| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 22, 2022, BIOLASE, Inc., a Delaware corporation (the “Biolase”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Med-Fiber LLC, a Maryland limited liability company (the “Company”), and Alexei Tchapyjnikov, an individual resident of the State of Maryland and sole member of the Company (the “Seller,” and together with the Company, the “Seller Parties”) pursuant to which Biolase will purchase from the Seller, and the Seller will sell to Biolase, all of the issued and outstanding membership interests (the “Membership Interests”) of the Company (the “Transaction”).
The Company is a supplier of infrared transmitting fiber optics for laser power delivery applications in dermatology, ophthalmology, general surgery, and dentistry.
The Purchase Agreement provides that Biolase will purchase the Membership Interests from the Seller for the purchase price of $2,200,000, subject to certain adjustments and the satisfaction of certain conditions (the “Purchase Price”). The Purchase Price for the Membership Interests is payable as follows: (i) $1,320,000 payable at the closing of the Transaction, subject to certain equipment delivery conditions, (ii) $440,000 payable upon the satisfaction of certain equipment processing conditions, and (iii) $440,000 payable upon the satisfaction of certain commercial ready stage conditions. The Purchase Agreement contains customary representations, warranties, and covenants made by the Company and the Seller, including, requisite approvals, liabilities, equipment and inventory, intellectual property, compliance with laws, and environmental matters, as well as indemnification of directors and officers, non-competition, and non-solicitation.
The closing of the transaction is subject to the satisfaction or waiver of certain conditions including, among other things, (i) the accuracy of the representations and warranties set forth in the Purchase Agreement, subject to certain materiality qualifications, (ii) compliance by the parties with their respective covenants as set forth in the Purchase Agreement, (iii) no law or order preventing the Transaction, and (iv) satisfaction of certain equipment delivery conditions as set forth in the Purchase Agreement. The Purchase Agreement includes customary termination rights for Biolase, the Company, and the Seller.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q to be filed for the quarterly period ending September 30, 2022, and is incorporated herein by reference.
