Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | BIOLASE, INC. | |
Entity Central Index Key | 0000811240 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 36,597,056 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-36385 | |
Entity Tax Identification Number | 87-0442441 | |
Entity Address, Address Line One | 27042 Towne Centre Drive | |
Entity Address, Address Line Two | Suite 270 | |
Entity Address, City or Town | Lake Forest | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92610 | |
City Area Code | 949 | |
Local Phone Number | 361-1200 | |
Entity Incorporation, State or Country Code | DE | |
Document Transition Report | false | |
Document Quarterly Report | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 5,272 | $ 6,566 |
Accounts receivable, less allowance of $329 and $244 as of June 30, 2024 and December 31, 2023 respectively | 4,842 | 5,483 |
Inventory | 10,904 | 11,433 |
Prepaid expenses and other current assets | 1,076 | 1,381 |
Total current assets | 22,094 | 24,863 |
Property, plant, and equipment, net | 4,263 | 5,525 |
Goodwill | 2,926 | 2,926 |
Right-of-use assets, leases | 1,101 | 1,519 |
Other assets | 257 | 268 |
Total assets | 30,641 | 35,101 |
Current liabilities: | ||
Accounts payable | 5,491 | 6,065 |
Accrued liabilities | 7,662 | 7,518 |
Stock warrant liability | 2,616 | 1,363 |
Deferred revenue, current portion | 2,132 | 2,452 |
Current portion of term loans, net of discount | 13,275 | 2,265 |
Total current liabilities | 31,176 | 19,663 |
Deferred revenue | 186 | 256 |
Warranty accrual | 843 | 593 |
Non current term loans | 150 | 11,782 |
Non current operating lease liability | 315 | 772 |
Other liabilities | 97 | 79 |
Total liabilities | 32,767 | 33,145 |
Mezzanine Equity: | ||
Total mezzanine equity | 2,203 | 2,203 |
Stockholders' equity: | ||
Common stock, par value $0.001 per share; 180,000 shares authorized, 33,406 and 3,416 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 33 | 3 |
Additional paid-in-capital | 322,380 | 317,103 |
Accumulated other comprehensive loss | (659) | (553) |
Accumulated deficit | (326,083) | (316,800) |
Total stockholders' equity (deficit) | (4,329) | (247) |
Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit) | 30,641 | 35,101 |
Series H Preferred Stock [Member] | ||
Mezzanine Equity: | ||
Preferred stock Value | 346 | 346 |
Series J Convertible Preferred Stock [Member] | ||
Mezzanine Equity: | ||
Preferred stock Value | $ 1,857 | $ 1,857 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Allowance for accounts receivable | $ 329 | $ 244 |
Convertible preferred stock, shares issued | 1,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 33,406,000 | 3,416,000 |
Common stock, shares outstanding | 33,406,000 | 3,416,000 |
Series H Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 370,000 | 370,000 |
Convertible preferred stock, shares issued | 7,000 | 5,000 |
Convertible preferred stock, shares outstanding | 7,000 | 5,000 |
Series J Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 160,000 | 160,000 |
Convertible preferred stock, shares issued | 17,000 | 15,000 |
Convertible preferred stock, shares outstanding | 17,000 | 15,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations And Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net revenue | $ 11,555 | $ 14,286 | $ 21,687 | $ 24,753 |
Cost of revenue | 6,946 | 8,168 | 13,741 | 15,299 |
Gross profit | 4,609 | 6,118 | 7,946 | 9,454 |
Operating expenses: | ||||
Sales and marketing | 3,694 | 6,189 | 7,077 | 10,812 |
General and administrative | 3,064 | 2,357 | 6,260 | 4,815 |
Engineering and development | 1,071 | 1,444 | 2,354 | 2,991 |
Total operating expenses | 7,829 | 9,990 | 15,691 | 18,618 |
Loss from operations | (3,220) | (3,872) | (7,745) | (9,164) |
Loss on foreign currency transactions | (112) | (235) | (208) | (215) |
Interest expense, net | (586) | (583) | (1,208) | (1,160) |
Other income (loss), net | 1,140 | (147) | (82) | (147) |
Non-operating income (loss), net | 442 | (965) | (1,498) | (1,522) |
Loss before income tax provision | (2,778) | (4,837) | (9,243) | (10,686) |
Income tax provision | (20) | (31) | (40) | (31) |
Net loss | (2,798) | (4,868) | (9,283) | (10,717) |
Other comprehensive loss items: | ||||
Foreign currency translation adjustments | (20) | 39 | (106) | 119 |
Comprehensive loss | (2,818) | (4,829) | (9,389) | (10,598) |
Net loss | (2,798) | (4,868) | (9,283) | (10,717) |
Deemed dividend on convertible preferred stock | 0 | (9,377) | 0 | (9,377) |
Net loss attributable to common stockholders | $ (2,798) | $ (14,245) | $ (9,283) | $ (20,094) |
Net loss per share attributable to common stockholders: | ||||
Earnings Per Share, Basic | $ (0.08) | $ (26.14) | $ (0.36) | $ (45.98) |
Earnings Per Share, Diluted | $ (0.08) | $ (26.14) | $ (0.36) | $ (45.98) |
Shares used in the calculation of net loss per share: | ||||
Weighted Average Number of Shares Outstanding, Basic | 33,391 | 545 | 25,616 | 437 |
Weighted Average Number of Shares Outstanding, Diluted | 33,391 | 545 | 25,616 | 437 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Series H Preferred Stock [Member] | Series J Convertible Preferred Stock [Member] | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Mezzanine Equity Series H Preferred Stock [Member] | Mezzanine Equity Series I Preferred Stock [Member] | Mezzanine Equity Series J Convertible Preferred Stock [Member] |
Beginning balance at Dec. 31, 2022 | $ 4,889 | $ 301,790 | $ (733) | $ (296,168) | ||||||
Balance (in shares) at Dec. 31, 2022 | 77,000 | |||||||||
Issuance of Series H Convertible Preferred Stock, net of fees | (7,762) | (7,762) | $ 10,500 | |||||||
Issuance of Series H/I Convertible Preferred Stock, net of fees, shares | 175,000 | 85,000 | ||||||||
Conversion of Series H/J Convertile Redeemable Preferred Stock | 10,980 | $ 1 | 10,979 | $ (10,980) | ||||||
Conversion of Series H/J Convertile Redeemable Preferred Stock, shares | 655,000 | (183,000) | ||||||||
Exercise of Series H/J Convertible Redeemable Preferred Stock Warrants | (430) | (430) | $ 1,200 | |||||||
Exercise of Series H/J Convertible Redeemable Preferred Stock Warrants, Shares | 20,000 | |||||||||
Sale of common stock units and pre-funded units, net of fees | 8,503 | 8,503 | ||||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 172,000 | |||||||||
Deemed dividend on Series F Convertible Preferred Stock | 9,377 | |||||||||
Stock-based compensation | 925 | 925 | ||||||||
Issuance of stock from RSUs, net, shares | 1,000 | |||||||||
Exercise of common stock warrants | 114 | 114 | ||||||||
Exercise of common stock warrants, shares | 114,000 | |||||||||
Net Income (Loss) | (10,717) | (10,717) | ||||||||
Foreign currency translation adjustments | 119 | 119 | ||||||||
Ending balance at Jun. 30, 2023 | 6,621 | $ 1 | 314,119 | (614) | (306,885) | $ 720 | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 1,019,000 | |||||||||
Ending balance, shares at Jun. 30, 2023 | 12,000 | 85,000 | ||||||||
Beginning balance at Mar. 31, 2023 | $ 0 | 310,828 | (653) | (302,017) | ||||||
Beginning balance at Mar. 31, 2023 | 8,158 | |||||||||
Balance (in shares) at Mar. 31, 2023 | 263,000 | |||||||||
Issuance of Series H Convertible Preferred Stock, net of fees | (7,762) | (7,762) | $ 10,500 | |||||||
Issuance of Series H/I Convertible Preferred Stock, net of fees, shares | 175,000 | 85,000 | ||||||||
Conversion of Series H/J Convertile Redeemable Preferred Stock | 10,980 | $ 1 | 10,979 | $ (10,980) | ||||||
Conversion of Series H/J Convertile Redeemable Preferred Stock, shares | 655,000 | (183,000) | ||||||||
Exercise of Series H/J Convertible Redeemable Preferred Stock Warrants | (430) | (430) | $ 1,200 | |||||||
Exercise of Series H/J Convertible Redeemable Preferred Stock Warrants, Shares | 20,000 | |||||||||
Deemed dividend on Series F Convertible Preferred Stock | 9,377 | |||||||||
Stock-based compensation | 404 | 404 | ||||||||
Issuance of stock from RSUs, net, shares | 1,000 | |||||||||
Exercise of common stock warrants | 100 | 100 | ||||||||
Exercise of common stock warrants, shares | 100,000 | |||||||||
Net Income (Loss) | (4,868) | (4,868) | ||||||||
Foreign currency translation adjustments | 39 | 39 | ||||||||
Ending balance at Jun. 30, 2023 | 6,621 | $ 1 | 314,119 | (614) | (306,885) | $ 720 | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 1,019,000 | |||||||||
Ending balance, shares at Jun. 30, 2023 | 12,000 | 85,000 | ||||||||
Beginning balance at Dec. 31, 2023 | (247) | $ 3 | 317,103 | (553) | (316,800) | $ 346 | $ 1,857 | |||
Beginning balance at Dec. 31, 2023 | $ 2,203 | |||||||||
Beginning balance, shares at Dec. 31, 2023 | 5,000 | 15,000 | 5,000 | 15,000 | ||||||
Balance (in shares) at Dec. 31, 2023 | 3,416,000 | 3,416,000 | ||||||||
Conversion of Series H/J Convertile Redeemable Preferred Stock | $ 528 | 528 | $ (528) | |||||||
Conversion of Series H/J Convertile Redeemable Preferred Stock, shares | 138,000 | (5,000) | ||||||||
Paid-in-kind dividend on Series H Convertible Redeemable Preferred Stock | 2,000 | |||||||||
Paid-in-kind dividend on Series J Convertible Redeemable Preferred Stock, Shares | 2,000 | |||||||||
Exercise of Series H/J Convertible Redeemable Preferred Stock Warrants | (164) | (164) | $ 528 | |||||||
Exercise of Series H/J Convertible Redeemable Preferred Stock Warrants, Shares | 5,000 | |||||||||
Sale of common stock units and pre-funded units, net of fees | 2,786 | $ 8 | 2,778 | |||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 7,795,000 | |||||||||
Exercise of Class A Warrants, Shares | 13,063,000 | |||||||||
Exercise of Class A Warrants | 1,989 | $ 13 | 1,976 | |||||||
Deemed dividend on Series F Convertible Preferred Stock | 0 | |||||||||
Stock-based compensation | 159 | 159 | ||||||||
Issuance of stock from RSUs, net, shares | 15,000 | |||||||||
Exercise of common stock warrants | 9 | $ 9 | ||||||||
Exercise of common stock warrants, shares | 8,979,000 | |||||||||
Net Income (Loss) | (9,283) | (9,283) | ||||||||
Foreign currency translation adjustments | (106) | (106) | ||||||||
Ending balance at Jun. 30, 2024 | (4,329) | $ 33 | 322,380 | (659) | (326,083) | $ 346 | $ 1,857 | |||
Ending Balance at Jun. 30, 2024 | $ 2,203 | |||||||||
Ending Balance (in shares) at Jun. 30, 2024 | 33,406,000 | 33,406,000 | ||||||||
Ending balance, shares at Jun. 30, 2024 | 7,000 | 17,000 | 7,000 | 17,000 | ||||||
Beginning balance at Mar. 31, 2024 | $ (1,934) | $ 33 | 321,957 | (639) | (323,285) | $ 346 | $ 1,857 | |||
Beginning balance, shares at Mar. 31, 2024 | 5,000 | 16,000 | ||||||||
Balance (in shares) at Mar. 31, 2024 | 33,257,000 | |||||||||
Conversion of Series H/J Convertile Redeemable Preferred Stock | 528 | 528 | $ (528) | |||||||
Conversion of Series H/J Convertile Redeemable Preferred Stock, shares | 138,000 | (5,000) | ||||||||
Paid-in-kind dividend on Series H Convertible Redeemable Preferred Stock | 2,000 | |||||||||
Paid-in-kind dividend on Series J Convertible Redeemable Preferred Stock, Shares | 1,000 | |||||||||
Exercise of Series H/J Convertible Redeemable Preferred Stock Warrants | (164) | (164) | $ 528 | |||||||
Exercise of Series H/J Convertible Redeemable Preferred Stock Warrants, Shares | 5,000 | |||||||||
Sale of common stock units and pre-funded units, net of fees | 2 | 2 | ||||||||
Deemed dividend on Series F Convertible Preferred Stock | 0 | |||||||||
Stock-based compensation | 57 | 57 | ||||||||
Issuance of stock from RSUs, net, shares | 11,000 | |||||||||
Net Income (Loss) | (2,798) | (2,798) | ||||||||
Foreign currency translation adjustments | (20) | (20) | ||||||||
Ending balance at Jun. 30, 2024 | (4,329) | $ 33 | $ 322,380 | $ (659) | $ (326,083) | $ 346 | $ 1,857 | |||
Ending Balance at Jun. 30, 2024 | $ 2,203 | |||||||||
Ending Balance (in shares) at Jun. 30, 2024 | 33,406,000 | 33,406,000 | ||||||||
Ending balance, shares at Jun. 30, 2024 | 7,000 | 17,000 | 7,000 | 17,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (9,283) | $ (10,717) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ||
Depreciation | 1,310 | 1,573 |
Provision for bad debts | 86 | 42 |
Provision for inventory excess and obsolescence | 76 | 0 |
Amortization of debt issuance costs | 242 | 214 |
Change in fair value of warrants | (514) | (78) |
Issuance costs for common stock warrants | 830 | 224 |
Stock-based compensation | 67 | 775 |
Gain on disposal of fixed assets | (232) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 555 | 82 |
Inventory | 374 | (163) |
Prepaid expenses and other current assets | 734 | 713 |
Accounts payable and accrued liabilities | (527) | (1,903) |
Deferred revenue | (390) | 18 |
Net cash and cash equivalents used in operating activities | (6,672) | (9,220) |
Cash Flows from Investing Activities: | ||
Purchases of property, plant, and equipment | (27) | (944) |
Proceeds from disposal of property, plant, and equipment | 284 | 0 |
Net cash and cash equivalents provided by (used in) investing activities | 257 | (944) |
Cash Flows from Financing Activities: | ||
Proceeds from the sale of common stock and pre-funded warrants, net of fees | 2,786 | 8,502 |
Proceeds from the sale of Series H Convertible Preferred Stock, net of fees | 0 | 2,738 |
Proceeds from the sale of warrants, net of fees | 3,020 | 918 |
Principal payment on term loan | (865) | 0 |
Proceeds from the exercise of common stock warrants | 8 | 115 |
Proceeds from the exercise of preferred share warrants | 270 | 520 |
Net cash and cash equivalents provided by financing activities | 5,219 | 12,793 |
Effect of exchange rate changes | (98) | 120 |
(Decrease) increase in cash and cash equivalents | (1,294) | 2,749 |
Cash and cash equivalents, beginning of period | 6,566 | 4,181 |
Cash and cash equivalents, end of period | 5,272 | 6,930 |
Supplemental cash flow disclosure: | ||
Cash paid for interest | 968 | 930 |
Cash received for interest | 3 | 5 |
Cash paid for income taxes | 42 | 12 |
Cash paid for operating leases | 157 | 159 |
Non-cash property, plant and equipment additions acquired under inventory | 78 | 0 |
Common stock issued upon cashless warrant exercise | 1,989 | 0 |
Common stock issued upon exercise of preferred stock | 528 | 10,980 |
