UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 4.01. | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Independent Registered Public Accounting Firm
On June 21, 2023, the Audit Committee of the Board of Directors of BIOLASE, Inc. (the “Company”) dismissed BDO USA, LLP (“BDO USA”) as its independent registered public accounting firm.
BDO USA’s reports on the Company’s consolidated financial statements of the Company as of and for the years ended December 31, 2022 and 2021, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report on the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 contained an explanatory paragraph regarding the Company’s ability to continue as a going concern.
During the years ended December 31, 2022 and 2021, and the subsequent interim period through June 21, 2023, there were no disagreements with BDO USA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO USA, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.
During the years ended December 31, 2022 and 2021, and the subsequent interim period through June 21, 2023, there were no events otherwise reportable under Item 304(a)(1)(v) of Regulation S-K.
The Company provided BDO USA with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”), and requested BDO USA furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company above, and if not, stating the respects in which it does not agree. A copy of BDO USA’s letter, dated June 22, 2023.
(b) Appointment of New Independent Registered Public Accounting Firm
On June 21, 2023, the Company engaged Macias Gini & O’Connell LLP (“MGO”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately. During the fiscal years ended December 31, 2022 and 2021 and through June 21, 2023, neither the Company nor anyone on its behalf consulted with MGO regarding (i) the application of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that MGO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 16.1 | Letter from BDO USA, LLP, dated June 22, 2023, addressed to the U.S. Securities and Exchange Commission | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
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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: June 22, 2023 | By: | /s/ John R. Beaver | ||||
| Name: | John R. Beaver | |||||
| Title: | Chief Executive Officer | |||||
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Exhibit 16.1
June 22, 2023
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on June 21, 2023, to be filed by our former client, Biolase, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO USA, LLP
Document and Entity Information |
Jun. 21, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | BIOLASE, INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000811240 |
| Document Type | 8-K |
| Document Period End Date | Jun. 21, 2023 |
| 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 |