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): April 28, 2022

BIOLASE, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On April 28, 2022, the stockholders of BIOLASE, Inc., a Delaware corporation (the “Company”), approved a proposal at its 2022 annual meeting of stockholders (the “Annual Meeting”) further amending the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio between one-for-two (1:2) and one-for-twenty-five (1:25), without reducing the authorized number of shares of Company common stock. Following the Annual Meeting, the Company’s Board of Directors approved a final split ratio of one-for-twenty-five (1:25). Following such approval, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 11:59 p.m. Eastern Time on April 28, 2022.

No fractional shares will be issued in connection with the reverse stock split. In lieu of fractional shares, Computershare Trust Company, N.A., as exchange agent (“Computershare”), will aggregate all fractional shares and arrange for them to be sold in a timely manner at the then-prevailing prices on the Nasdaq Capital Market. After completing such sale, Computershare will pay to each stockholder of record such stockholder’s pro rata share of the net proceeds derived from the sale of the fractional interest to which such stockholder would otherwise be entitled.

The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The following are the results of the voting on the proposals submitted to stockholders at the Annual Meeting held on April 28, 2022.

Proposal 1 – Stockholders elected each of the Company’s seven nominees for director, as set forth below:

Proposal 2 – Stockholders voted, on an advisory basis, to approve the compensation of the Company’s named executive officers, as set forth below:

Proposal 3 – Stockholders voted to approve the adoption of an amendment to the Certificate of Incorporation to effect a reverse stock split of Company common stock (without reducing the authorized number of shares of Company common stock), if and when determined by the Company’s Board of Directors:

Proposal 4 – Stockholders ratified the appointment of BDO USA, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2022, as set forth below:

(d) Exhibits.

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.