Non-cash right-of-use assets obtained in exchange for lease obligation | $ 0 | $ 483 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (2,798) | $ (4,868) | $ (9,283) | $ (10,717) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1—DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION The Company BIOLASE, Inc. (“BIOLASE” and, together with its consolidated subsidiaries, the “Company”) is a leading provider of advanced laser systems for the dental industry. The Company develops, manufactures, markets, and sells laser systems that provide significant benefits for dental practitioners and their patients. The Company’s proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. The Company’s laser systems are designed to provide clinically superior results for many types of dental procedures compared to those achieved with drills, scalpels, and other conventional instruments. Potential patient benefits include less pain, fewer shots, faster healing, decreased fear and anxiety, and fewer appointments. Potential practitioner benefits include improved patient care and the ability to perform a higher volume and wider variety of procedures and generate more patient referrals. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of BIOLASE and its wholly-owned subsidiaries and have been prepared on a basis consistent with the December 31, 2023 audited consolidated financial statements and include all material adjustments, consisting of normal recurring adjustments and the elimination of all material intercompany transactions and balances, necessary to fairly present the information set forth therein. The unaudited condensed consolidated financial statements do not include all the footnotes, presentations, and disclosures normally required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements. The unaudited condensed consolidated results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results for the full year. The December 31, 2023 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2023 included in included in BIOLASE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2024 (the “2023 Form 10-K”). Reverse Stock Split At the annual meeting of stockholders held on May 2, 2024 (the "2024 Annual Meeting"), BIOLASE stockholders approved an amendment to BIOLASE’s Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of BIOLASE common stock, par value $ 0.001 per share (the “common stock”), at a ratio between one-for-two (1:2) and one-for-fifty (1:50) with the ratio to be determined at the discretion of the Board . No official action has been taken to put this reverse stock into effect. At a special meeting of BIOLASE stockholders held on July 20, 2023 (the "special meeting"), BIOLASE stockholders approved an amendment to BIOLASE’s Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of BIOLASE common stock, par value $ 0.001 per share (the “common stock”), at a ratio between one-for-two (1:2) and one-for-one hundred (1:100). Immediately after the special meeting, BIOLASE's board of directors (the "Board") approved a one-for-one hundred (1:100) reverse stock split of the outstanding shares of the common stock (the “2023 Reverse Stock Split”). On July 26, 2023, BIOLASE filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the 2023 Reverse Stock Split, which became effective on July 27, 2023. The amendment did not change the number of authorized shares of the common stock. Except as the context otherwise requires, all common stock share numbers, share price amounts (including exercise prices, conversion prices, and closing market prices), shares issued upon the conversion of preferred shares, and shares issued upon the exercise of warrants contained in the unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted to reflect the 2023 Reverse Stock Split. Liquidity and Management’s Plans - Going Concern The Company incurred losses from operations and used cash in operating activities for the three and six months ended June 30, 2024 and for the years ended December 31, 2023 and 2022. The Company’s recurring losses, level of cash used in operations, and potential need for additional capital, along with uncertainties surrounding the Company’s ability to raise additional capital, especially in light of the fact that our common stock is no longer traded on the Nasdaq, which makes it harder to attract investors and limits the types of financings that can be conducted, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. As of June 30, 2024, the Company had working capital deficit of approximately $ 9.1 million with the deficit primarily due to the SWK Loan that is set to mature in May 2025. The Company’s principal sources of liquidity as of June 30, 2024 consisted of approximately $ 5.3 million in cash and cash equivalents and $ 4.8 million of net accounts receivable. As of December 31, 2023, the Company had working capital of approximately $ 5.2 million , $ 6.6 million in cash and cash equivalents and $ 5.5 million of net accounts receivable. The decrease in cash and cash equivalents since December 31, 2023 was primarily due to a net loss of $ 9.3 million and principal payments on the Company's term loan of $ 0.9 million, partially offset by net proceeds of $ 5.8 million from the February 2024 public offering and $ 0.3 million in proceeds from the disposal of property, plant, and equipment. Additional capital requirements may depend on many factors, including, among other things, the rate at which the Company’s business grows, demands for working capital, manufacturing capacity, and any acquisitions that the Company may pursue. The Company expects that it will be required to raise capital through either equity or debt offerings. The Company cannot provide assurance that it will be able to successfully enter into any such equity or debt financings in the future or that the required capital would be available on acceptable terms, if at all, or that any such financing activity would not be dilutive to its stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and the accompanying notes. Significant estimates in these condensed consolidated financial statements include allowances on accounts receivable, inventory, and deferred taxes, as well as estimates for accrued warranty expenses, goodwill and the ability of goodwill to be realized, revenue deferrals, effects of stock-based compensation and warrants, contingent liabilities, the provision or benefit for income taxes, and preferred stock. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ materially from those estimates. Critical Accounting Policies Information with respect to the Company’s critical accounting policies, which management believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management, is discussed in the Company’s 2023 audited financial statements included in the 2023 Form 10-K. Management believes that there have been no significant changes during the six months ended June 30, 2024 in the Company’s critical accounting policies from those disclosed in the Company’s 2023 audited financial statements included in the 2023 Form 10-K. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market (or, if none exists, the most advantageous market) for the specific asset or liability at the measurement date (referred to as the “exit price”). The fair value is based on assumptions that market participants would use, including a consideration of non-performance risk. Under the accounting guidance for fair value hierarchy, there are three levels of measurement inputs. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable, either directly or indirectly. Level 3 inputs are unobservable due to little or no corroborating market data. The Company’s financial instruments, consisting of cash, cash equivalents, accounts receivable, accounts payable, accrued liabilities, warrants, and the SWK Loan (as defined below) as discussed in Note 9 – Debt, approximate fair value because of the relative short maturity of these items and the market interest rates the Company could obtain . Concentration of Credit Risk, Interest Rate Risk and Foreign Currency Exchange Rate Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, and trade accounts receivable. The Company maintains its cash and cash equivalents with established commercial banks. At times, balances may exceed federally insured limits. To minimize the risk associated with trade accounts receivable, management performs ongoing credit evaluations of customers’ financial condition and maintains relationships with the Company’s customers that allow management to monitor current changes in business operations so the Company can respond as needed. The Company does not, generally, require customers to provide collateral before it sells them its products. However, the Company has required certain distributors to make prepayments for significant purchases of its products. Substantially all of the Company’s revenue is denominated in U.S. dollars, including sales to international distributors. Only a small portion of its revenue and expenses is denominated in foreign currencies, principally the Euro and Indian Rupee. The Company’s foreign currency expenditures primarily consist of the cost of maintaining offices, consulting services, and employee-related costs. During the three and six months ended June 30, 2024 and 2023 , respectively, the Company did not enter into any hedging contracts. Future fluctuations in the value of the U.S. dollar may affect the price competitiveness of the Company’s products outside the U.S. Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. Recently Issued Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2024 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | NOTE 3—REVENUE RECOGNITION Contracts with Customers Revenue for sales of products and services is derived from contracts with customers. The products and services promised in customer contracts include delivery of laser systems, imaging systems, and consumables as well as certain ancillary services such as training and extended warranties. Contracts with each customer generally state the terms of the sale, including the description, quantity and price of each product or service. Payment terms are stated in the contract and vary according to the arrangement. Because the customer typically agrees to a stated rate and price in the contract that does not vary over the life of the contract, the Company’s contracts do not contain variable consideration. The Company establishes a provision for estimated warranty expenses. Performance Obligations At contract inception, the Company assesses the products and services promised in its contracts with customers. The Company then identifies performance obligations to transfer distinct products or services to the customers. In order to identify performance obligations, the Company considers all of the products or services promised in contracts regardless of whether they are explicitly stated or are implied by customary business practices. Revenue from products and services transferred to customers at a single point in time accounted for 85 % of net revenue for the three and six months ended June 30, 2024 and 90 % for the three and six months ended June 30, 2023. The majority of the Company’s revenue recognized at a point in time is for the sale of laser systems and consumables. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer during the shipping process. Revenue from services transferred to customers over time account ed for 15 % o f net revenue for the three and six months ended June 30, 2024 and 10 % for the three and six months ended June 30, 2023. The majority of the Company’s revenue that is recognized over time relates to product training and extended warranties. Deferred revenue attributable to undelivered elements, which primarily consists of product training, totaled approximately $ 0.4 million as of June 30, 2024 and December 31, 2023. Transaction Price Allocation The transaction price for a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in a contract. The primary method used to estimate standalone selling price is the observable price when the good or service is sold separately in similar circumstances and to similar customers. Significant Judgments Revenue is recorded for extended warranties over time as the customer benefits from the warranty coverage. This revenue will be recognized equally throughout the contract period as the customer receives benefits from the Company's promise to provide such services. Revenue is recorded for product training when the customer attends a training program or upon the expiration of the obligation, which is generally after six months. The Company also has contracts that include both the product sales and product training as performance obligations. In those cases, the Company records revenue for product sales at the point in time when the product has been shipped. The customer obtains control of the product when it is shipped, as all shipments are made FOB shipping point, and after the customer selects its shipping method and pays all shipping costs and insurance. The Company has concluded that control is transferred to the customer upon shipment. Accounts Receivable Accounts receivable are stated at estimated net realizable value. The allowance for doubtful accounts is based on an analysis of customer accounts and the Company’s historical experience with accounts receivable write-offs. Contract Liabilities The Company performs its obligations under a contract with a customer by transferring products and/or services in exchange for consideration from the customer. The Company typically invoices its customers as soon as control of an asset is transferred and a receivable for the Company is established. The Company, however, recognizes a contract liability when a customer prepays for goods and/or services, and the Company has not transferred control of the goods and/or services. The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): June 30, December 31, 2024 2023 Undelivered elements (training and installation) $ 407 $ 449 Extended warranty contracts 1,911 2,259 Total deferred revenue 2,318 2,708 Less: long-term portion of deferred revenue ( 186 ) ( 256 ) Deferred revenue — current $ 2,132 $ 2,452 The balance of contract assets was immaterial as the Company did not have a significant amount of uninvoiced receivables at June 30, 2024 and December 31, 2023. The amount of revenue recognized during the six months ended June 30, 2024 and 2023 that was included in the opening contract liability balance related to undelivered elements was $ 0.4 million and $ 0.3 million, respectively . The amounts related to extended warranty contr acts was $ 0.9 million and $ 1.1 million for t he six months ended June 30, 2024 and 2023, respectively. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. The Company determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors. The Company’s revenues related to the following geographic areas were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 United States $ 8,240 $ 10,741 $ 14,930 $ 17,499 International 3,315 3,545 6,757 7,254 Net revenue $ 11,555 $ 14,286 $ 21,687 $ 24,753 Information regarding revenues disaggregated by the timing of when goods and services are transferred is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenue recognized over time $ 1,713 $ 1,415 $ 3,201 $ 2,584 Revenue recognized at a point in time 9,842 12,871 18,486 22,169 Net revenue $ 11,555 $ 14,286 $ 21,687 $ 24,753 The Company’s sales by end market were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 End-customer $ 8,240 $ 10,741 $ 14,930 $ 17,499 Distributors 3,315 3,545 6,757 7,254 Net revenue $ 11,555 $ 14,286 $ 21,687 $ 24,753 Shipping and Handling Costs and Revenues Shipping and freight costs are treated as fulfillment costs. For shipments to end-customers, the customer bears the shipping and freight costs and has control of the product upon shipment. For shipments to distributors, the distributor bears the shipping and freight costs, including insurance, tariffs and other import/export costs. |
Convertible Redeemable Preferre
Convertible Redeemable Preferred Stock and Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Temporary Equity And Equity [Abstract] | |
