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): | October 27, 2017 |
Biolase, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 001-36479 | 87-0442441 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
4 Cromwell, Irvine, California | 92618 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants 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 14a-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))
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2017, Dr. Frederic H. Moll resigned from the Biolase, Inc. (the "Company") Board of Directors (the "Board"), effective November 11, 2017, due to other time commitments.
On October 27, 2017, the Board elected Richard B. Lanman, M.D. to the Board. In connection with his election to the Board, Dr. Lanman was appointed to serve as a member of the Audit and Nominating and Corporate Governance Committees of the Board.
Dr. Lanman is the Chief Medical Officer of Guardant Health, Inc., a company specializing in non-invasive cancer diagnostics, based in Redwood City, Calfornia. From 2008 until 2014, Dr. Lanman was Chief Medical Officer of Veracyte, Inc., a genomic diagnostics company. He previously served as Chief Medical Officer for two diagnostics companies, and as Senior Vice President and Medical Director of San Jose Medical Group.
There are no understandings or arrangements between Dr. Lanman or any other person and the Company or any of its subsidiaries pursuant to which Dr. Lanman was selected to serve as a director of the Company. There are no family relationships between Dr. Lanman and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer, and there are no transactions between Dr. Lanman or any of his immediate family members and the Company or any of its subsidiaries.
Pursuant to the terms of the Company’s 2002 Stock Incentive Plan, upon his election to the Board, Dr. Lanman received an automatic option grant to purchase 135,333 shares of the Company’s common stock at the closing price $0.76 on November 1, 2017. Each option is immediately exercisable for all of the option shares. However, any shares purchased under such option are subject to repurchase by the Company, at the lower of the exercise price paid per share or the fair market value per share (determined at the time of repurchase), should they cease Board service prior to vesting of those shares. The shares vest, and the Company's right of repurchase lapses, in four successive quarterly installments upon Dr. Lanman's completion of each quarter of service as a non-employee director measured from the grant date. The shares subject to the option grant will immediately vest in full if certain changes in control or ownership occur or if Dr. Lanman dies or becomes disabled while serving as a director.
Item 7.01 Regulation FD Disclosure.
On October 31, 2017, the Company issued a press release announcing the election of Dr. Lanman to the Board, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. See "Exhibit Index" attached to this Current Report on Form 8-K, which is incorporated by reference.
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press Release of Biolase, Inc., dated November 1, 2017 |
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. | ||||
November 1, 2017 | By: |
/s/ Harold C. Flynn, Jr.
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Name: Harold C. Flynn, Jr. | ||||
Title: President and CEO |
BIOLASE APPOINTS RICHARD B. LANMAN TO BOARD OF DIRECTORS
IRVINE, CA (October 31, 2017) BIOLASE, Inc. (NASDAQ:BIOL), the global leader in dental lasers, today announced that it has appointed Richard B. Lanman, M.D., a well-known biotechnology entrepreneur who specializes in accelerating the development and adoption of novel medical technologies, to its Board of Directors, effective November 1, 2017. The appointment of Dr. Lanman replaces outgoing director Fredrick H. Moll, M.D., who is resigning from the Board effective November 11, 2017, due to his commitments associated with his role as CEO of Auris Surgical Robotics, Inc.
Dr. Lanman, 62, is a board-certified neurologist and physiatrist currently serving as the Chief Medical Officer at Guardant Health, Inc. During his career, he has also served on a number of Boards of Directors and Advisory Boards and he has authored 45 articles that have been published in peer reviewed scientific journals.
His extensive Board and executive management experience and his focus on developing and commercializing disruptive medical technologies and procedures make Dr. Lanman a terrific addition to our Board, said Johnathan T. Lord, M.D., BIOLASE Chairman of the Board. We look forward to his advice and counsel as our Board, together with President and CEO Harold Flynn and his executive management team, continue to concentrate on establishing BIOLASE and its innovative dental laser systems as the standard of care in dentistry. I would also like to thank Dr. Moll for his many years of valuable service to BIOLASE and wish him the very best.
Dr Lanman joined Guardant Health, Inc in September 2014 and as its Chief Medical Officer, he has planned and executed the clinical and analytical validity, and clinical utility studies to bring novel cell-free DNA next generation sequencing technology to widespread adoption.
From July 2008 until September 2014 Dr. Lanman was with Veracyte, Inc., where he drove the validation and clinical utility studies required to commercialize genomic diagnostics in thyroid and lung neoplasia that facilitate improved diagnosis utilizing small, minimally-invasive biopsies. Veracyte went public in 2013. He also previously served as Chief Medical Officer for two cardiovascular biodiagnostic companies, diaDexus and Atherotech, and prior to that, Dr. Lanman was the medical director and senior vice president of San Jose Medical Group and a Chief of Quality at Kaiser Permanente.
Dr. Lanman completed his internship and residency at the University of California San Francisco, after receiving his medical degree from Northwestern University and a Bachelor of Science in chemistry from Stanford University, where he graduated Phi Beta Kappa.
About BIOLASE, Inc.
BIOLASE, Inc. is a medical device company that develops, manufactures, markets, and sells laser
systems in dentistry and medicine and also markets, sells, and distributes dental imaging
equipment, including cone beam digital x-rays and CAD/CAM intra-oral scanners. BIOLASEs products
advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASEs
proprietary laser products incorporate approximately 210 patented and 90 patent-pending
technologies designed to provide biologically clinically superior performance with less pain and
faster recovery times. BIOLASEs innovative products provide cutting-edge technology at
competitive prices to deliver the best 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, and a full line of dental imaging equipment.
BIOLASE has sold over 34,900 laser systems to date in over 90 countries around the world. Laser
products under development address BIOLASEs core dental market and other adjacent medical and
consumer markets.
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, LinkedIn at www.linkedin.com/company/biolase, Instagram at www.instagram.com/biolaseinc, and YouTube at www.youtube.com/biolasevideos.
BIOLASE® and Waterlase® 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, including
statements regarding expected effects of the April 2017 financing and anticipated growth.
Forward-looking statements can be identified through the use of words such as anticipates,
expects, intends, plans, believes, seeks, estimates, may, will, should, and
variations of these words or similar expressions. 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 affecting BIOLASEs business. These
factors include, among others, adverse changes in general economic and market conditions,
competitive factors including but not limited to pricing pressures and new product introductions,
uncertainty of customer acceptance of new product offerings and market changes, risks associated
with managing the growth of the business, and those other risks and uncertainties that are
described, from time-to-time, in the Risk Factors section of BIOLASEs annual and quarterly
reports 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:
BIOLASE, Inc.
John R. Beaver
Senior Vice President and Chief Financial Officer
jbeaver@biolase.com
888-424-6527
DresnerAllenCaron
Mike Mason (Investors)
mmason@dresnerallencaron.com
212-691-8087
or
Rene Caron (Investors)
rcaron@dresnerallencaron.com
or
Len Hall (Media)
lhall@dresnerallencaron.com
949-474-4300
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