UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 1.01. | Entry into a Material Definitive Agreement. |
On June 30, 2022, BIOLASE, Inc., a Delaware corporation (the “Company”), entered into the Ninth Amendment to Credit Agreement (the “Ninth Amendment”) with SWK Funding LLC (“SWK”), in connection with that certain Credit Agreement (the “Credit Agreement”), by and among the Company, SWK, and the lender parties thereto. The Ninth Amendment amends the Credit Agreement by extending the end of the interest only period of the loan by two quarters, from May 2023 to November 2023, reducing the required minimum consolidated unencumbered liquid assets from $7,500,000 to $3,000,000, reducing the minimum consolidated unencumbered liquid assets triggering the minimum aggregate revenue covenant from $7,500,000 to $5,000,000, and reducing the minimum consolidated unencumbered liquid assets triggering the minimum EBITDA covenant from $7,500,000 to $5,000,000. In connection with the Ninth Amendment, the Company prepaid $1,000,000 of the outstanding loan balance. The Ninth Amendment contains representations, warranties, covenants, releases, and conditions customary for a credit agreement amendment of this type.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 6, 2022, the Board of Directors (the “Board”) of the Company appointed Jennifer Bright as Chief Financial Officer of the Company. Ms. Bright will receive an annual salary of $285,000 in consideration for her service as Chief Financial Officer of the Company, and will be eligible for a bonus compensation target of fifty percent (50%) of annual salary, subject to criteria as established by the Compensation Committee of the Board (the “Compensation Committee”). Ms. Bright’s employment with the Company is at-will. From April 2021 until her appointment as Chief Financial Officer, Ms. Bright was the Company’s Vice President of Finance and Accounting Director. Ms. Bright, 51, is a certified public accountant with more than 25 years of professional accounting and finance experience. From June 2020 to January 2021 she was consulting as Interim Director of Accounting at Spectrum Pharmaceuticals and as Corporate Controller at Kellermeyer Bergensons Services from November 2018 to April 2020. Previously, Ms. Bright held senior accounting and controller positions at Lyon Living, Crunch Holdings, April Healthcare, and Richmond America Homes, and was a Supervising Senior Auditor at the accounting firm of PricewaterhouseCoopers LLP. Ms. Bright holds a B.A. degree in Business Administration from the University of Washington. There is no arrangement or understanding pursuant to which Ms. Bright was selected as Chief Financial Officer, and there are no related party transactions between the Company and Ms. Bright reportable under Item 404(a) of Regulation S-K.
On July 6, 2022, the Board appointed Steven Sandor as Chief Operating Officer of the Company. Mr. Sandor will receive an annual salary of $275,000 in consideration for his service as Chief Operating Officer of the Company, and will be eligible for a bonus compensation target of forty five percent (45%) of annual salary, subject to criteria as established by the Compensation Committee. Mr. Sandor’s employment with the Company is at-will. Mr. Sandor, 42, is a sales executive with more than 14 years of professional experience in the dental industry. From April 2019 until his appointment as Chief Operating Officer, Mr. Sandor served in several positions of increasing responsibility at the Company, and was most recently Senior Director of Commercial Operations and Service. From October 2016 to April 2019 he was Director of Global Training at KaVo Kerr and from May 2014 to May 2016 he was Sales Development Manager. Previously, Mr. Sandor held managerial positions at Sybron Endo, Sybron Orascoptic and AT&T, and served in the United States Coast Guard. Mr. Sandor holds an Executive Masters in Business Administration from Chapman University. There is no arrangement or understanding pursuant to which Mr. Sandor was selected as Chief Operating Officer, and there are no related party transactions between the Company and Mr. Sandor reportable under Item 404(a) of Regulation S-K.
Item 7.01 | Regulation FD Disclosure. |
On June 30, 2022, the Company issued a press release announcing the Ninth Amendment with SWK, and on July 7, 2022 the Company issued a press release announcing the appointments of Ms. Bright and Mr. Sandor, copies of which are attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description of Exhibits | |
99.1 | Press Release of BIOLASE, Inc, dated June 30, 2022. | |
99.2 | Press Release of BIOLASE, Inc., dated July 7, 2022. | |
104 | Cover page Interactive data file (embedded with in the inline XBRL document) |
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.
BIOLASE, INC. | ||||||
Date: July 7, 2022 | By | /s/ John R. Beaver | ||||
Name: | John R. Beaver | |||||
Title: | President and Chief Executive Officer |
Exhibit 99.1
BIOLASE ENTERS INTO FAVORABLE CREDIT AGREEMENT AMENDMENT
LAKE FOREST, Calif., June 30, 2022 /PRNewswire/ BIOLASE, Inc. (NASDAQ: BIOL), the global leader in dental lasers, announced that, on June 30, 2022, it entered into an amendment to its senior secured term loan with SWK Funding LLC. The amendment extends the interest-only period of the loan by two quarters to November 2023 and reduces the minimum Consolidated Unencumbered Liquid Assets from $7,500,000 to $5,500,00. BIOLASE used a portion of the proceeds from its recent equity offering to prepay $1,000,000 of the outstanding loan balance.
The recent equity offering allowed us to prepay a portion of our senior secured term loan, commented John Beaver, President and Chief Executive Officer of BIOLASE. This prepayment and amendment will result in lower interest expense while also increasing the Companys liquidity.
Biolase continues to bring leading dental laser solutions to dentists and patients. SWK remains a supportive partner of the company and its mission, commented Winston Black, Chief Executive Officer of SWK Holdings.
SWK Funding LLC is a subsidiary of SWK Holdings Corporation, a Dallas, Texas-based healthcare focused investment firm.