Convertible Redeemable Preferred Stock and Stockholders' Equity | NOTE 4—CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) The Board, without further stockholder authorization, may authorize the issuance from time to time of up to 1,000,000 shares of the Company’s preferred stock. Of the 1,000,000 shares of preferred stock, as of June 30, 2024 , 370,000 shares were designated as Series H, par value $ 0.001 per share, 160,000 shares were designated as Series J, par value $ 0.001 per share, and 125,000 shares were designated as Series I, par value $ 0.001 per share. Preferred Stock Series J Preferred Stock On September 13, 2023, the Company consummated the sale of 75,000 Units (the "Units") with each Unit consisting of (A) one share of BIOLASE Series J Convertible Redeemable Preferred Stock, par value $ 0.001 per share and a stated value equal to $ 100.00 (the “Series J Convertible Preferred Stock”), and (B) one warrant ( the “Series J Warrants”) to purchase one-half of one ( 0.50 ) share of Series J Convertible Preferred Stock, at a price to the public of $ 60.00 per Unit, less underwriting discounts and commissions. The public offering price of $ 60.00 per Unit reflects the issuance of the Series J Convertible Preferred Stock with an original issue discount of 40 %. The Company filed a registration statement on Form S-1 in September 2023, which registered the Units, the Series J Convertible Preferred Stock, the Series J Warrants and the shares of Series J Convertible Preferred Stock and common stock underlying such securities and additional shares of Series J Convertible Preferred Stock that will be issued, if and when the Board declares such dividends, as paid in-kind dividends (“PIK dividends”) at a rate of 20 % per annum and the shares of Common Stock issuable upon conversion of the Series J Convertible Preferred Stock issued as PIK dividends. The registration statement was declared effective on September 13, 2023 and the offering closed on September 18, 2023. Each Warrant has an exercise price of $ 30.00 per share, is exercisable for one-half of one ( 0.5 ) share of Series J Convertible Preferred Stock, is immediately exercisable and will expire one (1) year from the date of issuance. Each share of Series J Convertible Preferred Stock is convertible at the option of the holder at any time into the number of shares of common stock determined by dividing the $ 100.00 stated value per share by a conversion price of $ 3.26 . Each outstanding share of Series J Convertible Preferred Stock is mandatorily redeemable by the Company in cash on September 13, 2024 (the "Series J Maturity Date"). Gross proceeds from the offering were $ 4.5 million before broker fees and related expenses of approximately $ 1.0 million. In accordance with applicable accounting standards, the $ 4.5 million gross proceeds were allocated to the Series J Convertible Preferred Stock and the Series J Warrants in the amount of $ 3.5 million and $ 1.0 million, respectively. The allocation was based on the fair value of the Series J Warrants of $ 1.0 million as of the commitment date, with the residual proceeds of $ 3.5 million allocated to the Series J Convertible Preferred Stock. Net proceeds allocated to the Series J Convertible Preferred Stock and Series J Warrants was $ 2.7 million and $ 0.8 million respectively. The Series J Convertible Preferred stock was classified as mezzanine equity on the consolidated balance sheet as they are contingently redeemable prior to the Series J Maturity Date and the conversion from preferred shares to shares of common stock is at the option of the holder at any time before the Series J Maturity Date. The Series J Warrants were classified as accrued liabilities on the consolidated balance sheet as the warrants are convertible into preferred shares, which are mandatorily redeemable in cash upon the Series J Maturity Date if they are not converted to shares of common stock before such date. The Series J Convertible Preferred Stock was issued at a discount with the total redemption value of the Series J Convertible Preferred Shares and PIK Dividends of $ 10.3 million. The redemption value in excess of the net proceeds received allocated to the Series J Convertible Preferred Shares was $ 7.6 million and was recognized as a decrease in additional paid-in-capital at the commitment date. Upon conversion of Series J Warrants to Series J Convertible Preferred shares, the value of the Series J Convertible Preferred Stock issued is the stated value per share plus the PIK dividend. The redemption value in excess of the net proceeds received from the exercise of warrants and the fair value of such warrants is recognized as a decrease in additional paid-in-capital at the conversion date. As of June 30, 2024 , 14,960 of the Series J Warrants have been exercised for 7,480 shares of Series J Convertible Preferred Stock, 5,621 shares of Series J Convertible Preferred Stock have been issued as part of PIK dividends, and 70,965 shares of Series J Convertible Preferred Stock were converted to approximately 2.2 million shares of common stock. During the six months ended June 30, 2024 9,000 of the Series J Warrants were exercised and 4,500 shares of the Series J Convertible Preferred Stock were converted. As of June 30, 2024 , there are 17,136 Series J Convertible Preferred Stock outstanding. The mezzanine classified Series J Convertible Preferred Stock are presented at their maximum redemption value that includes accretion related to the PIK dividends. Series I Preferred Stock On June 5, 2023, the Board declared a dividend of one one-thousandth of a share of Series I Preferred Stock, par value $ 0.001 per share ("Series I Preferred Stock"), for each share of common stock outstanding as of June 16, 2023 ( as calculated on a pre 2023 Reverse Stock Split basis). The certificate of designation for the Series I Preferred Stock provided that all shares of Series I Preferred Stock not present in person or by proxy at any meeting of stockholders held to vote on the 2023 Reverse Stock Split immediately prior to the opening of the polls at such meeting would be automatically redeemed (the “Series I Initial Redemption”) and that any outstanding shares of Series I Preferred Stock that have not been redeemed pursuant to the Series I Initial Redemption would be redeemed in whole, but not in part, (i) if and when ordered by the Board or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation effecting the 2023 Reverse Stock Split that was subject to the vote (the "Series I Subsequent Redemption"). On July 20, 2023, the Series I Initial Redemption occurred, and on July 27, 2023, the Series I Subsequent Redemption occurred. As a result, no shares of Series I Preferred Stock remain outstanding as of July 27, 2023. Series H Preferred Stock On May 24, 2023, the Company consummated the sale of 175,000 Units (the "Units") with each Unit consisting of (A) one share of BIOLASE Series H Convertible Redeemable Preferred Stock, par value $ 0.001 per share and a stated value equal to $ 50.00 (the “Series H Convertible Preferred Stock”), and (B) one warrant ( the “Series H Warrants”) to purchase one-half of one ( 0.50 ) share of Series H Convertible Preferred Stock, at a price to the public of $ 26.00 per Unit, less underwriting discounts and commissions. The public offering price of $ 26.00 per Unit reflects the issuance of the Series H Convertible Preferred Stock with an original issue discount of 48 %. The Company filed a registration statement on Form S-1 in May 2023, which registered the Units, the Series H Convertible Preferred Stock, the Series H Warrants and the shares of Series H Convertible Preferred Stock and common stock underlying such securities and additional shares of Series H Convertible Preferred Stock that will be issued, if and when the Board declares such dividends, as paid in-kind dividends (“PIK dividends”) at a rate of 20 % and the shares of Common Stock issuable upon conversion of the Series H Convertible Preferred Stock issued as PIK dividends. The registration statement was declared effective on May 24, 2023 and the offering closed on May 26, 2023. Each Series H Warrant has an exercise price of $ 13.00 per share, is exercisable for one-half of one ( 0.5 ) share of Series H Convertible Preferred Stock, is immediately exercisable and will expire two (2) years from the date of issuance. Each share of Series H Convertible Preferred Stock is convertible at the option of the holder at any time into the number of shares of common stock determined by dividing the $ 50.00 stated value per share by a conversion price of $ 13.98 (as adjusted for the 2023 Reverse Stock Split). Each outstanding share of Series H Convertible Preferred Stock is mandatorily redeemable by the Company in cash on May 24, 2025 (the "Series H Maturity Date"). Gross proceeds from the offering were $ 4.6 million before broker fees and related expenses of approximately $ 0.9 million. In accordance with applicable accounting standards, the $ 4.6 million gross proceeds were allocated to the Series H Convertible Preferred Stock and the Series H Warrants in the amount of $ 3.4 million and $ 1.2 million, respectively. The allocation was based on the fair value of the Series H Warrants of $ 1.2 million as of the commitment date, with the residual proceeds of $ 3.4 million allocated to the Series H Convertible Preferred Stock. Net proceeds allocated to the Series H Convertible Preferred Stock and Series H Warrants was $ 2.7 million and $ 1.0 million, respectively. The Series H Convertible Preferred Stock was classified as mezzanine equity on the consolidated balance sheet as they are contingently redeemable prior to the Series H Maturity Date and the conversion from preferred shares to shares of common stock is at the option of the holder at any time before the Series H Maturity Date. The Series H Warrants were classified as accrued liabilities on the consolidated balance sheet as the warrants are convertible into preferred shares, which are mandatorily redeemable in cash upon the Series H Maturity Date if they are not converted to shares of common stock before such date. The Series H Convertible Preferred Stock was issued at a discount with the total redemption value of the Series H Convertible Preferred Shares and PIK Dividends of $ 10.5 million. The redemption value in excess of the net proceeds received allocated to the Series H Convertible Preferred Stock was $ 7.8 million and was recognized as a decrease in additional paid-in-capital at the commitment date. Upon conversion of Series H Warrants to Series H Convertible Preferred Stock, the value of the Series H Convertible Preferred Stock issued is the stated value per share plus the PIK dividend. The redemption value in excess of the net proceeds received from the exercise of warrants and the fair value of such warrants is recognized as a decrease in additional paid-in-capital at the conversion date. As of June 30, 2024 , 40,000 of the Series H Warrants have been exercised for 20,000 shares of Series H Convertible Preferred Stock, 1,923 shares of Series H Convertible Preferred Stock have been issued as part of PIK dividends, and 190,000 shares of Series H Convertible Preferred Stock have been converted to approximately 0.7 million shares of common stock. There has been no exercises of Series H Warrants or conversion of Series H Convertible Preferred Stock during the six months ended June 30, 2024. As of June 30, 2024 , there are 6,923 Series H Convertible Preferred Stock outstanding. The mezzanine classified Series H Convertible Preferred Stock are presented at their maximum redemption value that includes accretion related to the PIK dividends. Stock-Based Compensation 2002 Stock Incentive Plan The 2002 Stock Incentive Plan (as amended effective as of May 26, 2004, November 15, 2005, May 16, 2007, May 5, 2011, June 6, 2013, October 30, 2014, April 27, 2015, and May 6, 2017, the “2002 Plan”) was replaced by the 2018 Plan (as defined below) with respect to future equity awards. Persons eligible to receive awards under the 2002 Plan included officers, employees, directors of the Company, and consultants to the Company. As of June 30, 2024 , a total of 1,244 shares have been authorized for issuance under the 2002 Plan, of which approximately 908 shares of common stock have been issued pursuant to options that were exercised and restricted stock units ("RSUs") that were vested, approximately 138 shares of common stock have been reserved for options that are outstanding, and no shares of common stock remain available for future grants. 2018 Stock Incentive Plan At the 2018 annual meeting of stockholders, the Company’s stockholders approved the 2018 Long-Term Incentive Plan (as amended effective as of September 21, 2018, May 15, 2019, May 13, 2020, June 11, 2021, and April 27, 2023, the “2018 Plan”). The purposes of the 2018 Plan are (i) to align the interests of the Company’s stockholders and recipients of awards under the 2018 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) to advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors, and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. Under the terms of the 2018 Plan, approximately 58,815 shares of common stock remain available for issuance as of June 30, 2024. As of June 30, 2024 , a total of 112,268 shares of common stock have been authorized for issuance under the 2018 Plan, of which approximately 22,954 shares have already been issued and approximately 30,499 shares of the Company’s common stock have been reserved for issuance upon the exercise of outstanding options or stock appreciation rights ("SARs"), and/or settlement of unvested RSUs under the 2018 Plan. T he Company recognized stock-based compensation gain of $ 0.1 million and expense of $ 0.1 million for the three and six months ended June 30, 2024 , respectively, and $ 0.1 million and $ 0.8 million for the three and six months ended June 30, 2023, respectively. As of June 30, 2024 and 2023 , the Company had approximately $ 0.1 million and $ 1.0 million, respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to unvested share-based compensation arrangements. The Company expects that expense to be recognized over a weighted-average period of 1.3 years. The following table summarizes the statement of operations classification of compensation expense associated with share-based payments (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Cost of revenue $ — $ 5 $ — $ 23 Sales and marketing 49 105 71 302 General and administrative ( 95 ) ( 25 ) ( 3 ) 405 Engineering and development — ( 1 ) ( 1 ) 45 Total $ ( 46 ) $ 84 $ 67 $ 775 Stock Option Activity There were no option grants or exercises during the six months ended June 30, 2024 and 2023. Restricted Stock Units A summary of unvested RSU activity for the six months ended June 30, 2024 is as follows (in thousands, except per share amounts): Weighted Average Grant Shares Date Fair Value Unvested RSUs as of December 31, 2023 44 $ 18.50 Vested ( 27 ) $ 19.80 Forfeited or cancelled ( 6 ) $ 19.51 Unvested RSUs as of June 30, 2024 11 $ 34.68 Warrants From time to time, the Company issues warrants to acquire shares of common stock as approved by the Board. February 2024 Public Offering On February 15, 2024, the Company completed a public offering (the "February 2024 Offering") and issued (i) 7,795,000 units (the "Units"), with each Unit consisting of (A) one share of the Company’s common stock, par value $ 0.001 per share, (B) one Class A warrant to purchase one share of common stock (the "Class A Common Warrants"), each exercisable from time to time for one share of Common Stock at an exercise price of $ 0.66 per share, and (C) one Class B warrant to purchase one share of common stock (the "Class B Common Warrants"), each exercisable from time to time for one share of Common Stock at an exercise price of $ 0.748 per share and (ii) 8,205,000 pre-funded units (the "Pre-Funded Units"), with each Pre-Funded Unit consisting of (A) one pre-funded warrant (the "Pre-Funded Warrants"), each such Pre-Funded Warrant being exercisable from time to time for one share of Common Stock at an exercise price of $ 0.001 per share, (B) one Class A Common Warrant, and (C) one Class B Common Warrant. The Units were sold at the public offering price of $ 0.44 per Unit and the Pre-Funded Units were sold at the public offering price of $ 0.439 per Pre-Funded Unit. The Company received gross proceeds of approximately $ 7.0 million, before deducting underwriting discounts and commissions, estimated offering expenses, and before the exercise of warrants. Based on the terms and conditions of the February 2024 Offering, the Company determined that liability classification was appropriate for the Class A Common Warrants and Class B Common Warrants and recognized the gross proc eeds from the issuance allocated to the warrants in excess of par of $ 3.7 million in accrued liabilities and expensed issuance costs of $ 0.6 million allocated to the warrants. The Class A Common Warrants were valued using either a long stock position plus a long call position or a Black-Scholes call option model which was deemed appropriate given the warrants can be exercised via the stated exercise price, or an alternative cashless exercise for 0.95 shares per warrant, with a fair value that approximates 95 % of the current stock price. The unobservable inputs utilized in determining the fair value of the Class A Common Warrants, which are categorized as a Level 3 instrument, is the volatility rate of 85 %. The Class B Common Warrants were valued using a Monte