Item 1.01. Entry into a Material Definitive Agreement.
On June 30, 2022, BIOLASE, Inc., a Delaware corporation (the "Company"), entered
into the Ninth Amendment to Credit Agreement (the "Ninth 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 Ninth Amendment amends the Credit Agreement by extending the end of
the interest only period of the loan by two quarters, from May 2023 to November
2023, reducing the required minimum consolidated unencumbered liquid assets from
$7,500,000 to $3,000,000, reducing the minimum consolidated unencumbered liquid
assets triggering the minimum aggregate revenue covenant from $7,500,000 to
$5,000,000, and reducing the minimum consolidated unencumbered liquid assets
triggering the minimum EBITDA covenant from $7,500,000 to $5,000,000. In
connection with the Ninth Amendment, the Company prepaid $1,000,000 of the
outstanding loan balance. The Ninth Amendment contains representations,
warranties, covenants, releases, and conditions customary for a credit agreement
amendment of this type.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 6, 2022, the Board of Directors (the "Board") of the Company appointed
Jennifer Bright as Chief Financial Officer of the Company. Ms. Bright will
receive an annual salary of $285,000 in consideration for her service as Chief
Financial Officer of the Company, and will be eligible for a bonus compensation
target of fifty percent (50%) of annual salary, subject to criteria as
established by the Compensation Committee of the Board (the "Compensation
Committee"). Ms. Bright's employment with the Company is at-will. From April
2021 until her appointment as Chief Financial Officer, Ms. Bright was the
Company's Vice President of Finance and Accounting Director. Ms. Bright, 51, is
a certified public accountant with more than 25 years of professional accounting
and finance experience. From June 2020 to January 2021 she was consulting as
Interim Director of Accounting at Spectrum Pharmaceuticals and as Corporate
Controller at Kellermeyer Bergensons Services from November 2018 to April 2020.
Previously, Ms. Bright held senior accounting and controller positions at Lyon
Living, Crunch Holdings, April Healthcare, and Richmond America Homes, and was a
Supervising Senior Auditor at the accounting firm of PricewaterhouseCoopers LLP.
Ms. Bright holds a B.A. degree in Business Administration from the University of
Washington. There is no arrangement or understanding pursuant to which
Ms. Bright was selected as Chief Financial Officer, and there are no related
party transactions between the Company and Ms. Bright reportable under Item
404(a) of Regulation S-K.
On July 6, 2022, the Board appointed Steven Sandor as Chief Operating Officer of
the Company. Mr. Sandor will receive an annual salary of $275,000 in
consideration for his service as Chief Operating Officer of the Company, and
will be eligible for a bonus compensation target of forty five percent (45%) of
annual salary, subject to criteria as established by the Compensation Committee.
Mr. Sandor's employment with the Company is at-will. Mr. Sandor, 42, is a sales
executive with more than 14 years of professional experience in the dental
industry. From April 2019 until his appointment as Chief Operating Officer,
Mr. Sandor served in several positions of increasing responsibility at the
Company, and was most recently Senior Director of Commercial Operations and
Service. From October 2016 to April 2019 he was Director of Global Training at
KaVo Kerr and from May 2014 to May 2016 he was Sales Development Manager.
Previously, Mr. Sandor held managerial positions at Sybron Endo, Sybron
Orascoptic and AT&T, and served in the United States Coast Guard. Mr. Sandor
holds an Executive Masters in Business Administration from Chapman University.
There is no arrangement or understanding pursuant to which Mr. Sandor was
selected as Chief Operating Officer, and there are no related party transactions
between the Company and Mr. Sandor reportable under Item 404(a) of Regulation
S-K.
Item 7.01 Regulation FD Disclosure.
On June 30, 2022, the Company issued a press release announcing the Ninth
Amendment with SWK, and on July 7, 2022 the Company issued a press release
announcing the appointments of Ms. Bright and Mr. Sandor, copies of which are
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibits
99.1 Press Release of BIOLASE, Inc, dated June 30, 2022.
99.2 Press Release of BIOLASE, Inc., dated July 7, 2022.
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