About BIOLASE
BIOLASE is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry and medicine. BIOLASEs products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASEs proprietary laser products incorporate approximately 301 patented and 32 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. BIOLASEs innovative products provide cutting-edge technology at competitive prices to deliver superior results for dentists and patients. BIOLASEs 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 43,300 laser systems to date in over 80 countries around the world. Laser products under development address BIOLASEs core dental market and other adjacent medical and consumer applications.
BIOLASE®, Waterlase® and Waterlase iPlus® are registered trademarks of BIOLASE, Inc.
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. Forward-looking statements can be identified through the use of words such as may, might, will, intend, should, could, can, would, continue, expect, believe, anticipate, estimate, predict, outlook, potential, plan, seek, and similar expressions and variations or the negatives of these terms or other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect BIOLASEs current expectations and speak only as of the date of this release. Actual results may differ materially from BIOLASEs current expectations depending upon a number of factors. These factors include, among others, those risks and uncertainties that are described in the Risk Factors section of BIOLASEs annual report filed on Form 10-K filed 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.
Investor Relations:
EVC Group LLC
Michael Polyviou / Todd Kehrli
(732) 933-2754
mpolyviou@evcgroup.com / tkehrli@evcgroup.com
Exhibit 99.2
BIOLASE ANNOUNCES PROMOTIONS OF KEY TEAM MEMBERS
LAKE FOREST, Calif., July 7, 2022 BIOLASE, Inc. (NASDAQ: BIOL), the global leader in dental lasers, announced today the appointments of Jennifer Bright to Chief Financial Officer (CFO) and Steven Sandor to Chief Operating Officer (COO). These promotions are effective immediately, and the positions will report to John Beaver, BIOLASEs President and Chief Executive Officer.
Bright has served as the companys Vice President of Finance since April 2021. Brights responsibilities as CFO will include the functional areas of finance, accounting, investor relations, and assisting the executive management team in establishing long-range goals, strategies, plans and policies that drive positive results. Bright earned her Bachelor of Arts in Business Administration degree in accounting from the University of Washington in Seattle, Washington then began her career at PricewaterhouseCoopers and is an active Certified Public Accountant in California.
Jennifer is a highly valuable financial professional who has demonstrated strong leadership across the breadth of our business, commented John Beaver. Im very excited to further leverage Jennifers robust experience in corporate finance and accounting as we achieve BIOLASEs mission and execute on our long-term strategy.
I look forward to serving as BIOLASEs CFO and collaborating with our talented teams across the company to drive our continued commercial success, engage with the investment community, and serve our customers, as well as the patients and families who benefit from improved dental care with the use of BIOLASEs advanced laser technology, said Jennifer Bright.
Sandor joined BIOLASE in early 2019 and has served in several impactful positions in our customer-facing organizations, most recently as the companys Senior Director of Commercial Operations and Service. Sandor has been instrumental in developing long-term strategic growth initiatives focused on leveraging talent, building robust commercial processes, and scalability. Sandor earned an Executive Master of Business Administration degree from Chapman University in Orange, California.
Steven is a customer-focused sales and service leader who has demonstrated an exceptional ability to improve processes and drive results, commented John Beaver. Reporting to Steven will be the companys sales, marketing, service, manufacturing, and distribution organizations. With Stevens guidance and the high-performing leaders and team members reporting to him, I am confident this structure will bring even stronger communication, collaboration, and alignment across these key functions, resulting in our continued commercial success. As part of this new structure, we will also increase our focus on the highly important Dental Service Organization (DSO) market.
As COO, I am very excited to work with many strong BIOLASE leaders, as well as their teams, to leverage their strengths, insights, and experiences. I am confident that the combined effect of their talent, complementary business strategies and even greater collaboration will increase our capabilities and enable us to achieve higher levels of revenue, service, production, and, ultimately, market adoption of our laser technology. I look forward to our making BIOLASE lasers the gold standard of care in dentistry, said Sandor.
About BIOLASE
BIOLASE is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry and medicine. BIOLASEs products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASEs proprietary laser products incorporate approximately 301 patented and 32 patent-pending technologies designed to provide
biologically and clinically superior performance with less pain and faster recovery times. BIOLASEs innovative products provide cutting-edge technology at competitive prices to deliver superior results for dentists and patients. BIOLASEs 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 43,300 laser systems to date in over 80 countries around the world. Laser products under development address BIOLASEs 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. Forward-looking statements can be identified through the use of words such as may, might, will, intend, should, could, can, would, continue, expect, believe, anticipate, estimate, predict, outlook, potential, plan, seek, and similar expressions and variations or the negatives of these terms or other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect BIOLASEs current expectations and speak only as of the date of this release. Actual results may differ materially from BIOLASEs current expectations depending upon a number of factors. These factors include, among others, those risks and uncertainties that are described in the Risk Factors section of BIOLASEs annual report filed on Form 10-K filed 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:
EVC Group LLC
Michael Polyviou / Todd Kehrli
(732) 933-2754
mpolyviou@evcgroup.com / tkehrli@evcgroup.com
Document and Entity Information |
Jun. 30, 2022 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | BIOLASE, INC |
Amendment Flag | false |
Entity Central Index Key | 0000811240 |
Document Type | 8-K |
Document Period End Date | Jun. 30, 2022 |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-36385 |
Entity Tax Identification Number | 87-0442441 |
Entity Address, Address Line One | 27042 Towne Centre Drive |
Entity Address, Address Line Two | Suite 270 |
Entity Address, City or Town | Lake Forest |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92610 |
City Area Code | (949) |
Local Phone Number | 361-1200 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value $0.001 per share |
Trading Symbol | BIOL |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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