Carlo simulation. The unobservable inputs utilized in determining the fair value of the Class B Common Warrants, which are categorized as a Level 3 instrument, is the volatility rate of 85 % as well as the probability of a future financing event. Pursuant to that certain Securities Purchase Agreement, dated December 6, 2023, by and between the Company and the investor (the “Investor”) named in the signature page thereto (the “December 2023 Purchase Agreement”), the Company agreed, among other things, pursuant to Section 4.12 thereof not to enter into a Variable Rate Transaction (as defined in the December 2023 Purchase Agreement) for a period of one-hundred and eighty (180) days following the closing date of that offering (or June 5, 2024) (the “VRT Prohibition”). In order to induce the Investor to agree to waive the VRT Prohibition to enable the Company to effect the Offering, the Company and the Investor entered into a Consent and Waiver, dated February 12, 2024 (the “Consent and Waiver”), whereby the Company agreed to issue to the Investor a new warrant to purchase up to 2,221,880 shares of Common Stock (the “Investor Warrant”), which Investor Warrant is in a form substantially identical to the Class B Common Warrants that is described above. The Investor Warrants will be exercisable commencing on the effective date of stockholder approval for the issuance of the shares of Common Stock issuable upon exercise of the Investor Warrants and will expire on the fifth anniversary of such stockholder approval date. Based on the terms and conditions of the Investor Warrant, the Company determined that liability classification was appropriate for the warrants and recognized a liability of $ 0.2 million in accrued liabilities at the date of issuance and expensed as issuance costs. December 2023 Registered Direct Offering On December 6, 2023, the Company entered into a Securities Purchase Agreement with a single institutional investor Purchaser, pursuant to which the Company issued in a registered direct offering, 331,000 shares of the Company’s common stock, and pre-funded warrants to purchase 779,940 shares of Common Stock with an exercise price of $ 0.001 per share, and in a concurrent private placement, warrants to purchase an aggregate of 2,221,880 shares of Common Stock with an initial exercise price of $ 1.23 . The combined purchase price for one Share and two Common Warrants was $ 1.23 , and the combined purchase price for one Pre-Funded Warrant and two Common Warrants was $ 1.229 . The Company received gross proceeds of approximately $ 1.4 million, before deducting underwriting discounts and commissions, estimated offering expenses, and before the exercise of warrants. In connection with the closing of the February 2024 Offering, the exercise price of these warrants was reduced to $ 0.2256 per share due to certain anti-dilution provisions in these warrants. Based on the terms and conditions of the December 2023 public offering, the Company determined that equity classification was appropriate for the pre-funded warrants and warrants, and recognized the net proceeds from the issuance of common stock, pre-funded warrants, and warrants in excess of par of $ 1.0 million in additional paid-in capital September 2023 Offering On September 18, 2023, the Company completed a public offering and issued, 75,000 units, with each Unit consisting of (A) one share of the Company’s Series J Convertible Redeemable Preferred Stock, par value $ 0.001 per share, and (B) one warrant to purchase one-half of one ( 0.50 ) share of Series J Convertible Preferred Stock, at a price to the public of $ 60.00 per Unit, less underwriting discounts and commissions. Each Warrant has an exercise price of $ 30.00 per share, is exercisable for one-half of one ( 0.5 ) share of Series J Convertible Preferred Stock, is immediately exercisable and will expire one (1) year from the date of issuance. The Company received gross proceeds of approximately $ 4.5 million, before deducting underwriting discounts and commissions, estimated offering expenses, and before the exercise of warrants. Based on the terms and conditions of the September 2023 public offering, the Company determined that liability classification was appropriate for the warrants and recognized the gross proceeds from the issuance allocated to the warrants in excess of par of $ 1.0 million in accrued liabilities and expensed issuance costs of $ 0.2 million allocated to the warrants. May 2023 Offering On May 26, 2023, the Company completed a public offering and issued, 175,000 units, with each Unit consisting of (A) one share of the Company’s Series H Convertible Redeemable Preferred Stock, par value $ 0.001 per share, and (B) one warrant to purchase one-half of one ( 0.50 ) share of Series H Convertible Preferred Stock, at a price to the public of $ 26.00 per Unit, less underwriting discounts and commissions. Each Warrant has an exercise price of $ 13.00 per share, is exercisable for one-half of one ( 0.5 ) share of Series H Convertible Preferred Stock, is immediately exercisable and will expire two (2) years from the date of issuance. The Company received gross proceeds of approximately $ 4.6 million, before deducting underwriting discounts and commissions, estimated offering expenses, and before the exercise of warrants. Based on the terms and conditions of the May 2023 public offering, the Company determined that liability classification was appropriate for the warrants and recognized the gross proceeds from the issuance allocated to the warrants in excess of par of $ 1.2 million in accrued liabilities and expensed issuance costs of $ 0.2 million allocated to the warrants. January 2023 Offering On January 9, 2023, the Company completed a public offering, pursuant to which the Company agreed to issue, in a registered direct offering, 171,678 shares of common stock, par value $ 0.001 per share, and pre-funded warrants to purchase 114,035 shares of common stock with an exercise price of $ 1.00 per share. The purchase price for one share of common stock was determined to be $ 35.00 , and the purchase price for one January 2023 Pre-Funded Warrant was determined to be $ 34.00 . The Company received aggregate gross proceeds from the transactions of approximately $ 9.9 million, before deducting underwriting discounts and commissions and other transaction expenses paid by the Company. Based on the terms and conditions of the January 2023 public offering, the Company determined that equity classification was appropriate for the pre-funded warrants and recognized the net proceeds from the issuance of common stock and pre-funded warrants in excess of par of $ 8.5 million in additional paid-in capital. A summary of the share equivalent of warrant activity for the six months ended June 30, 2024 is as follows (in thousands, except exercise price amounts): Weighted Average Shares Exercise Warrants outstanding as of December 31, 2023 4,323 $ 11.88 Granted or Issued 42,427 $ 0.57 Exercised ( 22,874 ) $ — Warrants outstanding as of June 30, 2024 23,876 $ 2.52 Warrants exercisable as of June 30, 2024 23,876 $ 2.52 Vested warrants expired during the period — $ — The following tables summarize the Company's stock warrants measured at fair value (level 3) on a recurring basis: December 31, Fair Value June 30, 2023 Additions Exercises Adjustment 2024 Series H Warrants $ 620 $ — $ — $ 56 $ 676 Series J Warrants 743 — ( 95 ) ( 16 ) 632 Class A Warrants — 2,280 ( 1,960 ) ( 106 ) 214 Class B Warrants — 1,379 — ( 419 ) 960 Investor Warrants — 192 — ( 58 ) 134 Total Level 3 $ 1,363 $ 3,851 $ ( 2,055 ) $ ( 543 ) $ 2,616 Phantom Awards and Stock Appreciation Rights In 2021, 2022 and 2023 the Company granted phantom RSUs which were granted in lieu of stock-settled RSUs historically granted for leadership bonuses and non-employee director service. The phantom RSUs had either time-based or performance-based vesting conditions and a cash settlement date in 2024 with the Company's option to settle the award in common stock at the sole discretion of the Board. At inception, these phantom RSUs were included as a component of long-term liability on the consolidated balance sheet and were not considered stock-based compensation due to the cash-settlement feature of the award and the then current limitation on the number of remaining shares authorized for issuance. In 2022, as a result of the Reverse Stock Split, the phantom awards were reclassed to equity and included as a component of additional paid-in-capital in the amount of $ 0.1 million, with a portion remaining as a component of long-term liability on the consolidated balance sheet due to certain guaranteed minimums, and the expense subsequent to the remeasurement date considered stock-based compensation. As of December 31, 2023, approximately 2,113 of these phantom RSUs were cancelled due to non-achievement of performance metrics, and during the three months ended March 31, 2024 an additional 828 units were cancelled due to non-achievement. As of March 31, 2024, the Board approved settlement of the remaining 291 phantom RSUs with time-based vesting conditions in quarterly cash installments through April 2025 in the aggregate amount of $ 0.6 million. A s of June 30, 2024 , $ 0.5 million was inc luded in accrued liabilities on the consolidated balance sheet. As of December 31, 2023, $ 0.5 million was included in accrued liabilities and $ 0.2 million was included in additional paid-in-capital on the consolidated balance sheet As of June 30, 2024, there are approximate ly 236 ou tstanding SARs granted in 2021 in lieu of stock-settled RSUs historically granted for non-employee director service. Upon exercise, the SARs could be settled in cash with the Company's option to settle in common stock at the sole discretion of the Board. These SARs were fully vested in 2022. No expense was recognized during the six months ended June 30, 2024 and 2023, respectively. Net Loss Per Share – Basic and Diluted Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of BIOLASE common stock outstanding for the period. In computing diluted net loss per share, the weighted average number of shares of common stock outstanding is adjusted to reflect the effect of potentially dilutive securities. Net loss is adjusted for any deemed dividends to preferred stockholders to compute net income attributable to common stockholders. The February 2024 Pre-Funded Warrants were included in the calculation of basic and diluted loss per share for the six months ended June 30, 2024 as the underlying warrant shares are issuable for little or no cash consideration. The January 2023 Pre-Funded Warrants were included in the calculation of basic and diluted loss per share for the three and six months ended June 30, 2023 as the underlying warrant shares are issuable for little or no cash consideration. Outstanding stock options, restricted stock units, preferred shares, and warrants to purchase approximately 24,456,808 and 366,154 shares were not included in the calculation of diluted net loss per share amounts for the periods ended June 30, 2024 and June 30, 2023 , respectively, as their effect would have been anti-dilutive. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 5—INVENTORY Inventory is valued at the lower of cost or net realizable value and is comprised of the following (in thousands): June 30, December 31, 2024 2023 Raw materials $ 5,528 $ 6,168 Work-in-process 1,514 1,299 Finished goods 3,862 3,966 Inventory $ 10,904 $ 11,433 Inventory has been reduced by estimates for excess and obsolete amounts totaling $ 2.3 million as of June 30, 2024 and $ 2.5 million as of December 31, 2023 . |
Property, Plant, and Equipment
Property, Plant, and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | NOTE 6—PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment, net is comprised of the following (in thousands): June 30, December 31, 2024 2023 Building $ 199 $ 205 Leasehold improvements 1,251 1,251 Equipment and computers 14,467 14,628 Furniture and fixtures 519 519 Construction in progress — 92 Total property, plant, and equipment before depreciation and land 16,436 16,695 Less: Accumulated depreciation ( 12,328 ) ( 11,330 ) Total property, plant, and equipment, net before land 4,108 5,365 Land 155 160 Property, plant, and equipment, net $ 4,263 $ 5,525 Depreciation expense related to property, plant, and equipment totaled $ 0.7 million and $ 1.3 million for the three and six months ended June 30, 2024 and $ 1.4 million and $ 1.6 million for the three and six months ended June 30, 2023. During the three months ended June 30, 2023, the Company revised its accounting for laser equipment transferred as part of its marketing efforts to potential customers and other sales representatives without any payment. As a result, a cumulative adjustment of $ 0.8 million was recorded to depreciation expense in the three and six months ended June 30, 2023. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets And Goodwill | NOTE 7—INTANGIBLE ASSETS AND GOODWILL The Company conducted its annual impairment test of goodwill as of September 30, 2023 and determined that there was no impairment. The Company also tests its intangible assets and goodwill between the annual impairment tests if events occur or circumstances change that would more likely than not reduce the fair value of the Company or its assets below their carrying amounts. For intangible assets subject to amortization, the Company performs its impairment test when indicators, such as reductions in demand or significant economic slowdowns, are present. During the fourth quarter ended December 31, 2023, due to the sustained decrease in the stock price of the common stock decreasing the implied fair value of the business, the Company performed a quantitative assessment of impairment over goodwill and determined that there was no impairment to the Company's goodwill. Goodwill was valued using an equally weighted income approach and market approach. The unobservable inputs utilized in determining the fair value of the goodwill, which is categorized as a Level 3 instrument, are the discount rate of 19.1 % and various revenue growth rates utilized in the financial forecast of future cash flows. As of June 30, 2024 and December 31, 2023, the Company had goodwill (indefinite life) of $ 2.9 million . As of June 30, 2024 and December 31, 2023 , all intangible assets subject to amortization have been fully amortized and there was no amortization expense recognized during the three and six months ended June 30, 2024 and 2023 . |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 8—ACCRUED LIABILITIES Accrued liabilities are comprised of the following (in thousands): June 30, December 31, 2024 2023 Payroll and benefits $ 3,640 $ 3,343 Warranty accrual, current portion 1,000 1,321 Operating lease liability 904 888 Accrued professional services 994 422 Taxes 349 452 Accrued insurance premium 161 473 Other 614 619 Accrued liabilities $ 7,662 $ 7,518 Changes in the initial product warranty accrual and the expenses incurred under the Company’s initial and extended warranties are included within accrued liabilities and were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Balance, beginning of period $ 1,891 $ 1,855 $ 1,914 $ 1,653 Provision for estimated warranty cost 808 802 1,487 1,960 Warranty expenditures ( 856 ) ( 885 ) ( 1,558 ) ( 1,841 ) Balance, end of period 1,843 1,772 1,843 1,772 Less: long-term portion of warranty accrual 843 397 843 397 Current portion of warranty accrual $ 1,000 $ 1,375 $ 1,000 $ 1,375 The Company's Waterlase laser systems sold domestically are covered by a warranty against defects in material and workmanship for a period of up to one year from the date of sale to the end-user by the Company or a distributor. The Company's diode systems sold domestically are covered by a warranty against defects in material and workmanship for a period of up to two years from the date of sale to the end-user by the Company or a distributor. Waterlase systems and diode systems sold internationally are covered by a warranty against defects in material and workmanship for a period of up to 24 months from date of sale to the international distributor. The Company's laser systems warranty covers parts and service for sales in its North American territories and parts only for international distributor sales. In North America and select international locations, the Company sells extended warranty contracts to its laser systems end-users that cover the period after the expiration of the Company's standard warranty coverage for its laser systems. Extended warranty coverage provided under the Company's service contracts varies by the type of system and the level of service desired by the customer. Products or accessories remanufactured, refurbished, or sold by unauthorized parties, voids all warranties in place for such products and exempts the Company from liability issues relating to the use of such products. