Form 8-K BIOLASE, INC For: Dec 30

 

 

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): December 30, 2022

 

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 Drive,
Suite 270
Lake Forest, California				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 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))

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 1.01.

Entry into a Material Definitive Agreement.

On December 30, 2022, BIOLASE, Inc., a Delaware corporation (the “Company”), entered into the Tenth Amendment to Credit Agreement (the “Tenth 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 Tenth Amendment amends the Credit Agreement by reducing the required minimum consolidated unencumbered liquid assets from $3,000,000 to $2,500,000 and removing the conditional minimum last twelve months aggregate revenue and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as of the end of the twelve month period ending December 31, 2022. The Tenth Amendment contains representations, warranties, covenants, releases, and conditions customary for a credit agreement amendment of this type.

The foregoing summary of the Tenth Amendment does not purport to be complete and is qualified in their entirety by reference to the Tenth Amendment, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
10.1		Tenth Amendment to Credit Agreement, dated as of December 30, 2022, by and among BIOLASE, INC., each of the Lenders, and SWK FUNDING LLC, in its capacity as administrative agent for the other Lenders
104		Cover Page Interactive Data File (embedded within 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: January 5, 2023				By		/s/ John R. Beaver
				Name:		John R. Beaver
				Title:		President and Chief Executive Officer