournment, the Company will continue to accept stockholder votes on Proposal 1.

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.