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9—DEBT The following table presents the details of the principal outstanding and unamortized discount (in thousands): June 30, December 31, 2024 2023 SWK Loan $ 13,695 $ 14,560 EIDL Loan 150 150 Discount and debt issuance costs on SWK Loan ( 420 ) ( 663 ) Total 13,425 14,047 Current term loans 13,275 2,265 Non current term loans, net of discount $ 150 $ 11,782 The Company recognized approximately $ 0.6 million and $ 1.2 million in interest expense for the three and six months ended June 30, 2024, respectively, and $ 0.6 million and $ 1.2 million for the three and six months ended June 30, 2023, respectively. The weighted-average interest rate as of June 30, 2024 wa s 14.59 %. The future minimum principal and interest payments as of June 30, 2024 are as follows (in thousands): Principal Interest (1) Remainder of 2024 $ 1,400 $ 896 2025 12,295 842 2026 — 9 2027 3 6 2028 and thereafter 147 83 Total future payments $ 13,845 $ 1,836 (1) Estimated using London Interbank Bank Offered Rate (“LIBOR”) as of June 30, 2024 Term Loan On November 9, 2018, the Company entered into a five-year secured Credit Agreement (as amended, restated, and supplemented from time to time, the “Credit Agreement”) with SWK Funding LLC (“SWK”), pursuant to which the Company has outstanding principal of $ 13.3 million (“SWK Loan”) as of June 30, 2024. In addition, pursuant to the Credit Agreement, the Company is required to pay certain exit fees totaling $ 1.4 million upo n loan termination which are recorded as a debt premium. The Company’s obligations under the Credit Agreement are secured by substantially all of the Company’s assets. Under the terms of the Credit Agreement and subsequent amendments as discussed in the Company’s 2023 Form 10-K, repayment of the SWK Loan is interest-only for the first two years, paid quarterly with the option to extend the interest-only period. Principal repayments were to begin in the first quarter of 2021. On June 30, 2022 the Company entered into the ninth amendment to the Credit Agreement (the "Ninth Amendment"), which extended the interest-only period by two quarters from May 2023 to November 2023. On December 30, 2022, the Company entered into the tenth amendment to the Credit Agreement, which lowered the required minimum consolidated unencumbered liquid assets from $ 3 million to $ 2.5 million and removed the conditional minimum last twelve months aggregate revenue and EBITDA as of the end of the twelve-month period ended December 31, 2022. On November 15, 2023, the Company entered into the Eleventh Amendment to Credit Agreement, which reduced the principal amortization payments due on November 15, 2023 and February 15, 2024 to $ 165,000 , reduced the required minimum consolidated unencumbered liquid assets to $ 1.5 million through and including December 30, 2023 and to $ 2.5 million thereafter, and reduced the required minimum consolidated unencumbered liquid assets to $ 3.5 million as of the last day of any fiscal quarter beginning with the period ending March 31, 2024. In connection with the Ninth Amendment, the Company prepaid $ 1.0 million of the outstanding loan balance. Princ ipal repayments began in November 2023 and are $ 0.7 million quarterly after February 2024 until the SWK Loan matures in May 2025 . The loan bears interest of 9 % plus LIBOR with a floor of 1.25 %, or another index that approximates LIBOR as close as possible if and when LIBOR no longer exists. During the three months ended June 30, 2024 all remaining long-term balances related to the SWK Loan were reclassified to current liabilities due to the loan maturity date of May 31, 2025. As of June 30, 2024, the Company was in compliance with the debt covenants of the Credit Agreement. EIDL Loan On May 22, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the Small Business Administration (the "SBA") under its Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $ 150,000 , with the proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75 % per annum, and installment payments, including principal and interest, are due monthly beginning in July 2021 and are payable through July 2050. In April 2021, the SBA announced that it was extending the first payment due date for all loans until 2022 , or 24 months from the loan execution date. In March 2022, the SBA announced that it was extending the first payment due date for all loans an additional six months, or 30 months from the loan execution date. The Company began making payments on the EIDL Loan starting in November 2022. Fixed payments are first applied to any accrued interest. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | NOTE 10—LEASES The Company enters into operating leases primarily for real estate, office equipment, and fleet vehicles. Lease terms generally range from one to five years , and often include options to renew for one year . The Company leases its corporate headquarters pursuant to a lease that expires on December 31, 2025 and leases a manufacturing facility located in Corona, California, which expires on June 30, 2025 . The Company also leases additional office space and certain office equipment under various operating lease arrangements. On January 22, 2020, the Company entered into a five-year real property lease agreement for an approximately 11,000 square foot facility in Corona, California for its manufacturing operations. The lease commenced on July 1, 2020 . On December 10, 2021, the Company entered into a lease for an additional 15,000 square feet at its facility. This additional lease commenced on February 1, 2022 and expires on June 30, 2025 . On February 4, 2020, the Company also entered into a 66-month real property lease agreement for office space of approximately 12,000 square feet of office space in Lake Forest, California. The lease commenced on July 1, 2020 . On May 26, 2022, the Company entered into an additional lease at this location to expand the leased space by an additional 8,000 square feet for an additional training facility and model dental office. The lease commenced on March 8, 2023 and expires December 31, 2025. Information related to the Company’s right-of-use assets and related liabilities were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Cash paid for operating lease liabilities $ 80 $ 92 $ 157 $ 159 Right-of-use assets obtained in exchange for new operating $ — $ 19 $ — $ 483 Weighted-average remaining lease term 1.4 years 2.3 years 1.4 years 2.3 years Weighted-average discount rate 12.3 % 12.3 % 12.3 % 12.3 % Lease expense consists of payments for real property, office copiers, and IT equipment. The Company recognizes payments for non-lease components such as common area maintenance in the period incurred. As of June 30, 2024 , the Company had no significant leases that had not commenced. The Company allocates lease cost amongst lease and non-lease components. The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. Maturities of lease liabilities as of June 30, 2024 for leases that have commenced are as follows (in thousands): June 30, 2024 $ 919 2025 410 2026 1 2027 — 2028 and thereafter — Total future minimum lease obligations 1,330 Less imputed interest ( 111 ) Total lease liabilities $ 1,219 Current operating lease liabilities, included in $ 904 Non current lease liabilities 315 Total lease liabilities $ 1,219 As of June 30, 2024 , right-of-use assets were $ 1.1 million and lease liabilities were $ 1.2 million. Rent expense total ed $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2024 and $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2023. Future minimum rental commitments under lease agreements, as of June 30, 2024, with non-cancelable terms greater than one year for each of the years ending December 31 are as follows (in thousands): Year Ended December 31, Remainder of 2024 $ 510 2025 817 2026 3 2027 — 2028 and thereafter — Total future minimum lease obligations 1,330 Less imputed interest ( 111 ) Total lease liabilities $ 1,219 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 11—SEGMENT INFORMATION The Company currently operates in a single business segment. Management uses one measurement of profitability and does not segregate its business for internal reporting. For the three and six months ended June 30, 2024 , sales to customers in the United States accounted for approximately 71 % and 69 % of net revenue and international sales accounted for approximately 29 % and 31 % of net revenue, respectively. For the three and six months ended June 30, 2023, sales to customers in the United Sta tes accounted for approximately 75 % and 71 % of net revenue and international sales accounted for approximately 25 % and 29 % o f net reve nue, respectively. No individual country, other than the United States, represented more than 10% of total net revenue during the three and six months ended June 30, 2024 or 2023. Net revenue by geographic location based on the location of customers was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 United States $ 8,240 $ 10,741 $ 14,930 $ 17,499 International 3,315 3,545 6,757 7,254 Net revenue $ 11,555 $ 14,286 $ 21,687 $ 24,753 Property, plant, and equipment by geographic location was as follows (in thousands): June 30, December 31, 2024 2023 United States $ 4,035 $ 5,283 International 228 242 Total $ 4,263 $ 5,525 |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 12—CONCENTRATIONS Revenue from the Company’s products are as follows (dollars in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Laser systems $ 6,007 52.0 % $ 8,754 61.3 % $ 11,182 51.6 % $ 15,019 60.7 % Consumables and other 3,835 33.2 % 4,117 28.8 % 7,304 33.6 % 7,150 28.9 % Services 1,713 14.8 % 1,415 9.9 % 3,201 14.8 % 2,584 10.4 % Net revenue $ 11,555 100.0 % $ 14,286 100.0 % $ 21,687 100.0 % $ 24,753 100.0 % No individual customer represented more than 10 % of the Company’s revenue for the three and six months ended June 30, 2024 or 2023. The Company maintains its cash and cash equivalents in money market investment accounts with established commercial banks. Such cash deposits periodically exceed the Federal Deposit Insurance Corporation insured limit. As of June 30, 2024 , accounts receivable from one customer totaled approximately 12 % of total gross accounts receivable with the entire balance being current. As of December 31, 2023 accounts receivable from one customer totaled approximately 11 % of total gross accounts receivable which has been partially received in 2024 and partially reserved for uncollectibility as of June 30, 2024. The Company currently purchases certain key components of its products from single suppliers. Although there are a limited number of manufacturers of these key components, management believes that other suppliers could provide similar key components on comparable terms. A change in suppliers, however, could cause delays in manufacturing and a possible loss of sales, which could adversely affect the Company’s business, results of operations and financial condition. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13—INCOME TAXES The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management evaluates the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered, and expected levels of taxable income. A valuation allowance to reduce deferred tax assets is established when it is “more likely than not” that some or all of the deferred tax assets will not be realized. Based on the Company’s net losses in prior years, management has determined that a full valuation allowance against the Company’s net deferred tax assets is appropriate. Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has elected to classify interest and penalties as a component of its income tax provision. With respect to the liability for unrecognized tax benefits, including related estimates of penalties and interest, the Company did no t record a liability for unrecognized tax benefits for the three and six months ended June 30, 2024 and 2023. The Company does not expect any changes to its unrecognized tax benefit for the next 12 months that would materially impact its consolidated financial statements. During the three and six months ended June 30, 2024 , the Company recorded an income tax provision of $ 20,000 and $ 40,000 resulting in an effective tax rate of 0.7 % and 0.4 %, respectively. During the three and six months ended June 30, 2023 , the Company recorded an income tax provision of $ 31,000 , resulting in an effective tax rate of 0.6 % and 0.3 %, respectively . The income tax provisions for the three and six months ended June 30, 2024 and 2023 were calculated using the discrete year-to-date method. The effective tax rate differs from the statutory tax rate of 21 % primarily due to the existence of valuation allowances against net deferred tax assets and current liabilities resulting from the estimated state income tax liabilities and foreign tax liability. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14—SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after June 30, 2024 through August 8, 2024, which is the date that the condensed consolidated financial statements were available to be issued. During this period, there were no material subsequent events requiring recognition or disclosure, other than those described below. On July 16, 2024, the Company issued an aggregate of 3,190,476 shares of its common stock, par value $ 0.001 per share, in exchange for (i) 2,546 shares of the Company’s Series J Convertible Redeemable Preferred Stock, par value $ 0.001 per share (the "Series J Preferred Stock"), and (ii) 8,000 Series J Preferred Warrants to purchase 4,000 shares of Series J Preferred Stock, pursuant to the terms of that certain Exchange Agreement entered into on July 16, 2024 by the Company and the investor named therein. The Company issued common stock to the Investor in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof. The shares of Common Stock issued upon exchange of the Series J Preferred Stock and Series J Preferred Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. No proceeds have been or will be received and no commissions have been or will be paid by the Company in connection with the exchange described herein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and the accompanying notes. Significant estimates in these condensed consolidated financial statements include allowances on accounts receivable, inventory, and deferred taxes, as well as estimates for accrued warranty expenses, goodwill and the ability of goodwill to be realized, revenue deferrals, effects of stock-based compensation and warrants, contingent liabilities, the provision or benefit for income taxes, and preferred stock. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ materially from those estimates. |
