| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 21, 2020, in connection with the closing of its previously announced Rights Offering (defined below), Biolases, Inc. (the “Company”) entered into an Amended and Restated Warrant Agency Agreement (the “Warrant Agency Agreement”) with Computershare, Inc. and Computershare Trust Company N.A. (“Computershare”), pursuant to which Computershare agreed to act as warrant agent with respect to warrants included in the units issued by the Company in the Rights Offering (the “Warrants”). A copy of the Warrant Agency Agreement, is filed as Exhibit 4.1 to this report and is incorporated by reference herein. A copy of the form of Warrant is filed as Exhibit 4.2 to this report and is incorporated by reference herein.
| Item 3.03 | Material Modification to Rights of Security Holders |
The information contained in Item 5.03 of this report is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 1, 2020, the Company announced the commencement of a rights offering to holders of the Company’s common stock, par value $0.001 per share (“Common Stock”) and holders of its Common Stock purchase warrants issued on June 10, 2020 as of the record date of July 1, 2020 (the “Rights Offering”) pursuant to its effective Registration Statements on Form S-1 (Registration Statement No. 333-238914 and Registration No. 333-239876), previously filed with and declared effective by the Securities and Exchange Commission.. The terms of the Rights Offering are described in the Company’s prospectuses related thereto filed with the Securities and Exchange Commission on July 1, 2020 and July 17, 2020.
In connection with the Rights Offering, the Company designated 18,000 shares of its authorized and unissued preferred stock as Series F Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”), and filed a Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock, dated July 1, 2020 as amended by a Certificate of Correction with respect thereto dated July 15, 2020 (the “Certificate of Designation”) with the Delaware Secretary of State.
Each share of Series F Preferred Stock will be convertible at our option at any time on or after July 22, 2021 or at the option of the holder at any time, into the number of shares of our Common Stock determined by dividing the $1,000 stated value per share of the Series F Preferred Stock by a conversion price of $0.40 per share. In addition, the conversion price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject to limited exceptions, neither the Company nor a holder of the Series F Preferred Stock will have the right to convert any portion of the Series F Preferred Stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 4.99% (subject to increase to 9.99% at the option of the holder) of the number of shares of our Common Stock outstanding immediately after giving effect to its conversion. In the event that a conversion is effected at our option, we will exercise such option to convert shares of Series F Preferred Stock on a pro rata basis among all of the holders based on such holders’ shares of Series F Preferred Stock.
In the event we effect certain mergers, consolidations, sales of substantially all of our assets, tender or exchange offers, reclassifications or share exchanges in which our Common Stock is effectively converted into or exchanged for other securities, cash or property, we consummate a business combination in which another person acquires 50% of the outstanding shares of our Common Stock, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by our issued and outstanding Common Stock, then, upon any subsequent conversion of the Series F Preferred Stock, the holders of the Series F Preferred Stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon conversion in full of the Series F Preferred Stock.
Holders of Series F Preferred Stock shall be entitled to receive dividends (on an as-if-converted-to-common-stock basis) in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of Common Stock.
Except as otherwise provided in the Certificate of Designation or as otherwise required by law, the Series F Preferred Stock has no voting rights.
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