BIOLASE Inc (NASDAQ:BIOL) completed its private placement of an aggregate of 88,494 shares of its Series C Participating Convertible Preferred Stock, par value $0.001 per share, (the “Convertible Preferred Stock”) and certain warrants (the “Warrants”) to purchase up to an aggregate of 2,035,398 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

Pursuant to the terms of the Convertible Preferred Stock, immediately following the Company’s Special Meeting of Stockholders held on September 30, 2016, where the Company’s stockholders approved the Issuance Proposal (as defined below), each outstanding share of Convertible Preferred Stock was automatically converted into 100 shares of Common Stock, reflecting a conversion price equal to $1.13 per share, which was the closing price of the Common Stock quoted on the NASDAQ Capital Market on July 29, 2016. As a result, the Company issued a total of 8,849,400 shares of Common Stock on September 30, 2016. The issuance of Common Stock upon conversion of the Convertible Preferred Stock was made in reliance upon the exemption from registration requirements in Section 3(a)(9) of the Securities Act of 1933, as amended.