Critical Accounting Policies | Critical Accounting Policies Information with respect to the Company’s critical accounting policies, which management believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management, is discussed in the Company’s 2023 audited financial statements included in the 2023 Form 10-K. Management believes that there have been no significant changes during the six months ended June 30, 2024 in the Company’s critical accounting policies from those disclosed in the Company’s 2023 audited financial statements included in the 2023 Form 10-K. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market (or, if none exists, the most advantageous market) for the specific asset or liability at the measurement date (referred to as the “exit price”). The fair value is based on assumptions that market participants would use, including a consideration of non-performance risk. Under the accounting guidance for fair value hierarchy, there are three levels of measurement inputs. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable, either directly or indirectly. Level 3 inputs are unobservable due to little or no corroborating market data. The Company’s financial instruments, consisting of cash, cash equivalents, accounts receivable, accounts payable, accrued liabilities, warrants, and the SWK Loan (as defined below) as discussed in Note 9 – Debt, approximate fair value because of the relative short maturity of these items and the market interest rates the Company could obtain . |
Concentration of Credit Risk, Interest Rate Risk and Foreign Currency Exchange Rate | Concentration of Credit Risk, Interest Rate Risk and Foreign Currency Exchange Rate Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, and trade accounts receivable. The Company maintains its cash and cash equivalents with established commercial banks. At times, balances may exceed federally insured limits. To minimize the risk associated with trade accounts receivable, management performs ongoing credit evaluations of customers’ financial condition and maintains relationships with the Company’s customers that allow management to monitor current changes in business operations so the Company can respond as needed. The Company does not, generally, require customers to provide collateral before it sells them its products. However, the Company has required certain distributors to make prepayments for significant purchases of its products. Substantially all of the Company’s revenue is denominated in U.S. dollars, including sales to international distributors. Only a small portion of its revenue and expenses is denominated in foreign currencies, principally the Euro and Indian Rupee. The Company’s foreign currency expenditures primarily consist of the cost of maintaining offices, consulting services, and employee-related costs. During the three and six months ended June 30, 2024 and 2023 , respectively, the Company did not enter into any hedging contracts. Future fluctuations in the value of the U.S. dollar may affect the price competitiveness of the Company’s products outside the U.S. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. Recently Issued Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue Recognition [Abstract] | |
Summary of Opening and Closing Balances of Contract Liabilities | The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): June 30, December 31, 2024 2023 Undelivered elements (training and installation) $ 407 $ 449 Extended warranty contracts 1,911 2,259 Total deferred revenue 2,318 2,708 Less: long-term portion of deferred revenue ( 186 ) ( 256 ) Deferred revenue — current $ 2,132 $ 2,452 |
Summary of Disaggregation of Revenues Related to Geographic Areas | The Company’s revenues related to the following geographic areas were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 United States $ 8,240 $ 10,741 $ 14,930 $ 17,499 International 3,315 3,545 6,757 7,254 Net revenue $ 11,555 $ 14,286 $ 21,687 $ 24,753 |
Summary of Revenues Disaggregated by Timing of Goods and Services Transferred | Information regarding revenues disaggregated by the timing of when goods and services are transferred is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenue recognized over time $ 1,713 $ 1,415 $ 3,201 $ 2,584 Revenue recognized at a point in time 9,842 12,871 18,486 22,169 Net revenue $ 11,555 $ 14,286 $ 21,687 $ 24,753 |
Summary of Sales by End Market | The Company’s sales by end market were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 End-customer $ 8,240 $ 10,741 $ 14,930 $ 17,499 Distributors 3,315 3,545 6,757 7,254 Net revenue $ 11,555 $ 14,286 $ 21,687 $ 24,753 |
Convertible Redeemable Prefer_2
Convertible Redeemable Preferred Stock And Stockholders Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Summary of Income Statement Classification of Compensation Expense | The following table summarizes the statement of operations classification of compensation expense associated with share-based payments (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Cost of revenue $ — $ 5 $ — $ 23 Sales and marketing 49 105 71 302 General and administrative ( 95 ) ( 25 ) ( 3 ) 405 Engineering and development — ( 1 ) ( 1 ) 45 Total $ ( 46 ) $ 84 $ 67 $ 775 |
Summary of Unvested Restricted Stock Units | A summary of unvested RSU activity for the six months ended June 30, 2024 is as follows (in thousands, except per share amounts): Weighted Average Grant Shares Date Fair Value Unvested RSUs as of December 31, 2023 44 $ 18.50 Vested ( 27 ) $ 19.80 Forfeited or cancelled ( 6 ) $ 19.51 Unvested RSUs as of June 30, 2024 11 $ 34.68 |
Summary of Warrant Activity | A summary of the share equivalent of warrant activity for the six months ended June 30, 2024 is as follows (in thousands, except exercise price amounts): Weighted Average Shares Exercise Warrants outstanding as of December 31, 2023 4,323 $ 11.88 Granted or Issued 42,427 $ 0.57 Exercised ( 22,874 ) $ — Warrants outstanding as of June 30, 2024 23,876 $ 2.52 Warrants exercisable as of June 30, 2024 23,876 $ 2.52 Vested warrants expired during the period — $ — |
Summary our stock warrants measured at fair value on a recurring basis | The following tables summarize the Company's stock warrants measured at fair value (level 3) on a recurring basis: December 31, Fair Value June 30, 2023 Additions Exercises Adjustment 2024 Series H Warrants $ 620 $ — $ — $ 56 $ 676 Series J Warrants 743 — ( 95 ) ( 16 ) 632 Class A Warrants — 2,280 ( 1,960 ) ( 106 ) 214 Class B Warrants — 1,379 — ( 419 ) 960 Investor Warrants — 192 — ( 58 ) 134 Total Level 3 $ 1,363 $ 3,851 $ ( 2,055 ) $ ( 543 ) $ 2,616 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | Inventory is valued at the lower of cost or net realizable value and is comprised of the following (in thousands): June 30, December 31, 2024 2023 Raw materials $ 5,528 $ 6,168 Work-in-process 1,514 1,299 Finished goods 3,862 3,966 Inventory $ 10,904 $ 11,433 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant, and Equipment | Property, plant, and equipment, net is comprised of the following (in thousands): June 30, December 31, 2024 2023 Building $ 199 $ 205 Leasehold improvements 1,251 1,251 Equipment and computers 14,467 14,628 Furniture and fixtures 519 519 Construction in progress — 92 Total property, plant, and equipment before depreciation and land 16,436 16,695 Less: Accumulated depreciation ( 12,328 ) ( 11,330 ) Total property, plant, and equipment, net before land 4,108 5,365 Land 155 160 Property, plant, and equipment, net $ 4,263 $ 5,525 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Components of Accrued Liabilities | Accrued liabilities are comprised of the following (in thousands): June 30, December 31, 2024 2023 Payroll and benefits $ 3,640 $ 3,343 Warranty accrual, current portion 1,000 1,321 Operating lease liability 904 888 Accrued professional services 994 422 Taxes 349 452 Accrued insurance premium 161 473 Other 614 619 Accrued liabilities $ 7,662 $ 7,518 |
Changes in Initial Product Warranty Accrual and Expenses Under Initial and Extended Warranties | Changes in the initial product warranty accrual and the expenses incurred under the Company’s initial and extended warranties are included within accrued liabilities and were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Balance, beginning of period $ 1,891 $ 1,855 $ 1,914 $ 1,653 Provision for estimated warranty cost 808 802 1,487 1,960 Warranty expenditures ( 856 ) ( 885 ) ( 1,558 ) ( 1,841 ) Balance, end of period 1,843 1,772 1,843 1,772 Less: long-term portion of warranty accrual 843 397 843 397 Current portion of warranty accrual $ 1,000 $ 1,375 $ 1,000 $ 1,375 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Principal Outstanding and Unamortized Discount | The following table presents the details of the principal outstanding and unamortized discount (in thousands): June 30, December 31, 2024 2023 SWK Loan $ 13,695 $ 14,560 EIDL Loan 150 150 Discount and debt issuance costs on SWK Loan ( 420 ) ( 663 ) Total 13,425 14,047 Current term loans 13,275 2,265 Non current term loans, net of discount $ 150 $ 11,782 |
Summary of Future Minimum Principal and Interest Payments | The future minimum principal and interest payments as of June 30, 2024 are as follows (in thousands): Principal Interest (1) Remainder of 2024 $ 1,400 $ 896 2025 12,295 842 2026 — 9 2027 3 6 2028 and thereafter 147 83 Total future payments $ 13,845 $ 1,836 (1) Estimated using London Interbank Bank Offered Rate (“LIBOR”) as of June 30, 2024 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Information related to Right-of-use Assets and Liabilities | Information related to the Company’s right-of-use assets and related liabilities were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Cash paid for operating lease liabilities $ 80 $ 92 $ 157 $ 159 Right-of-use assets obtained in exchange for new operating $ — $ 19 $ — $ 483 Weighted-average remaining lease term 1.4 years 2.3 years 1.4 years 2.3 years Weighted-average discount rate 12.3 % 12.3 % 12.3 % 12.3 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of June 30, 2024 for leases that have commenced are as follows (in thousands): June 30, 2024 $ 919 2025 410 2026 1 2027 — 2028 and thereafter — Total future minimum lease obligations 1,330 Less imputed interest ( 111 ) Total lease liabilities $ 1,219 Current operating lease liabilities, included in $ 904 Non current lease liabilities 315 Total lease liabilities $ 1,219 |
Future minimum rental commitments under lease agreements with non-cancelable Operating Leases | Future minimum rental commitments under lease agreements, as of June 30, 2024, with non-cancelable terms greater than one year for each of the years ending December 31 are as follows (in thousands): Year Ended December 31, Remainder of 2024 $ 510 2025 817 2026 3 2027 — 2028 and thereafter — Total future minimum lease obligations 1,330 Less imputed interest ( 111 ) Total lease liabilities $ 1,219 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Summary of Net Revenue by Geographic Location | Net revenue by geographic location based on the location of customers was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 United States $ 8,240 $ 10,741 $ 14,930 $ 17,499 International 3,315 3,545 6,757 7,254 Net revenue $ 11,555 $ 14,286 $ 21,687 $ 24,753 |
Summary of Property, Plant and Equipment by Geographic Location | Property, plant, and equipment by geographic location was as follows (in thousands): June 30, December 31, 2024 2023 United States $ 4,035 $ 5,283 International 228 242 Total $ 4,263 $ 5,525 |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
Summary of Net Revenue from Various Products | Revenue from the Company’s products are as follows (dollars in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Laser systems $ 6,007 52.0 % $ 8,754 61.3 % $ 11,182 51.6 % $ 15,019 60.7 % Consumables and other 3,835 33.2 % 4,117 28.8 % 7,304 33.6 % 7,150 28.9 % Services 1,713 14.8 % 1,415 9.9 % 3,201 14.8 % 2,584 10.4 % Net revenue $ 11,555 100.0 % $ 14,286 100.0 % $ 21,687 100.0 % $ 24,753 100.0 % |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Basis Of Presentation [Line Items] | |||||
Net Income (Loss) | $ (2,798) | $ (4,868) | $ (9,283) | $ (10,717) | |
Proceeds from the sale of common stock and pre-funded warrants, net of fees | 2,786 | 8,502 | |||
Working capital | 9,100 | 9,100 | $ 5,200 | ||
Cash and cash equivalents | 5,272 | 5,272 | 6,566 | ||
Accounts receivable, net | $ 4,842 | $ 4,842 | $ 5,483 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Principal Payment On Loan | $ 865 | 0 | |||
Proceeds from disposal of property, plant, and equipment | 284 | $ 0 | |||
February 2024 Public Offering [Member] | |||||
Basis Of Presentation [Line Items] | |||||
Net Income (Loss) | (9,300) | ||||
Proceeds from the sale of common stock and pre-funded warrants, net of fees | 5,800 | ||||
Principal Payment On Loan | 900 | ||||
Proceeds from disposal of property, plant, and equipment | $ 300 | ||||
2024 Annual Meeting [Member] | |||||
Basis Of Presentation [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | 0.001 | $ 0.001 | |||
Reverse Stock Split | a reverse stock split of BIOLASE common stock, par value $0.001 per share (the “common stock”), at a ratio between one-for-two (1:2) and one-for-fifty (1:50) with the ratio to be determined at the discretion of the Board | ||||
Biolase Stockholders [Member] | |||||
Basis Of Presentation [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Reverse Stock Split | a reverse stock split of BIOLASE common stock, par value $0.001 per share (the “common stock”), at a ratio between one-for-two (1:2) and one-for-one hundred (1:100). Immediately after the special meeting, BIOLASE's board of directors (the "Board") approved a one-for-one hundred (1:100) reverse stock split of the outstanding shares of the common stock (the “2023 Reverse Stock Split”). |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |||||
Revenue recognized from contract liability | $ 400 | $ 300 | |||
Contract With Customer Liability Revenue Recognized Extended Warranty | 900 | $ 1,100 | |||
Undelivered elements (product training, installation, product and support services) | $ 407 | $ 407 | $ 449 | ||
Revenue from services transferred to customers over time, percentage | 15% | 10% | 15% | 10% | |
Revenue from products and services transferred to customers, percentage | 85% | 90% | 85% | 90% |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Opening and Closing Balances of Contract Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue Recognition [Abstract] | ||
Undelivered elements (training and installation) | $ 407 | $ 449 |
Extended warranty contracts | 1,911 | 2,259 |
Total deferred revenue | 2,318 | 2,708 |
Less: long-term portion of deferred revenue | (186) | (256) |
Deferred revenue — current | $ 2,132 | $ 2,452 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Disaggregation of Revenues Related to Geographic Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 11,555 | $ 14,286 | $ 21,687 | $ 24,753 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 8,240 | 10,741 | 14,930 | 17,499 |
International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 3,315 | $ 3,545 | $ 6,757 | $ 7,254 |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Revenues Disaggregated by Timing of Goods and Services Transferred (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 11,555 | $ 14,286 | $ 21,687 | $ 24,753 |
Revenue Recognized Over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,713 | 1,415 | 3,201 | 2,584 |
Revenue Recognized at a Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 9,842 | $ 12,871 | $ 18,486 | $ 22,169 |
Revenue Recognition - Summary_4
Revenue Recognition - Summary of Sales by End Market (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 11,555 | $ 14,286 | $ 21,687 | $ 24,753 |
End-customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 8,240 | 10,741 | 14,930 | 17,499 |
Distributors | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 3,315 | $ 3,545 | $ 6,757 | $ 7,254 |
Convertible Redeemable Prefer_3
