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): May 13, 2020
BIOLASE, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-36385 |
87-0442441 |
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4 Cromwell |
96218 |
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(Address of principal |
(Zip Code) |
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executive offices) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. ☐ |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
BIOL |
The NASDAQ Stock Market LLC (NASDAQ Capital Market) |
On May 13, 2020, Biolase, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The following are the results of the voting on the proposals submitted to stockholders at the Annual Meeting.
Proposal 1 – Stockholders elected each of the Company’s seven nominees for director, as set forth below:
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Richard B. Lanman, M.D. |
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18,446,021 |
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718,811 |
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33,877 |
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— |
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Jonathan T. Lord, M.D. |
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18,453,131 |
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712,101 |
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33,477 |
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— |
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Garret Sato |
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18,458,012 |
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715,432 |
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25,265 |
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— |
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Elaine C. Wagner, M.D. |
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18,456,537 |
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714,908 |
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27,264 |
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— |
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Todd A. Norbe |
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18,471,959 |
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705,284 |
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21,466 |
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— |
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Jess Roper |
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18,479,141 |
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690,903 |
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28,665 |
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— |
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Michael C. DiTolla D.D.S. |
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18,485,514 |
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689,862 |
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23,333 |
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— |
Proposal 2 – Stockholders voted, on an advisory basis, to approve the compensation of the Company’s named executive officers, as set forth below:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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18,277,303 |
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900,486 |
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20,920 |
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— |
Proposal 3 – Stockholders voted to approve an amendment to the BIOLASE, Inc. 2018 Long-Term Incentive Plan (the “2018 Plan”), to increase the number of shares available under the 2018 Plan by an additional 7,200,000, as set forth below:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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17,144,894 |
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2,024,004 |
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29,811 |
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— |
Proposal 4 – Stockholders ratified the terms and issuance of the Series E convertible preferred stock and approved the number of shares issuable upon full conversion of the convertible preferred stock, as set forth below:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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18,389,797 |
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777,436 |
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31,476 |
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— |
Proposal 5 – Stockholders voted to amend the Company’s restated certificate of incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from 40 million to 180 million shares, as set forth below:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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17,454,431 |
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1,717,224 |
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27,054 |
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— |
Proposal 6 – Stockholders ratified the appointment of BDO USA, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2020, as set forth below:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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18,694,726 |
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482,916 |
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21,067 |
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— |
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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.
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Dated: May 15, 2020
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BIOLASE, INC.
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By: |
/s/ Todd A. Norbe |
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Name: |
Todd A. Norbe |
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Title: |
President and Chief Executive Officer |
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