BIOLASE, Inc. (NASDAQ:BIOL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously announced, on May9, 2018, the stockholders of BIOLASE, Inc., a Delaware corporation (the “Company”) approved a proposal at the 2018 annual meeting of stockholders (the “Annual Meeting”) to amend the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s common stock, par value $0.001 (“Common Stock”), at a ratio ranging from one-for-five (1:5) to one-for-fifteen (1:15), with the final ratio to be determined by the Board of Directors (the “Board”). Immediately after the Annual Meeting, the Board approved a one-for-five (1:5) reverse stock split of the outstanding shares of Common Stock (the “Reverse Stock Split”). On May10, 2018, the Company filed an amendment to its Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with an effective date of 11:59 p.m. Eastern Time on May10, 2018. The Amendment also reduced the authorized shares of Common Stock from 200,000,000 to 40,000,000.

As set forth in the Amendment, 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 such sale, Computershare will pay to each holder of record such holder’s pro rata share of the net proceeds derived from the sale of the fractional interest to which such holder 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.

(d) Exhibits

2

BIOLASE, INC Exhibit
EX-3.1 2 d585361dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 FOURTH AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF BIOLASE,…
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About BIOLASE, Inc. (NASDAQ:BIOL)

BIOLASE, Inc. (BIOLASE) is a medical device company that develops, manufactures, markets and sells laser systems in dentistry and medicine. The Company markets, sells, and distributes dental imaging equipment, including cone beam digital x-rays and computer-aided design (CAD)/computer-aided manufacturing (CAM) intra-oral scanners, in-office, chair-side milling machines and three-dimensional (3-D) printers. It offers two categories of laser system products: WaterLase (all-tissue) systems and Diode (soft tissue) systems. Its brand, WaterLase, uses a combination of water and laser energy to perform procedures performed using drills, scalpels, and other traditional dental instruments for cutting soft and hard tissue. It also offers its Diode laser systems to perform soft tissue, pain therapy, and cosmetic procedures, including teeth whitening. Its Waterlase and Diode systems use disposable laser tips of differing sizes and shapes depending on the procedures being performed.