Convertible Redeemable Preferred Stock And Stockholders' Equity - Summary of Income Statement Classification of Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ (46) | $ 84 | $ 67 | $ 775 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 0 | 5 | 0 | 23 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 49 | 105 | 71 | 302 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | (95) | (25) | (3) | 405 |
Engineering and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 0 | $ (1) | $ (1) | $ 45 |
Convertible Redeemable Prefer_4
Convertible Redeemable Preferred Stock And Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Feb. 15, 2024 | Dec. 06, 2023 | Sep. 18, 2023 | Sep. 13, 2023 | May 26, 2023 | May 24, 2023 | Jan. 09, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Sep. 18, 2024 | Feb. 12, 2024 | Jun. 05, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 180,000,000 | 180,000,000 | 180,000,000 | |||||||||||||||
Common stock, shares issued | 33,406,000 | 33,406,000 | 3,416,000 | |||||||||||||||
Approximate fair value approximate of the current stock price | 95% | |||||||||||||||||
Common stock value | $ 33,000 | $ 33,000 | $ 3,000 | |||||||||||||||
Proceeds from the exercise of common stock warrants | $ 8,000 | $ 115,000 | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Change in fair value of warrants | $ (514,000) | (78,000) | ||||||||||||||||
Issuance costs for common stock warrants | $ 830,000 | 224,000 | ||||||||||||||||
Convertible preferred stock, shares issued | 1,000,000 | 1,000,000 | ||||||||||||||||
Common stock authorized for issuance | 908 | 908 | ||||||||||||||||
Additional paid-in-capital | $ 322,380,000 | $ 322,380,000 | $ 317,103,000 | |||||||||||||||
Compensation expense related to stock options | 100,000 | $ 100,000 | 100,000 | 800,000 | ||||||||||||||
Total unrecognized compensation expense | 100,000 | 1,000,000 | 100,000 | $ 1,000,000 | ||||||||||||||
Accrued liabilities | 7,662,000 | 7,662,000 | 7,518,000 | $ 200,000 | ||||||||||||||
Other liabilities | 97,000 | $ 97,000 | $ 79,000 | |||||||||||||||
Unrecognized share based compensation expense to be recognized over weighted-average period | 1 year 3 months 18 days | |||||||||||||||||
Common stock offered | 24,456,808 | 366,154 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,786,000 | $ 8,502,000 | ||||||||||||||||
Allocated Share-based Compensation Expense | $ (46,000) | 84,000 | $ 67,000 | 775,000 | ||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Temporary equity preferred stock, shares authorized | 370,000 | 370,000 | 370,000 | |||||||||||||||
Temporary Equity, Redemption Price Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||
Equity raise of gross proceeds | $ 4,600,000 | |||||||||||||||||
Convertible preferred stock, Common shares issued upon conversion | 1,923 | 1,923 | ||||||||||||||||
Temporary conversion of preferred stock into common stock | 190,000 | 190,000 | ||||||||||||||||
Conversion of preferred stock | 700,000 | |||||||||||||||||
Temporary conversion of warrants into share | 20,000 | 20,000 | ||||||||||||||||
Proceeds from issuance of warrants | $ 3,400,000 | |||||||||||||||||
Warrants And Rights Outstanding | $ 50,000 | |||||||||||||||||
Conversion price | $ 13.98 | |||||||||||||||||
Proceeds from the exercise of common stock warrants | $ 2,700,000 | |||||||||||||||||
Preferred Stock Redemption Discount | 10,500,000 | |||||||||||||||||
Preferred Stock, Redemption Amount | 7,800,000 | |||||||||||||||||
Proceeds of common stock and warrants | 4,600,000 | |||||||||||||||||
Warrants issued in connection with debt instruments | 3,400,000 | |||||||||||||||||
Allocated to the warrants based upon fair values | 1,200,000 | |||||||||||||||||
Proceeds allocated to the warrants based upon fair values | $ 3,400,000 | |||||||||||||||||
Weighted average exercise price of warrants | $ 13 | |||||||||||||||||
Paid in-kind Dividends Percentage | 20% | |||||||||||||||||
Risk-free interest rate | 48% | |||||||||||||||||
Series G Preferred stock, shares authorized | 370,000 | 370,000 | 370,000 | |||||||||||||||
Preferred stock, par value | 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Convertible preferred stock, shares issued | 7,000 | 7,000 | 5,000 | |||||||||||||||
Convertible Preferred Stock outstanding | 6,923 | 6,923 | ||||||||||||||||
Convertible preferred stock, shares outstanding | 7,000 | 7,000 | 5,000 | |||||||||||||||
Proceeds from offering | $ 4,600,000 | |||||||||||||||||
Proceeds from offering from broker fees | $ 900,000 | |||||||||||||||||
Preferred Stock, Convertible, Conversion Price, Decrease | $ 50 | |||||||||||||||||
Combined purchase price of share and warrant | $ (0.5) | $ (0.5) | ||||||||||||||||
Series J Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Temporary equity preferred stock, shares authorized | 160,000 | 160,000 | ||||||||||||||||
Temporary Equity, Redemption Price Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||
Equity raise of gross proceeds | $ 4,500,000 | |||||||||||||||||
Convertible preferred stock, Common shares issued upon conversion | 5,621 | 5,621 | ||||||||||||||||
Temporary conversion of preferred stock into common stock | 70,965 | 70,965 | ||||||||||||||||
Conversion of preferred stock | 2,200,000 | |||||||||||||||||
Temporary conversion of warrants into share | 7,480 | 7,480 | ||||||||||||||||
Proceeds from issuance of warrants | $ 3,500,000 | |||||||||||||||||
Warrants And Rights Outstanding | $ 100,000 | |||||||||||||||||
Conversion price | $ 3.26 | |||||||||||||||||
Proceeds from the exercise of common stock warrants | $ 2,700,000 | |||||||||||||||||
Preferred Stock Redemption Discount | 10,300,000 | |||||||||||||||||
Preferred Stock, Redemption Amount | 7,600,000 | |||||||||||||||||
Proceeds of common stock and warrants | 4,500,000 | |||||||||||||||||
Warrants issued in connection with debt instruments | 3,500,000 | |||||||||||||||||
Allocated to the warrants based upon fair values | 1,000,000 | |||||||||||||||||
Proceeds allocated to the warrants based upon fair values | $ 3,500,000 | |||||||||||||||||
Weighted average exercise price of warrants | $ 30 | $ 30 | ||||||||||||||||
Paid in-kind Dividends Percentage | 20% | |||||||||||||||||
Risk-free interest rate | 40% | |||||||||||||||||
Series G Preferred stock, shares authorized | 160,000 | 160,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||
Conversion of preferred stock into common stock | 4,500 | 4,500 | ||||||||||||||||
Convertible Preferred Stock outstanding | 17,136 | 17,136 | ||||||||||||||||
Proceeds from offering | $ 4,500,000 | |||||||||||||||||
Proceeds from offering from broker fees | $ 1,000,000 | |||||||||||||||||
Preferred Stock, Convertible, Conversion Price, Decrease | $ 100 | |||||||||||||||||
Combined purchase price of share and warrant | (0.5) | $ (0.5) | ||||||||||||||||
Series I Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Temporary equity preferred stock, shares authorized | 125,000 | 125,000 | ||||||||||||||||
Temporary Equity, Redemption Price Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||
Series G Preferred stock, shares authorized | 125,000 | 125,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||
Series J Warrants [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Warrant issued | 9,000 | 9,000 | ||||||||||||||||
Temporary conversion of warrants into share | 14,960 | 14,960 | ||||||||||||||||
Proceeds from issuance of warrants | $ 1,000,000 | |||||||||||||||||
Proceeds from the exercise of common stock warrants | 800,000 | |||||||||||||||||
Warrants issued in connection with debt instruments | 1,000,000 | |||||||||||||||||
Series H Warrants [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Temporary conversion of warrants into share | 40,000 | 40,000 | ||||||||||||||||
Proceeds from issuance of warrants | $ 1,200,000 | |||||||||||||||||
Proceeds from the exercise of common stock warrants | 1,000,000 | |||||||||||||||||
Warrants issued in connection with debt instruments | $ 1,200,000 | |||||||||||||||||
Weighted average exercise price of warrants | $ 13 | |||||||||||||||||
Class A Common Warrants [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Weighted average exercise price of warrants | $ 0.66 | |||||||||||||||||
Class B Common Warrants [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Warrant issued | 2,221,880 | |||||||||||||||||
Weighted average exercise price of warrants | $ 0.748 | |||||||||||||||||
December Two Thousand Twenty Three Registered Direct Offering [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Equity raise of gross proceeds | $ 1,400,000 | |||||||||||||||||
Warrant issued | 2,221,880 | |||||||||||||||||
Weighted average exercise price of warrants | $ 1.23 | |||||||||||||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 331,000 | |||||||||||||||||
Combined purchase price of share and warrant | $ 1.229 | |||||||||||||||||
Net Proceeds from the Issuance of Common Stock, Pre-funded Warrants, and Warrants in Excess of Par | $ 1,000,000 | |||||||||||||||||
Adjusted exercise price of warrants | $ 0.2256 | |||||||||||||||||
September Two Thousand Twenty Three Public Offering [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Equity raise of gross proceeds | 1,000,000 | |||||||||||||||||
Issuance costs for common stock warrants | $ 200,000 | |||||||||||||||||
May Two Thousand Twenty Three Public Offering [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Equity raise of gross proceeds | $ 1,200,000 | |||||||||||||||||
Issuance costs for common stock warrants | $ 200,000 | |||||||||||||||||
January 2023 Warrant [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Equity raise of gross proceeds | $ 8,500,000 | |||||||||||||||||
Warrant issued | 114,035 | |||||||||||||||||
Weighted average exercise price of warrants | $ 1 | |||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 171,678 | |||||||||||||||||
Proceeds from offering | $ 9,900,000 | |||||||||||||||||
Combined purchase price of share and warrant | $ 35 | |||||||||||||||||
January 2023 Prefunded Warrant [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Combined purchase price of share and warrant | $ 34 | |||||||||||||||||
Underwritten Public Offering [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 7,000,000 | |||||||||||||||||
Underwritten Public Offering [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Weighted average exercise price of warrants | $ 26 | $ 26 | ||||||||||||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 175,000 | |||||||||||||||||
Underwritten Public Offering [Member] | Series J Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Weighted average exercise price of warrants | $ 60 | $ 60 | ||||||||||||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 75,000 | |||||||||||||||||
Underwritten Public Offering [Member] | September Two Thousand Twenty Three Public Offering [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 75,000 | |||||||||||||||||
Underwritten Public Offering [Member] | May Two Thousand Twenty Three Public Offering [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 175,000 | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Temporary equity preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||||||||
Series G Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||||||||
2002 Stock Incentive Plan | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Common stock authorized for issuance | 1,244 | 1,244 | ||||||||||||||||
Options available for future grants | 0 | 0 | ||||||||||||||||
2018 Long-Term Incentive Plan | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Increase in Number of Units Available for Issuance | 58,815 | |||||||||||||||||
Options and restricted stock units outstanding | 30,499,000 | 30,499,000 | ||||||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Options and restricted stock units outstanding | 138 | 138 | ||||||||||||||||
RSUs were cancelled | 6,000 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 27,000 | |||||||||||||||||
Phantom Share Units (PSUs) | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Additional paid-in-capital | $ 200,000 | $ 100,000 | ||||||||||||||||
Accrued liabilities | $ 500,000 | 500,000 | $ 500,000 | |||||||||||||||
Cash | $ 600,000 | |||||||||||||||||
RSUs were cancelled | 828 | 2,113 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 291 | |||||||||||||||||
Stock Appreciation Rights (SARs) | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Stock Option Outatanding | 236,000 | 236,000 | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 0 | $ 0 | ||||||||||||||||
Employee Stock Option | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Stock options granted | 0 | 0 | ||||||||||||||||
Pre Funded Warrants [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Equity raise of gross proceeds | $ 3,700,000 | |||||||||||||||||
Volatility | 85% | |||||||||||||||||
Sale of Stock, Price Per Share | $ 0.439 | |||||||||||||||||
Weighted average exercise price of warrants | 0.001 | |||||||||||||||||
Alternative cashless exercise price | $ 0.95 | |||||||||||||||||
Issuance costs for common stock warrants | $ 600,000 | |||||||||||||||||
Warrant issued | 8,205,000 | |||||||||||||||||
Pre Funded Warrants [Member] | December Two Thousand Twenty Three Registered Direct Offering [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Warrant issued | 779,940 | |||||||||||||||||
Weighted average exercise price of warrants | $ 0.001 | |||||||||||||||||
Common Stock | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Common stock, shares issued | 33,406,000 | 33,257,000 | 1,019,000 | 33,406,000 | 1,019,000 | 3,416,000 | 263,000 | 77,000 | ||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 7,795,000 | 172,000 | ||||||||||||||||
Common Stock | Underwritten Public Offering [Member] | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Sale of common stock and pre-funded warrants, net of fees ,shares | 7,795,000 | |||||||||||||||||
Common Stock | 2018 Long-Term Incentive Plan | ||||||||||||||||||
Temporary Equity And Stockholders Equity [Line Items] | ||||||||||||||||||
Common stock authorized for share issued | 22,954 | |||||||||||||||||
Common stock authorized for issuance | 112,268 | 112,268 |
Convertible Redeemable Prefer_5
Convertible Redeemable Preferred Stock And Stockholders' Equity - Summary of Unvested Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Beginning Balance | shares | 44,000 |
Shares, Vested | shares | (27,000) |
Shares, Forfeited or cancelled | shares | (6,000) |
Shares, Ending Balance | shares | 11,000 |
Weighted Average Grant Shares Date Fair Value, Beginning Balance | $ / shares | $ 18.5 |
Weighted Average Grant Shares Date Fair Value, Vested | $ / shares | 19.8 |
Weighted Average Grant Shares Date Fair Value, Forfeited or cancelled | $ / shares | 19.51 |
Weighted Average Grant Shares Date Fair Value, Ending Balance | $ / shares | $ 34.68 |
Convertible Redeemable Prefer_6
Convertible Redeemable Preferred Stock And Stockholders' Equity - Summary of Warrant Activity (Detail) - Warrants | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Class Of Warrant Or Right [Line Items] | |
Shares, Beginning Balance | shares | 4,323,000 |
Shares, Granted or Issued | shares | 42,427,000 |
Shares, Exercised | shares | (22,874,000) |
Shares, Ending Balance | shares | 23,876,000 |
Shares, Warrants Exercisable | shares | 23,876,000 |
Shares, Vested warrants expired during the period | shares | 0 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 11.88 |
Weighted Average Exercise Price, Granted or Issued | $ / shares | 0.57 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 2.52 |
Weighted Average Exercise Price, Warrants Exercisable | $ / shares | 2.52 |
Weighted Average Exercise Price, Vested warrants expired during the period ended | $ / shares | $ 0 |
Convertible Redeemable Prefer_7
Convertible Redeemable Preferred Stock And Stockholders' Equity - Summary our stock warrants measured at fair value (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Temporary Equity And Stockholders Equity [Line Items] | ||
Beginning Balance, December 31, 2023 | $ 1,363 | |
Fair Value Adjustment | (514) | $ (78) |
Ending Balance, June 30, 2024 | 2,616 | |
Fair value recurring | Level 3 | ||
Temporary Equity And Stockholders Equity [Line Items] | ||
Beginning Balance, December 31, 2023 | 1,363 | |
Additions | 3,851 | |
Exercises | (2,055) | |
Fair Value Adjustment | (543) | |
Ending Balance, June 30, 2024 | 2,616 | |
Series H Warrants [Member] | Fair value recurring | Level 3 | ||
Temporary Equity And Stockholders Equity [Line Items] | ||
Beginning Balance, December 31, 2023 | 620 | |
Fair Value Adjustment | 56 | |
Ending Balance, June 30, 2024 | 676 | |
Series J Warrants [Member] | Fair value recurring | Level 3 | ||
Temporary Equity And Stockholders Equity [Line Items] | ||
Beginning Balance, December 31, 2023 | 743 | |
Exercises | (95) | |
Fair Value Adjustment | (16) | |
Ending Balance, June 30, 2024 | 632 | |
Class A Common Warrants [Member] | Fair value recurring | Level 3 | ||
Temporary Equity And Stockholders Equity [Line Items] | ||
Additions | 2,280 | |
Exercises | (1,960) | |
Fair Value Adjustment | (106) | |
Ending Balance, June 30, 2024 | 214 | |
Class B Common Warrants [Member] | Fair value recurring | Level 3 | ||
Temporary Equity And Stockholders Equity [Line Items] | ||
Additions | 1,379 | |
Fair Value Adjustment | (419) | |
Ending Balance, June 30, 2024 | 960 | |
Investor Warrants | Fair value recurring | Level 3 | ||
Temporary Equity And Stockholders Equity [Line Items] | ||
Additions | 192 | |
Fair Value Adjustment | (58) | |
Ending Balance, June 30, 2024 | $ 134 |
Inventory - Components of Inven
Inventory - Components of Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,528 | $ 6,168 |
Work-in-process | 1,514 | 1,299 |
Finished goods | 3,862 | 3,966 |
Inventory | $ 10,904 | $ 11,433 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Inventory reduced by estimate for excess and obsolete amount | $ 2.3 | $ 2.5 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Total property, plant, and equipment before depreciation and land | $ 16,436 | $ 16,695 |
Accumulated depreciation and amortization | (12,328) | (11,330) |
Property, plant, and equipment, net before land | 4,108 | 5,365 |
Land | 155 | 160 |
Property, plant, and equipment, net | 4,263 | 5,525 |
Building | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant, and equipment before depreciation and land | 199 | 205 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant, and equipment before depreciation and land | 1,251 | 1,251 |
Equipment and Computers | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant, and equipment before depreciation and land | 14,467 | 14,628 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant, and equipment before depreciation and land | 519 | 519 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant, and equipment before depreciation and land | $ 0 | $ 92 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expenses | $ 0.7 | $ 1.4 | $ 1.3 | $ 1.6 |
Cumulative Adjustment Depreciation Expense | $ 0.8 | $ 0.8 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Intangible Assets and Goodwill [Line Items] | |||||
Goodwill impairment loss | $ 0 | ||||
Discount rate for goodwill | 19.10% | 19.10% | |||
Goodwill | $ 2,926 | $ 2,926 | $ 2,926 | ||
Amortization expense | $ 0 | $ 0 | $ 0 | $ 0 |
Accrued Liabilities - Component
Accrued Liabilities - Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Feb. 12, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Payables and Accruals [Abstract] | ||||
Stock warrant liability | $ 2,616 | $ 1,363 | ||
Payroll and benefits | 3,640 | 3,343 | ||
Warranty accrual, current portion | 1,000 | 1,321 | $ 1,375 | |
Operating Lease liability | 904 | 888 | ||
Accrued professional services | 994 | 422 | ||
Taxes | 349 | 452 | ||
Accrued insurance premium | 161 | 473 | ||
Other | 614 | 619 | ||
Accrued liabilities | $ 7,662 | $ 200 | $ 7,518 |
Accrued Liabilities - Changes i
Accrued Liabilities - Changes in Initial Product Warranty Accrual and Expenses Under Initial and Extended Warranties (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Movement in Standard Product Warranty Accrual | |||||
Balance, beginning of period | $ 1,891 | $ 1,855 | $ 1,914 | $ 1,653 | |
Provision for estimated warranty cost | 808 | 802 | 1,487 | 1,960 | |
Warranty expenditures | (856) | (885) | (1,558) | (1,841) | |
Balance, end of period | 1,843 | 1,772 | 1,843 | 1,772 | |
Less: long-term portion of warranty accrual | 843 | 397 | 843 | 397 | $ 593 |
Current portion of warranty accrual | $ 1,000 | $ 1,375 | $ 1,000 | $ 1,375 | $ 1,321 |
Accrued Liabilities - Additiona
Accrued Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Feb. 12, 2024 | Dec. 31, 2023 | |
Accrued Liabilities [Line Items] | |||
Accrued liability | $ 7,662 | $ 200 | $ 7,518 |
Maximum | United States | Waterlase Laser Systems | |||
Accrued Liabilities [Line Items] | |||
Product warrant period | 1 year | ||
Maximum | United States | Diode Systems | |||
Accrued Liabilities [Line Items] | |||
Product warrant period | 2 years | ||
Maximum | International | Waterlase Systems And Diode Systems | |||
Accrued Liabilities [Line Items] | |||
Product warrant period | 24 months |
Debt - Summary of Principal Out
Debt - Summary of Principal Outstanding and Unamortized Discount (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Non current term loans | $ 13,425 | $ 14,047 |
Current term loans | 13,275 | 2,265 |
Non current term loans, net of discount | 150 | 11,782 |
EIDL Loan | ||
Debt Instrument [Line Items] | ||
Non current term loans | 150 | 150 |
SWK Loan | ||
Debt Instrument [Line Items] | ||
Non current term loans | 13,695 | 14,560 |
Discount and debt issuance costs on SWK Loan | $ (420) | $ (663) |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
May 22, 2020 | Nov. 09, 2018 | Apr. 30, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Feb. 15, 2024 | Dec. 30, 2023 | Dec. 30, 2022 | |
Debt Instrument [Line Items] | |||||||||||
Interest expense | $ 600,000 | $ 600,000 | $ 1,200,000 | $ 1,200,000 | |||||||
Weighted-average interest rate | 14.59% | 14.59% | |||||||||
Warrants Issued on November 9, 2018 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan Processing Fee | $ 1,400,000 | ||||||||||
Credit Agreement Ninth Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan principal amount | $ 1,000,000 | ||||||||||
EIDL Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan principal amount | $ 150,000 | ||||||||||
Loan interest rate per annum | 3.75% | ||||||||||
Loan periodic payment terms | installment payments, including principal and interest, are due monthly beginning in July 2021 and are payable through July 2050. In April 2021, the SBA announced that it was extending the first payment due date for all loans until 2022, or 24 months from the loan execution date. In March 2022, the SBA announced that it was extending the first payment due date for all loans an additional six months, or 30 months from the loan execution date. The Company began making payments on the EIDL Loan starting in November 2022. Fixed payments are first applied to any accrued interest. | ||||||||||
Loan balance payment terms | payable through July 2050. | ||||||||||
Extension of loan due date | 2022 | ||||||||||
Note interest rate per annum | 3.75% | ||||||||||
SWK Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 9% | ||||||||||
Repayments of lines of credit | $ 700,000 | ||||||||||
Line of credit facility term | 5 years | ||||||||||
Borrowings under lines of credit | $ 13,300,000 | ||||||||||
Debt instrument, maturity term | 2025 | ||||||||||
Debt instrument covenants unencumbered liquid assets | $ 3,500,000 | ||||||||||
Principal Amount Payment | $ 165,000,000 | ||||||||||
SWK Loan | London Interbank Offered Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility interest rate description | 1.25 | ||||||||||
SWK Loan | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument covenants unencumbered liquid assets | $ 2,500,000 | $ 2,500,000 | |||||||||
SWK Loan | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument covenants unencumbered liquid assets | $ 1,500,000 | $ 3,000,000 |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Principal and Interest Payments (Detail) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2024 | $ 1,400 |
2025 | 12,295 |
2026 | 0 |
2027 | 3 |
2028 and thereafter | 147 |
Total future payments | 13,845 |
Remainder of 2024 | 896 |
2025 | 842 |
2026 | 9 |
2027 | 6 |
2028 and thereafter | 83 |
Total future payments | $ 1,836 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Dec. 10, 2021 ft² | Feb. 04, 2020 ft² | Jan. 22, 2020 ft² | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | May 26, 2022 ft² | |
Lessee Lease Description [Line Items] | |||||||||
Lease term | 5 years | ||||||||
Rent expense | $ 300 | $ 300 | $ 600 | $ 600 | |||||
Lease Expiration Date | Jul. 01, 2020 | Dec. 31, 2025 | |||||||
Operating lease, options to renew term | 1 year | 1 year | |||||||
Operating lease, right-of-use asset | $ 1,101 | $ 1,101 | $ 1,519 | ||||||
Operating lease, liability | $ 1,219 | $ 1,219 | |||||||
Lease facility area | ft² | 15,000 | 11,000 | |||||||
Operating lease, lease not yet commenced, description | the Company had no significant leases that had not commenced. | ||||||||
Corona Lease [Member] | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Lease Expiration Date | Jun. 30, 2025 | ||||||||
Lease Commencement Date | Feb. 01, 2022 | ||||||||
Lake Forest [Member] | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Lease term | 66 months | ||||||||
Lease Commencement Date | Jul. 01, 2020 | ||||||||
Lease facility area | ft² | 12,000 | 8,000 | |||||||
Manufacturing Facility [Member] | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Lease Expiration Date | Jun. 30, 2025 | ||||||||
Minimum | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Lease term | 1 year | 1 year | |||||||
Maximum | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Lease term | 5 years | 5 years | |||||||
Lease initial term of contract | 1 year |
Leases - Information related to
Leases - Information related to Right-of-use Assets and Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Cash paid for operating lease liabilities | $ 80 | $ 92 | $ 157 | $ 159 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 0 | $ 19 | $ 0 | $ 483 |
Weighted-average remaining lease term | 1 year 4 months 24 days | 2 years 3 months 18 days | 1 year 4 months 24 days | 2 years 3 months 18 days |
Weighted-average discount rate | 12.30% | 12.30% | 12.30% | 12.30% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 | $ 919 | |
2025 | 410 | |
2026 | 1 | |
2027 | 0 | |
2028 and thereafter | 0 | |
Total future minimum lease obligations | 1,330 | |
Less imputed interest | (111) | |
Total lease liabilities | 1,219 | |
Current operating lease liabilities, included in accrued liabilities | 904 | $ 888 |
Non current operating lease liability | $ 315 | $ 772 |
Leases - Future Minimum Rental
Leases - Future Minimum Rental Commitments Under Lease Agreements (Detail) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
Remainder of 2024 | $ 510 |
2025 | 817 |
2026 | 3 |
2027 | 0 |
2028 and thereafter | 0 |
Total future minimum lease obligations | 1,330 |
Less imputed interest | (111) |
Total lease liabilities | $ 1,219 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Feb. 12, 2024 | Dec. 31, 2023 |
Commitment And Contingencies [Line Items] | |||
Accrued liability | $ 7,662 | $ 200 | $ 7,518 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - Sales Revenue, Net - Customer | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Customer Concentration Risk | United States | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of sales | 71% | 75% | 69% | 71% |
Geographic Concentration Risk | International | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of sales | 29% | 25% | 31% | 29% |
Number of customers which represented more than 10% of the Company's revenue | 0 | 0 | 0 | 0 |
Segment Information - Summary o
Segment Information - Summary of Net Revenue by Geographic Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 11,555 | $ 14,286 | $ 21,687 | $ 24,753 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 8,240 | 10,741 | 14,930 | 17,499 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 3,315 | $ 3,545 | $ 6,757 | $ 7,254 |
Segment Information - Summary_2
Segment Information - Summary of Property, Plant and Equipment by Geographic Location (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | $ 4,263 | $ 5,525 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | 4,035 | 5,283 |
International | ||
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | $ 228 | $ 242 |
Concentrations - Summary of Net
Concentrations - Summary of Net Revenue from Various Products (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Concentration Risk [Line Items] | ||||
Net revenue | $ 11,555 | $ 14,286 | $ 21,687 | $ 24,753 |
Laser systems | ||||
Concentration Risk [Line Items] | ||||
Net revenue | $ 6,007 | $ 8,754 | $ 11,182 | $ 15,019 |
Laser systems | Product Concentration Risk | Sales Revenue, Net | ||||
Concentration Risk [Line Items] | ||||
Percentage of sales | 52% | 61.30% | 51.60% | 60.70% |
Consumables and other | ||||
Concentration Risk [Line Items] | ||||
Net revenue | $ 3,835 | $ 4,117 | $ 7,304 | $ 7,150 |
Consumables and other | Product Concentration Risk | Sales Revenue, Net | ||||
Concentration Risk [Line Items] | ||||
Percentage of sales | 33.20% | 28.80% | 33.60% | 28.90% |
Services | ||||
Concentration Risk [Line Items] | ||||
Net revenue | $ 1,713 | $ 1,415 | $ 3,201 | $ 2,584 |
Services | Product Concentration Risk | Sales Revenue, Net | ||||
Concentration Risk [Line Items] | ||||
Percentage of sales | 14.80% | 9.90% | 14.80% | 10.40% |
Product And Services [Member] | Product Concentration Risk | Sales Revenue, Net | ||||
Concentration Risk [Line Items] | ||||
Percentage of sales | 100% | 100% | 100% | 100% |
Concentrations - Additional Inf
Concentrations - Additional Information (Detail) - Customer | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Product Concentration Risk | Sales Revenue, Net | |||
Concentration Risk [Line Items] | |||
Number of customers which represented more than 10% of the Company's revenue | 0 | 0 | |
Product Concentration Risk | Account Receivable | |||
Concentration Risk [Line Items] | |||
Number of customers which represented more than 10% of the Company's accounts receivable | 1 | ||
Minimum | Product Concentration Risk | Sales Revenue, Net | |||
Concentration Risk [Line Items] | |||
Concentration Risk Percentage | 10% | 10% | |
Minimum | Customer Concentration Risk | Account Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk Percentage | 12% | ||
Maximum | Customer Concentration Risk | Account Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk Percentage | 11% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Line Items] | ||||
Liability for unrecognized tax benefit, including related estimates of penalties and interest | $ 0 | $ 0 | $ 0 | $ 0 |
Income tax provision | $ 20,000 | $ 31,000 | $ 40,000 | $ 31,000 |
Projected annual effective tax rate | 0.70% | 0.60% | 0.40% | 0.30% |
Statutory tax rate | 21% |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - $ / shares | 6 Months Ended | ||
Jul. 16, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Series J Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Conversion of preferred stock | 2,200,000 | ||
Series H Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Conversion of preferred stock | 700,000 | ||
Subsequent Event | Series H Convertible Redeemable Preferred Stock | |||
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.001 | ||
Converted redeemable preferred stock | 2,546 | ||
Subsequent Event | Series J Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Company issued common stock | 3,190,476 | ||
Common stock, par value | $ 0.001 | ||
Subsequent Event | Series J Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Conversion of preferred stock | 8,000 | ||
Warrants To Purchase Preferred Stock | 4,000 |